Common use of Environmental, Health and Safety Matters Clause in Contracts

Environmental, Health and Safety Matters. (i) The Company and its Subsidiaries have complied, within the past five (5) years and is in compliance with, in all material respects, all Environmental, Health, and Safety Requirements. (ii) Neither the Company nor any of its Subsidiaries has received from any Governmental Entity, within the past five (5) years any written notice or report regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any investigation with respect thereto, except for such matters as have been resolved or which are not result in a Company Material Adverse Change. (iii) Neither this Agreement nor the consummation of the Transaction are reasonably be expected to result in any obligations for site investigation or cleanup pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (iv) Neither the Company nor any of its Subsidiaries has, either expressly or by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (v) To the Knowledge of the Seller, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors or Affiliates could reasonably be expected to (A) prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, (B) give rise to any initial investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or (C) give rise to any material Liability pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental, Health and Safety Matters. Except as set forth on Schedule 4.14: (ia) The Company Seller is in material compliance with all Environmental Laws with respect to the Business and its Subsidiaries have complied, within the past five Purchased Assets. (5b) years The Seller has obtained and is in material compliance with, in with all material respects, Permits that are required pursuant to Environmental Laws either for the occupation of the Owned Real Property or for the operation of the Business; and a list of all Environmental, Health, and Safety Requirementssuch Permits is set forth on Schedule 4.14(b). (iic) Neither the Company nor any of its Subsidiaries has received from any Governmental Entity, within In the past five three (53) years or if unresolved any prior years, the Seller has not received any written notice notice, report or report other request for information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements Environmental Law or any investigation with respect theretoliabilities or potential liabilities (whether accrued, except for such matters as have been resolved absolute, contingent, unliquidated or which are not result in a Company Material Adverse Change. (iii) Neither this Agreement nor the consummation of the Transaction are reasonably be expected to result in any obligations for site investigation or cleanup pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (iv) Neither the Company nor any of its Subsidiaries has, either expressly or by operation of law, assumed or undertaken any Liabilityotherwise), including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (v) To the Knowledge of the Seller, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors or Affiliates could reasonably be expected to (A) prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, (B) give rise to any initial investigatory, remedial or corrective obligations pursuant obligations, relating to Environmentalthe Business or its facilities arising under Environmental Law. (d) Except in material compliance with applicable Environmental Law, Healthnone of the following exists at the Real Property: (i) underground storage tanks, and Safety Requirements(ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (Civ) landfills, surface impoundments, or disposal areas. (e) The Seller has not, and has no knowledge of any other party who at any of the Real Property has, treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including any Hazardous Material, in a manner that has given or would give rise to any material Liability pursuant liabilities to Environmental, Health, and Safety Requirementsthe Buyer, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materialsliability for response costs, substances or wastescorrective action costs, personal injury, property damage or damage, natural resources damagedamages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or any other Environmental Laws. The representations and warranties set forth in this Section 4.14 are the Seller’s sole and exclusive representations and warranties regarding environmental matters, except for the representations and warranties provided in Section 4.7 (Consents and Approvals), 4.8 (Litigation), 4.10(g) (Real Property) and 4.34 (Disclosure).

Environmental, Health and Safety Matters. (ia) The Company and its Subsidiaries have complied, within the past five (5) years has complied and is in compliance with, in all material respects, with all Environmental, Health, and Safety Requirements. (iib) Neither The Company has obtained, has complied with, and is in compliance with all Permits that are required pursuant to Environmental, Health, and Safety Requirements. A list of all such Permits is set forth in Schedule 2.22(b). Except as set forth in Schedule 2.22(b), such Permits are in full force and effect, free from Breach, and will not be adversely affected by the transactions contemplated hereby. (c) The Company nor any of its Subsidiaries has not received from any Governmental Entity, within the past five (5) years any written notice or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any investigation with respect theretoLiabilities, except including any investigatory, remedial or corrective Liabilities, relating to the Company or any of its facilities arising under Environmental, Health, and Safety Requirements. (d) Except as listed on Schedule 2.22(d), none of the following exists at any property or facility owned or operated by the Company: (i) under or above-ground storage tanks, (ii) asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas. (e) The Company has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or Released any substance, including any hazardous substance, or owned or operated any property or facility (and no such matters property or facility is contaminated by any such substance) in a manner that has given or would give rise to any Damages, including any Damages for response costs, corrective action costs, personal injury, property damage or natural resources damages, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as have been resolved amended, the Solid Waste Disposal Act, as amended, or which are any other Environmental, Health, and Safety Requirements. (f) The transactions contemplated hereby will not result in a Company Material Adverse Change. (iii) Neither this Agreement nor the consummation of the Transaction are reasonably be expected to result in any obligations Liabilities for site investigation or cleanup cleanup, or require the Consent of any Person, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (ivg) Neither the The Company nor any of its Subsidiaries hashas not, either expressly or by operation of lawLaw, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (vh) To the Knowledge of the Seller, no No facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or nor any of their respective its predecessors or Affiliates could reasonably be expected to (A) Affiliates, will prevent, hinder or limit the Surviving Corporation’s continued compliance with Environmental, Health, and Safety Requirements, (B) give rise to any initial investigatory, remedial or corrective obligations Damages pursuant to Environmental, Health, and Safety Requirements, or (C) give rise to any material Liability other Liabilities pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental, Health and Safety Matters. (a) The Acquired Company are in compliance in all material respects with and are not in violation of or liable in any material respect under any Environmental Law, and compliance with the terms and conditions thereof relating to: (i) The Company protection, preservation, improvement, remediation or cleanup of the environment or natural resources (including ambient air, surface water, ground water, waste water, land surface or subsurface strata); (ii) the manufacture, use, handling, storage, treatment, recycling, transportation, disposal or release, including investigation and its Subsidiaries have compliedclean-up of such release or threatened release, within the past five or exposure to any Hazardous Material; or (5iii) years health and is in compliance with, in all material respects, all Environmental, Health, and Safety Requirementssafety. (b) Sellers have made available to Purchasers true and complete copies of the following records and files as to any Real Property of the Acquired Company: (i) written notices received by such company at any time relating to any Environmental Law; and (ii) Neither inspection reports pertaining to applicable Environmental Law received by the Acquired Company nor at any of its Subsidiaries has received time from any Governmental EntityAuthority, within for the past five (5) years any written notice or report regarding any actual or alleged violation prior to the date of Environmental, Health, and Safety Requirements or any investigation with respect thereto, except for such matters as have been resolved or which are not result in a Company Material Adverse Changethis Agreement. (iiic) Neither this Agreement nor There are no pending, Proceedings, claims, notices or complaints against or involving the consummation Acquired Company regarding instances of noncompliance with, or Liabilities or obligations pursuant to, CHIDMS1/2982920.1 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. any Environmental Law, and, to the Knowledge of Sellers, no such Proceeding, claim, notice or complaint has been threatened. (d) Except as set forth in Section 3.18(d) of the Transaction Seller Disclosure Schedule, to the Knowledge of Sellers, there are reasonably be expected to result no Hazardous Materials present on or in any obligations for site investigation or cleanup pursuant to the environment at any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety RequirementsReal Property. (iv) Neither the Company nor any of its Subsidiaries has, either expressly or by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (v) To the Knowledge of the Seller, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors or Affiliates could reasonably be expected to (A) prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, (B) give rise to any initial investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or (C) give rise to any material Liability pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental, Health and Safety Matters. (i) The Company To the Knowledge of Seller and its Subsidiaries have compliedSeller’s Stockholder, within the past five (5) years and Seller is in compliance with, in all material respects, all with Environmental, Health, and Safety Requirements, except for such instances of noncompliance as would not have a Material Adverse Effect. (ii) Neither To the Company nor any Knowledge of its Subsidiaries Seller and Seller’s Stockholder, Seller has not received from any Governmental Entity, within the past five (5) years any written notice notice, report or report other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements Requirements, or any investigation with respect theretomaterial liabilities or potential material liabilities (whether accrued, except for such matters as have been resolved absolute, contingent, unliquidated or which are not result in a Company Material Adverse Change. (iii) Neither this Agreement nor the consummation of the Transaction are reasonably be expected otherwise), including any investigatory, remedial or corrective obligations, relating to result in any obligations for site investigation Seller or cleanup pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” its facilities arising under Environmental, Health, and Safety Requirements, except as set forth on Schedule 3(n). (iii) To the Knowledge of Seller and Seller’s Stockholder, there are and have been no releases of Hazardous Materials into, on, from or emanating from the Real Property which would be expected to have a Material Adverse Effect on the financial condition of Seller. (iv) Neither To the Company nor any Knowledge of its Subsidiaries hasSeller and Seller’s Stockholder, either expressly or by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to the Seller holds and is in compliance with all material environmental permits required under the Environmental, Health, and Safety Requirements. (v) To the Knowledge of Seller and Seller’s Stockholder, the Seller, no facts, events Real Property is not listed or conditions relating proposed for listing on the National Priorities List promulgated pursuant to the past or present facilities, properties or operations of the Company, its SubsidiariesCERCLA, or listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA. (vi) This § 3(n) contains the sole and exclusive representations and warranties of Seller with respect to any of their respective predecessors environmental, health, or Affiliates could reasonably be expected to (A) preventsafety matters, hinder or limit continued compliance with including without limitation any arising under any Environmental, Health, and Safety Requirements, (B) give rise to any initial investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or (C) give rise to any material Liability pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental, Health and Safety Matters. Except as set forth in Schedule 4.13: (ia) The the Company has been and its Subsidiaries have compliedis in full compliance with Environmental Laws, within and has timely obtained, possesses, maintains in good standing and is in full compliance with, all Permits required under Environmental Laws; (b) no Order has been received, no complaint has been filed, no penalty has been assessed and no Proceeding is pending or, to the past Company’s Knowledge, threatened by any Governmental Entity or other Person against the Company arising out of any Environmental Law; (c) there are no material Liabilities arising in connection with or in any way relating to the Company, the Leased Real Property or any real property formerly owned or operated by the Company of any kind whatsoever, arising under or relating to any Environmental Law or Hazardous Materials, and, to the Company’s Knowledge, there are no facts, events, conditions, situations or set of circumstances, including notice of actual or threatened Liability under CERCLA or any similar foreign, state or local Law from any Governmental Entity or any Person, which could reasonably be expected to result in or be the basis for any such Liability; (d) no Hazardous Material has been Released by the Company at, on or under the Leased Real Property or any real property previously owned, leased or operated by the Company; (e) the Company has not imported, manufactured, stored, used, operated, transported, treated or disposed of any Hazardous Materials other than in full compliance with all Environmental Laws and Permits issued pursuant to Environmental Laws; and (f) the Company has provided to Purchaser true, correct and complete copies of all Phase I environmental site assessment reports, Phase II reports, environmental compliance audits conducted in the last five (5) years and is in compliance withany notices, in all pleading or other material respects, all Environmental, Health, and Safety Requirements. (ii) Neither the Company nor any of its Subsidiaries has received from any Governmental Entity, within the past five (5) years any written notice or report regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any investigation with respect thereto, except for such matters as have been resolved or which are not result in a Company Material Adverse Change. (iii) Neither this Agreement nor the consummation of the Transaction are reasonably be expected to result in any obligations for site investigation or cleanup pursuant documents related to any of the so-called “transaction-triggered” Proceeding or “responsible property transfer” Environmental, Health, and Safety RequirementsLiability arising under Environmental Laws or related to Hazardous Materials. (iv) Neither the Company nor any of its Subsidiaries has, either expressly or by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (v) To the Knowledge of the Seller, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors or Affiliates could reasonably be expected to (A) prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, (B) give rise to any initial investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or (C) give rise to any material Liability pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental, Health and Safety Matters. Except as set forth in Schedule 3.22, or as disclosed in the Phase I environmental surveys obtained by Purchaser dated April 6, 2001 with respect to the White Pigeon, Michigan portion of the Real Estate, and dated May 21, 2001 with respect to the Bristol, Indiana portion of the Real Estate: (a) The Companies are in full compliance in all material respects with all Environmental Laws. (b) The Companies have taken all actions reasonably necessary to permit the Companies to remain in compliance with all Environmental Laws, as now in effect. (c) There are no claimed violations or citations, nor any pending or threatened claims or complaints, against the Companies relating to Environmental Laws. (d) None of the Companies has received notification that it is a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), administrative proposals to list property owned or operated by Companies on the National Priorities List under CERCLA, or the state-equivalent thereto, demand letters, notices of violations, or the like. (e) No equipment, hazardous waste, building materials, toxic waste, hazardous substances, petroleum products, or any other regulated substances have been, directly or indirectly, disposed or, leaked, buried, or deposited in or on the ground or within the boundaries of the properties now or previously owned or leased by Companies in any manner which violated in any material respect any Environmental Laws. (f) Nothing other than permitted waste has been discharged into the sanitary waste disposal system of the properties now or previously owned or leased by Companies. (g) There are no underground storage tanks, active or abandoned, located on or under any properties now or previously owned or leased by Companies. (h) The Companies have not directly transported or directly arranged for the transportation of any hazardous material to any location listed or proposed for listing on the National Priorities List pursuant to any Environmental Law, or an any federal or state list or which is the subject of federal, state or local enforcement actions or other investigations which may lead to claims against the Companies for any remedial work, damage to natural resources or personal injury, including claims under any Environmental Law. (i) The Company and its Subsidiaries have compliedThere are no materials containing urea formaldehyde, within asbestos, radioactive materials or polychlorinated biphenyl on or in the past five (5) years and is in compliance with, in all material respects, all Environmental, Health, and Safety Requirementsproperties owned or leased by Companies. (iij) Neither No condition exists at, on or under any property now or previously owned or leased by Companies which, with the Company nor any passage of its Subsidiaries has received from any Governmental Entitytime, within or the past five (5) years any written giving of notice or report regarding both, would give rise to liability under any actual Environmental Law that, singly or alleged violation of Environmentalin the aggregate, Healthhave, and Safety Requirements or any investigation with respect thereto, except for such matters as have been resolved or which are not result in a Company Material Adverse Change. (iii) Neither this Agreement nor the consummation of the Transaction are may reasonably be expected to result in any obligations for site investigation or cleanup pursuant to any of have, a Material Adverse Effect. In the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (iv) Neither the Company nor any of its Subsidiaries has, either expressly or by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, event of any other Person relating unintentional misrepresentation under this Section resulting from Sellers' lack of actual knowledge that any representation set forth above is inaccurate or untrue, Sellers shall have no liability to Environmental, Health, and Safety Requirements. (v) To the Knowledge of the Seller, no facts, events or conditions relating Purchaser for such misrepresentation except to the past extent that Purchaser suffers or present facilitiessustains any expense or other liability with respect to such misrepresentation as a result of any claim, properties action or operations of the Company, its Subsidiaries, proceeding by any governmental entity or any of their respective predecessors or Affiliates could reasonably be expected to (A) prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, (B) give rise to any initial investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or (C) give rise to any material Liability pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damageother third party.

Environmental, Health and Safety Matters. (i) The Company and its Subsidiaries have complied, within the past five (5) years and Lessor is in compliance with, in all material respects, respects with all Environmental, Health, and Safety Requirements. As used herein, “Environmental, Health, and Safety Requirements” means all federal, state, and local statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, and all common law concerning public heath and safety, worker health and safety, and pollution or protection of the environment, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended. (ii) Neither Without limiting the Company nor any generality of the foregoing, to Lessor’s knowledge, Xxxxxx Engineering has obtained and is in compliance with, all Permits (as such term is defined in that certain Asset Purchase Agreement dated as of December 11, 2004 (the “APA”), by and among Xxxxxx Engineering, Guarantor and certain shareholders listed on the signature pages thereof) that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its Subsidiaries facilities and the operation of its business, except where such non-compliance is not reasonably expected to have a Material Adverse Effect (as defined in the APA). (iii) Lessor has not received from any Governmental Entity, within the past five (5) years any written notice notice, report or report other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements Requirements, or of any investigation with respect theretoliabilities or potential liabilities, except for such matters as including any investigatory, remedial, or corrective obligations, relating to it or its facilities arising under Environmental, Health, and Safety Requirements, in each instance, other than violations, alleged violations or liabilities that have previously been resolved or which are not result in a Company Material Adverse Changeresolved. (iiiiv) Neither this Agreement nor To Lessor’s knowledge, Lessor has not had at any time in service any underground storage tanks and there has been no release, use or storage of polychlorinated biphenyls on, at, in, under or from any premises used by Lessor. (v) To Lessor’s knowledge, Lessor has not treated, stored, disposed of, arranged for or permitted the consummation of the Transaction are reasonably be expected to result in disposal of, transported, handled, or released any obligations for site investigation substance that (a) requires removal or cleanup pursuant to remediation under any of the soEnvironmental, Health and Safety Requirement including petroleum and petroleum by-called products, and is defined, listed or identified as “transaction-triggeredhazardous waste,” “hazardous material,” “toxic substance,” “contaminant,” “pollutant,” “oil,” or “responsible hazardous substance” under such Environmental, Health and Safety Requirement, or (b) is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is regulated as such under any Environmental, Health and Safety Requirement; except in material compliance with Environmental Health and Safety Requirements and does not own or operate any property transfer” or facility in a manner that has given or would be reasonably expected to give rise to liabilities, including any Liability (as defined in the APA) for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA), the Solid Waste Disposal Act, or any other Environmental, Health, and Safety Requirements. (ivvi) Neither the Company Lessor nor any predecessor of its Subsidiaries has, either Lessor has expressly or by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other Person (as defined in the APA) relating to Environmental, Health, Health and Safety Requirements. (v) To the Knowledge of the Seller, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors or Affiliates could reasonably be expected to (A) prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, (B) give rise to any initial investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or (C) give rise to any material Liability pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental, Health and Safety Matters. (i) The Except as described in Schedule 3.13, each of the Company and its Subsidiaries have complied, within the past five (5) years and is GEMC are in compliance withwith all federal, in all material respectsstate and local laws, all Environmentalordinances, Healthcodes, rules, standards, regulations and Safety Requirements. (ii) Neither orders applicable to worker health and safety; air emissions; water discharges; solid wastes; hazardous materials; drinking water; toxic substances; waste storage, treatment, transportation and disposal or otherwise relating to the Company nor any of environment applicable to its Subsidiaries has received from any Governmental Entity, within the past five (5) years any written notice or report regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any investigation with respect theretobusiness as presently conducted, except for non-compliance which would not have a Material Adverse Effect; and except as described in Schedule 3.13 there are no violations, citations or claims pending or threatened with respect to any such matters matters. Except as described in Schedule 3.13, no toxic, hazardous or otherwise regulated substances ("Hazardous Materials") have been resolved disposed of, discharged, buried or which are not result in a Company Material Adverse Change. (iii) Neither this Agreement nor deposited in, on or under the consummation ground by or on behalf of the Transaction are reasonably be expected to result Company or GEMC within the boundaries of a location occupied or formerly occupied by it or elsewhere, in violation of any obligations for site investigation applicable law, regulation or cleanup pursuant to any order (now in effect or in effect at the time of the so-called “transaction-triggered” relevant act); no spills, discharges, or “responsible property transfer” Environmentalemissions of Hazardous Materials have occurred within the boundaries of any such location occupied, Health, and Safety Requirements. (iv) Neither or formerly occupied by the Company nor any of its Subsidiaries has, either expressly or GEMC during the occupancy thereof by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (v) To the Knowledge of the Seller, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its SubsidiariesGEMC or a subsidiary thereof in violation of any applicable law, regulation or order (now in effect or in effect at the time of the relevant act); and, except as so described in Schedule 3.13, there are no underground storage tanks or materials containing urea formaldehyde, asbestos or polychlorinated byphenyls or any of their respective predecessors other Hazardous Materials in or Affiliates could reasonably be expected to (A) preventabout the two Greensboro, hinder North Carolina Real Properties described on Schedule 3.12(c). Except as so described in Schedule 3.13, the Company, GEMC or limit continued compliance with Environmentalthe Sellers have not installed or used any underground storage tank and have never installed or purchased for use or used materials containing urea formaldehyde, Health, and Safety Requirements, (B) give rise to asbestos or polychorinated byphenyls or any initial investigatory, remedial other Hazardous Materials in or corrective obligations pursuant to Environmental, Health, and Safety Requirements, about any other location presently or (C) give rise to any material Liability pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite previously utilized by the Company or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damageGEMC.

Environmental, Health and Safety Matters. Except as set forth in Disclosure Schedule 5.13: (ia) The Company Assets and its Subsidiaries Business are, and since January 1, 2017 have compliedbeen, within the past five (5) years and is in compliance withwith applicable Environmental, Health and Safety Laws in all material respects. (b) The Selling Entities hold all material Permits required under Environmental, Health and Safety Laws in connection with the ownership and operation of the Assets and Business, all such Permits are in full force and effect, and the Selling Entities are, and since January 1, 2017 have been, in compliance with such Permits in all material respects, all Environmentaland, Health, and Safety Requirements. (ii) Neither the Company nor any of its Subsidiaries has received from any Governmental Entity, within the past five (5) years any written notice or report regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any investigation with respect thereto, except for such matters as have been resolved or which are not result in a Company Material Adverse Change. (iii) Neither this Agreement nor the consummation of the Transaction are reasonably be expected to result in any obligations for site investigation or cleanup pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (iv) Neither the Company nor any of its Subsidiaries has, either expressly or by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (v) To the Knowledge of the SellerSelling Entities, no factsLegal Proceeding is pending or threatened to modify, events terminate or conditions relating revoke any such Permit. (c) No Selling Entity, with respect to the past Assets or present facilities, properties or operations its operation of the CompanyBusiness, its Subsidiaries, has received any written notice in the past three years alleging noncompliance with or any violation of their respective predecessors or Affiliates could reasonably be expected to (A) prevent, hinder or limit continued compliance with material Liability under applicable Environmental, Health, Health and Safety RequirementsLaw from any Governmental Authority or other Third Party, the subject of which has not been resolved and no Selling Entity, with respect to the Assets or the operation of the Business, has, since January 1, 2017, received any written request for information under or written notice alleging liability under the Comprehensive Environmental Response, Compensation and Liability Act or analogous Applicable Law. (Bd) give rise Except as set forth in Disclosure Schedule 5.13(d), there is no Proceeding or Order pending, outstanding, or, to the Knowledge of the Selling Entities, threatened in writing against any initial investigatorySelling Entity, remedial with respect to the Assets or corrective obligations its operation of the Business, pursuant to Environmental, Health, Health and Safety RequirementsLaw. (e) There has been no Release by the Selling Entities of Hazardous Substances on, under, in, at, to or (C) give rise from any Owned Real Property or Leased Real Property or during the terms of such ownership, operation or lease, any property formerly owned, operated or leased by any Seller Entity in connection with the Assets or the operation of the Business, in each case in any amounts that would reasonably be anticipated to any result in a requirement to take remedial action or to result in a material Liability pursuant to under Environmental, Health, Health and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damageLaws.

Environmental, Health and Safety Matters. (i) The Company and its Subsidiaries each Subsidiary: 4.23.1 have compliedcomplied in all material respects and are in material compliance with all Regulations having the force or effect of law, within all Court Orders, all common law concerning public health and safety, worker health and safety, and pollution or protection of the past five environment, as now in effect (5) years collectively, “Environmental, Health and is Safety Requirements”); 4.23.2 have obtained, and at all times have complied and are in compliance with, in all material respects, all Permits currently required pursuant to Environmental, Health, and Safety Requirements. (ii) Neither Requirements for the operation of the Company nor any of its Subsidiaries and the Subsidiaries; 4.23.3 has not received from any Governmental Entity, within the past five (5) years any written or verbal, notice or report other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements Requirements, or any investigation with respect theretoliabilities or potential liabilities (whether accrued, except for such matters as have been resolved absolute, contingent, unliquidated or which are not result in a Company Material Adverse Change. (iii) Neither this Agreement nor the consummation of the Transaction are reasonably be expected to result in otherwise), including any obligations for site investigation investigatory, remedial or cleanup pursuant corrective obligations, relating to any of them arising under Environmental, Health, and Safety Requirements; and 4.23.4 has not treated, stored, disposed of, arranged for or permitted the so-called disposal of, transported, handled, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance), in a manner that has given or would give rise to liabilities, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“transaction-triggered” CERCLA”), the Solid Waste Disposal Act, as amended (“SWDA”) or “responsible property transfer” any other Environmental, Health, and Safety Requirements. (iv) Neither the Company nor any of its Subsidiaries has, either expressly or by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (v) To the Knowledge of the Seller, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors or Affiliates could reasonably be expected to (A) prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, (B) give rise to any initial investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or (C) give rise to any material Liability pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental, Health and Safety Matters. (a) The Company is, and at all times has been, in compliance in all material respects with all Environmental Laws and Environmental Permits. Except as set forth in Section 5.22(a) of the Disclosure Schedule, the Company has not received any written notice at any time since November 1, 2002 from any Governmental Authority or any other Person regarding any non-compliance with, violation of, or material liability under any Environmental Law or Environmental Permit. To the Knowledge of the Company, (i) The Company and its Subsidiaries have compliedthere is no present or ongoing investigation, within the past five (5) years and is in compliance withreview, in all material respects, all Environmental, Health, and Safety Requirements. (ii) Neither the Company nor any of its Subsidiaries has received from or proceeding by any Governmental Entity, within the past five (5) years any written notice or report regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any investigation with respect thereto, except for such matters as have been resolved or which are not result in a Company Material Adverse Change. (iii) Neither this Agreement nor the consummation of the Transaction are Authority that could reasonably be expected to result in a notice of non-compliance with, violation of, or material liability under any obligations for site investigation Environmental Law; and (ii) there is no event, omission, or cleanup pursuant condition that could reasonably be expected to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirementsresult in such notice. (ivb) Neither Except as set forth in Section 5.22(b) of the Company nor any Disclosure Schedule, there are no pending or, to the Knowledge of its Subsidiaries hasthe Company, either expressly threatened Environmental Claims against or by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, HealthCompany, and Safety Requirementsthere are no pending or, to the Knowledge of the Company, threatened claims by Company employees or contractors against third parties arising from exposure to Hazardous Material. (vc) The Company has made available to Purchaser true and complete copies of all material environmental documentation in the Company’s possession related to the Company or Company Leased Real Property and all material documentation in the Company’s possession related to employee health and safety including reports, studies, analyses, tests or monitoring relating to the (i) compliance (and any non-compliance) by the Company with all Environmental Laws; (ii) the environmental condition of all of the Company Leased Real Property, any real property previously owned, leased or occupied by the Company, or any properties adjacent to the Company Leased Real Property; (iii) all reports, studies, analyses, tests, or monitoring related to employee health and safety; and (iv) the disposal of any Hazardous Material generated, transported, stored, or treated by or for the Company. (d) The Company has obtained and maintains all Environmental Permits that are required or necessary for the operation and business of the Company, for the Company Leased Real Property and facilities, and for all activities and operations by the Company at or through such properties and facilities. All such Environmental Permits are in full force and effect and are listed on Section 5.22(d) of the Disclosure Schedule. To the Knowledge of the Seller, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiariesthere is no (i) present or ongoing investigation, review, or proceeding by any of their respective predecessors or Affiliates Governmental Authority that could reasonably be expected to result in a notice of violation or non-compliance with, or a revocation, non-renewal, or modification of, any such Environmental Permit; or (Aii) preventevent, hinder omission, or limit continued condition that could reasonably be expected to result in a notice of violation or non-compliance with Environmentalwith, Healthor a revocation, non-renewal or modification of, any such Environmental Permit. (e) Except as set forth on Section 5.22(e) of the Disclosure Schedule, to the Knowledge of the Company, no site or property to or at which the Company transported or disposed, or arranged for the transportation or disposal, of a Hazardous Material is currently undergoing investigation, remediation, or other Hazardous Material response action, and Safety Requirementsno such site or property is currently listed on or proposed for listing on the United States Environmental Protection Agency’s National Priorities List or any other similar Governmental Authority list, (B) give rise to any initial investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirementsschedule, or log of properties or sites that require or could require investigation, monitoring, remediation, or other environmental response action. (Cf) give rise Except as set forth on Section 5.22(f) of the Disclosure Schedule, to the Knowledge of the Company, there are no underground storage tanks located at or on the Company Leased Real Property or, to the Knowledge of the Company, there are no underground storage tanks installed or operated by the Company remaining at any of the real property previously owned, leased, or occupied by the Company. (g) Except as disclosed on Section 5.22(g) of the Disclosure Schedule, there have been no releases, discharges, or emissions of any Hazardous Material from any tank, pump, filter, or other equipment while owned, operated, or leased by the Company that require or necessitate any investigation, monitoring, remediation, or other environmental response action under any Environmental Law. (h) Except in compliance in all material Liability pursuant respects with all Environmental Laws, no Hazardous Material is or has been stored, transported, disposed, treated, generated, released, or managed by the Company. (i) Except as disclosed on Section 5.22(i) of the Disclosure Schedule, to Environmentalthe Knowledge of the Company, Healththere are no past or present facts, and Safety Requirementsactions, activities, omissions, circumstances, occurrences, conditions or incidents, including without limitation any the release or presence of Hazardous Material, that could reasonably be expected to: (i) form the basis of an Environmental Claim against or relating to onsite the Company or offsite releases (ii) require the filing or threatened releases recording by the Company with any Governmental Authority any notice or restriction relating to the presence of hazardous materialsHazardous Material at any of the properties owned, substances leased or wastes, personal injury, property damage or natural resources damageoccupied by the Company. (j) For the purposes of this Agreement: