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

Environmental, Health and Safety Matters. Except as disclosed in Section 3B(u) of the Disclosure Schedule, since its occupancy of the Properties: (i) The Company has not disposed of or released any substance, arranged for the disposal of any substance, knowingly exposed any employee or other individual to any substance or condition, or owned or operated its businesses or any Property or facility so as to give rise to any liability or corrective or remedial obligation of the Company under any Environmental, Health and Safety Requirement. (ii) The Company is in compliance with all Environmental Health and Safety Requirements, except where the failure to comply would not have a Material Adverse Effect, and the Company has not, since December 31, 1996, received any written communication from any Authority that alleges that the Company is not in such compliance. (iii) There is no Environmental Claim pending or threatened or recently filed against the Company or against any Property, nor is there any Environmental Claim against any Person whose liability for any Environmental Claim the Company has retained or assumed contractually. (iv) No underground storage tanks, friable and damaged asbestos-containing materials, or pcb-containing equipment or fluids have been placed on any Property since the Company's occupancy of any Property, nor have any said items been removed from any Property since the Company's occupancy of such Property. (v) No Property presently or heretofore owned, leased or operated by the Company is currently listed on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or on any analogous state list. (vi) No off-site location at which the Company has disposed or arranged for the disposal of any waste is listed on the National Priorities List or on any analogous state list.

Environmental, Health and Safety Matters. Except as disclosed in Section 3B(u) of the Disclosure Schedule, since its occupancy of the Properties: (i) The Company has not disposed of or released any substance, arranged for the disposal of any substance, knowingly exposed any employee or other individual to any substance or condition, or owned or operated and its businesses or any Property or facility so as to give rise to any liability or corrective or remedial obligation of the Company under any Environmental, Health and Safety Requirement. (ii) The Company is Subsidiaries are in compliance with all Environmental Health Environmental, Health, and Safety Requirements, except where the failure to comply for such noncompliance as would not have a Material Adverse Effect. (ii) Except as set forth in Section 4(s) of the Disclosure Schedule, and the Company has not, since December 31, 1996, and its Subsidiaries have not received any written communication from notice, report or other information regarding any Authority that alleges that actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the Company is not in such complianceor its Subsidiaries or their facilities arising under Environmental, Health, and Safety Requirements. (iii) There is no Environmental Claim pending or threatened or recently filed against The Company and its Subsidiaries have secured all material permits required under Environmental, Health, and Safety Requirements for the Company or against operation of the Business (and such Permits are listed in Section 4(s) of the Disclosure Schedule), except where the failure to obtain any Property, nor is there any Environmental Claim against any Person whose liability for any Environmental Claim the Company has retained or assumed contractuallysuch permit would not have a Material Adverse Effect. (iv) No underground storage tanks, friable and damaged asbestos-containing materialsThe Company does not Know, or pcb-containing equipment or fluids have been placed on any Property since the Company's occupancy reason to Know, of any Propertymaterial pending or threatened Claim against Company or a Subsidiary with respect to Environmental, nor have any said items been removed from any Property since the Company's occupancy of such PropertyHealth, and Safety Requirements. (v) No Property presently The Company does not Know, or heretofore have reason to Know, of any act attributable to the Company or any Subsidiary that could give rise to material liability under CERCLA or any other Environmental, Health, and Safety Requirements. Neither the Company nor any Subsidiary has submitted notice pursuant to Section 103 of CERCLA with respect to any property owned, leased leased, or operated by the Company is currently listed on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or on any analogous state listSubsidiary. (vi) No off-site location at which the Company has disposed or arranged for the disposal of any waste is listed on the National Priorities List or on any analogous state list.

Environmental, Health and Safety Matters. Except (i) To the Sellers' Knowledge, except as disclosed in Section 3B(u3C(u) of the Disclosure Schedule, since its occupancy of the PropertiesSchedule or as would not have a Material Adverse Effect: (iA) The Company has not disposed of or released any substance, arranged for the disposal of any substancesubstance in violation of any Environmental Law, knowingly exposed any employee or other individual to any substance or conditioncondition in violation of any Environmental Law, or owned or operated its businesses or any Property or facility in violation of any Environmental Law so as to give rise to any liability or corrective or remedial obligation of the Company under any Environmental, Health and Safety RequirementEnvironmental Laws. (iiB) The Company is in compliance with all Environmental Health and Safety RequirementsLaws, except where the failure to comply would not have a Material Adverse Effect, and the Company has not, since December 31, 19961995, received any written communication from any Authority that alleges that the Company is not in such compliance. (iiiC) There is no Environmental Claim pending or or, to the best of Sellers' Knowledge, threatened or recently filed against the Company or against any Property, nor is there any Environmental Claim against any Person whose liability for any Environmental Claim the Company has retained or assumed contractually. (ivD) No underground storage tanks, friable and damaged asbestos-containing materials, or pcb-containing equipment or fluids have been placed are present on any Property since the Company's occupancy in violation of any Property, nor have any said items been removed from any Property since the Company's occupancy of such PropertyEnvironmental Law. (vE) No Property presently or heretofore owned, leased or operated by the Company is currently listed on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or on any analogous state list. (viF) No off-site location at which the Company has disposed or arranged for the disposal of any waste is listed on the National Priorities List or on any analogous state list. (G) The Company is in compliance with the Emergency Planning and Community Right to Know Act ("EPCRA"), 42 U.S.C. Section 11001 et seq. (H) In connection with the Company's right to seek indemnification from the indemnifying parties under each of the LADD Agreement and the Maytag Xxxeement, the Company has provided any required notice to such indemnifying parties with respect to claims to indemnification arising prior to the date hereof in order to preserve such rights in accordance with the terms of such agreements. (ii) Notwithstanding any other representation and warranty in this Section 3, the representations and warranties contained in this Section 3C(u) constitute the sole representations and warranties of the Sellers and the Company with respect to any Environmental Law, Environmental Claim or any Material of Environmental Concern.

Environmental, Health and Safety Matters. Except as disclosed set forth in Section 3B(u) of the Disclosure Schedule, since its occupancy of the PropertiesSchedule 3.22: (ia) The Company has not disposed of or released any substance, arranged for the disposal of any substance, knowingly exposed any employee or other individual to any substance or condition, or owned or operated its businesses or any Property or facility so as to give rise to any liability or corrective or remedial obligation of the Company under any Environmental, Health and Safety RequirementCompanies are in full compliance in all material respects with all Environmental Laws. (iib) The Company is Companies have taken all actions reasonably necessary to permit the Companies to remain in compliance with all Environmental Health and Safety RequirementsLaws, except where the failure to comply would not have a Material Adverse Effect, and the Company has not, since December 31, 1996, received any written communication from any Authority that alleges that the Company is not as now in such complianceeffect. (iiic) There is To Sellers' Best Knowledge, there are no Environmental Claim claimed violations or citations, nor any pending or threatened claims or recently filed complaints, against the Company or against any Property, nor is there any Companies relating to Environmental Claim against any Person whose liability for any Environmental Claim the Company has retained or assumed contractuallyLaws. (ivd) No underground storage tanks, friable and damaged asbestos-containing materials, or pcb-containing equipment or fluids have been placed on any Property since None of the Company's occupancy of any Property, nor have any said items been removed from any Property since the Company's occupancy of such Property. (v) No Property presently or heretofore owned, leased or operated by the Company Companies has received notification that it is currently listed on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, both promulgated a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980(CERCLA), as amended, administrative proposals to list property owned or on any analogous state list. (vi) No off-site location at which the Company has disposed or arranged for the disposal of any waste is listed 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 analogous 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 proper-ties now or previously owned or leased by Companies, except for septic tanks not in violation of any Environmental Law. (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 listlist 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) There are no materials containing urea formaldehyde, asbestos, radioactive materials or polychlorinated biphenyl on or in the properties owned or leased by Companies. (j) No condition exists at, on or under any property now or previously owned or leased by Companies which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law that, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect.

Environmental, Health and Safety Matters. Except as disclosed in set forth on Section 3B(u) 4.16 of the Disclosure Schedule, since its occupancy of the PropertiesSchedules: (ia) The Company has not disposed of or released any substanceand each Subsidiary are, arranged for the disposal of any substanceand since November 23, knowingly exposed any employee or other individual to any substance or condition2004 have been, or owned or operated its businesses or any Property or facility so as to give rise to any liability or corrective or remedial obligation of the Company under any Environmental, Health and Safety Requirementin material compliance with all applicable Environmental Requirements. (iib) The Without limiting the generality of the foregoing, the Company is and each Subsidiary have obtained all permits, licenses and other authorizations required under applicable Environmental Requirements ("Environmental Permits"), and are in material compliance with such permits, licenses and authorizations. A list of all material Environmental Health and Safety Requirements, except where the failure to comply would not have a Material Adverse Effect, and Permits owned or possessed by the Company or its Subsidiaries is set forth on Section 4.16 of the Disclosure Schedules. (c) Neither the Company nor any of its Subsidiaries has notsince November 23, since December 31, 19962004, received any written communication notice from any Authority government entity, that alleges that any of them is in material violation of Environmental Requirements or OSHA rules or regulations, or has any material liability arising under applicable Environmental Requirements or OSHA rules or regulations, including any material investigatory, remedial or corrective obligation, relating to the Company Company, any Subsidiary or their facilities, the subject of which is not in such complianceunresolved. (iiid) There is no To the knowledge of the Company, none of the following exists at or under the Real Property: (1) underground storage tanks in violation of Environmental Claim pending Requirements, (2) friable or threatened potentially friable asbestos-containing material requiring abatement under Environmental Requirements, (3) materials or recently filed against the Company equipment containing polychlorinated biphenyls in violation of Environmental Requirements, or against any Property(4) unpermitted landfills, nor is there any surface impoundments, or disposal areas in violation of Environmental Claim against any Person whose liability for any Environmental Claim the Company has retained or assumed contractuallyRequirements. (ive) No underground storage tanksSince November 23, friable and damaged asbestos-containing materials2004, neither the Company nor any Subsidiary has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or pcb-containing equipment or fluids have been placed on released any Property since the Company's occupancy hazardous substance in material violation of any Property, nor have any said items been removed from any Property since the Company's occupancy of such PropertyEnvironmental Requirements. (vf) No Property presently or heretofore ownedSince November 23, leased 2004, neither the Company nor any Subsidiary has materially violated any Environmental Requirements at any real property previously owned or operated by the Company is currently listed on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or on any analogous state listSubsidiary. (vig) No off-site location at which The Company and each Subsidiary possess all material manifests, reports, policies, manuals, safety data sheets, hazard communications program documents and all other material records they are required to retain pursuant to any Environmental Requirements, in the manner so required in all material respects. (h) Neither the Company has disposed or arranged for the disposal nor any of its Subsidiaries is in material violation of any waste applicable OSHA rules and regulations. (i) This Section 4.16 constitutes the sole and exclusive representations and warranties of the Company with respect to any environmental, health and safety matters, including without limitation any arising under Environmental Requirements and OSHA. (j) To the Company's knowledge, the environmental reports (the "Vanguard Reports") delivered to the Company by Vanguard Environmental, Inc. ("Vanguard") (in 2005 and/or 2006) do not disclose any liability which would be required to be disclosed on Section 4.16 of the Disclosure Schedules which is not otherwise disclosed on such Section 4.16 of the Disclosure Schedule (or otherwise set forth in any other environmental report listed on thereon). The scope of the National Priorities List Vanguard Reports do not contain a Phase II environmental investigation (or on the results of any analogous state listsoil or groundwater sampling done by Vanguard in connection therewith).

Environmental, Health and Safety Matters. Except as disclosed (a) There is no predecessor in Section 3B(u) interest with respect to the Company or the Business. There is no pending or, to the knowledge of the Disclosure ScheduleCompany, since its occupancy expected or threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry, or information request by any Governmental Entity, relating to any Environmental Law involving the Properties: (i) Company. The Company has not disposed generated, used, handled, transported or stored any Hazardous Materials or shipped any Hazardous Materials for recycling, treatment, storage or disposal at any site or facility, except in compliance in all material respects with all applicable Environmental Laws. To the knowledge of the Company, (i) there has been no generation, use, handling, storage or released any substance, arranged for the disposal of any substanceHazardous Materials in violation of any applicable Environmental Law at any site currently or previously owned, knowingly exposed any employee used or other individual to any substance or conditionoperated by, or owned premises leased by, the Company, (ii) nor has there been or operated its businesses is there threatened any Release of any Environmental Contaminants into, on, at or from any Property such site or facility so as premises, including into the ambient air, groundwater, surface water, soils or subsurface strata, in violation of any Environmental Law or which created or will create an obligation to give rise report or respond in any way to any liability or corrective or remedial obligation such Release, nor to the knowledge of the Company under has there been an such Release by any Environmentalother Person. To the knowledge of the Company, Health and Safety Requirementthere is no underground storage tank or other container at any site currently, or previously owned, used, operated or leased by the Company. (b) To the knowledge of the Company, no (i) site currently or formerly owned and (ii) The Company site currently or formerly used or operated by, or premises currently or formerly leased by the Company, is in compliance with all Environmental Health and Safety Requirementsthe subject of any federal, except where the failure state or local civil, criminal or administrative investigation evaluating whether, or alleging that, any action is necessary to comply would not have respond to a Material Adverse Effect, and the Company has not, since December 31, 1996, received any written communication from any Authority that alleges that the Company is not in such compliance. (iii) There is no Environmental Claim pending Release or a threatened or recently filed against the Company or against any Property, nor is there Release of any Environmental Claim against any Person whose liability for any Environmental Claim the Company has retained Contaminant. No such site or assumed contractually. (iv) No underground storage tanks, friable and damaged asbestos-containing materialspremises is listed, or pcb-containing equipment or fluids have been placed on any Property since to the knowledge of the Company's occupancy of any Property, nor have any said items been removed from any Property since the Company's occupancy of such Property. (v) No Property presently or heretofore ownedproposed for listing, leased or operated by the Company is currently listed on the National Priorities List or the Comprehensive Environmental Response, Compensation Compensation, and Liability Information System, both promulgated as provided under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980Act, as amended, 42 U.S.C. § 9601 et seq. (“CERCLA”), or on any analogous comparable state listor local governmental lists. The Company has not received written notification of, and Company has no knowledge of, any potential responsibility of the Company pursuant to the provisions of (i) CERCLA, or (ii) any similar federal, state, local or other Environmental Law. (vic) No The Company previously has made available to Buyer copies within its possession or control of any and all environmental audits or risk assessments, site assessments, environmental reports, documentation (including annual reports) regarding off-site location at which the Company has disposed or arranged for the disposal of Hazardous Materials or Release of Environmental Contaminant, spill control plans and of all other material correspondence, documents or communications with any waste is listed on Governmental Entity regarding the National Priorities List or on any analogous state listforegoing.

Environmental, Health and Safety Matters. (a) Except as disclosed in Section 3B(u3.29(a) of the Seller Disclosure ScheduleLetter, since its occupancy to the Knowledge of Seller, each of the Properties:Transferred Companies is, and since January 1, 2011 has been, in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements. (ib) The Without limiting the generality of the foregoing, each Transferred Company, has obtained and is in possession of, has for the past three (3) years complied, and is in compliance with, in each case in all material respects, all permits, licenses and other authorizations that are required pursuant to Environmental Health, and Safety Requirements for the occupation of its Leased Real Property and the operation of its Business. (c) No Action is pending or, to the Knowledge of Seller, threatened against any Transferred Company arising under any Environmental, Health, and Safety Requirements. Since January 1, 2011, no Transferred Company has not disposed received any written notice, report or request for information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities, or any claim based upon the release of or released exposure to Hazardous Substances, including personal injury, wrongful death or property damage, including any substanceinvestigatory, arranged for remedial, or corrective obligations, relating to any Transferred Company, their business, or their past or current facilities arising under Environmental, Health, and Safety Requirements, other than in connection with any such matter that has been resolved. (d) To the Knowledge of Seller, there has been no release, discharge or disposal of Hazardous Substances by any substanceTransferred Company at, knowingly exposed on, under or from the Leased Real Property, or arising out of the operations of any employee Transferred Company, which, in each case, requires a material investigation or other individual remediation by Seller or any of its Affiliates (including the Transferred Companies) under applicable Environmental, Health, and Safety Requirements or would otherwise reasonably be expected to result in the imposition of any material liability to any substance or condition, or owned or operated its businesses or any Property or facility so as to give rise to any liability or corrective or remedial obligation of the Transferred Company under any Environmental, Health Health, and Safety RequirementRequirements. (iie) The Company is in compliance with all Environmental Health and Safety RequirementsTo the Knowledge of Seller, except where the failure to comply would not have a Material Adverse Effect, and the Company has not, since December 31, 1996, received any written communication from any Authority that alleges that the Company is not in such compliance. (iii) There there is no Environmental Claim pending or threatened or recently filed against the Company or against any Property, nor is there any Environmental Claim against any Person whose liability for any Environmental Claim the Company has retained or assumed contractually. (iv) No underground storage tanks, friable and damaged asbestos-containing materials, material present in or pcb-containing equipment or fluids have been placed on any Property since the Company's occupancy of any Leased Real Property, nor have in a condition constituting a violation of Environmental, Health, and Safety Requirements by any said items been removed from of the Transferred Companies, and since January 1, 2011, none of Seller or any Property since of its Affiliates (including the Company's occupancy Transferred Companies) has received a claim or demand relating to the presence of such asbestos in or at any Leased Real Property. (vf) No Property presently or heretofore ownedThe representations and warranties set forth in this Section 3.29 are Seller’s sole and exclusive representations and warranties regarding Environmental, leased or operated by the Company is currently listed on the National Priorities List or the Comprehensive Environmental Response, Compensation Health and Liability Information System, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or on any analogous state listSafety matters. (vi) No off-site location at which the Company has disposed or arranged for the disposal of any waste is listed on the National Priorities List or on any analogous state list.

Environmental, Health and Safety Matters. Except as disclosed in Section section 3B(u) of the Disclosure Schedule, since its occupancy of Schedule or in the PropertiesPhase I Site Assessments: (i) The Company has not disposed of or released any substance, arranged for the disposal of any substance, knowingly exposed any employee or other individual to any substance or condition, or owned or operated its businesses or any Property property or facility so as to give rise to any liability or corrective or remedial obligation of the Company under any Environmental, Health and Safety Requirement. (ii) The Company is in compliance with all Environmental Health and Safety Requirements, except where the failure to comply would not have a Material Adverse Effect, and the Company has not, since December 31, 19961995, received any written communication from any Authority that alleges that the Company is not in such compliance. (iii) There is no Environmental Claim pending or threatened or recently filed against the Company or against any PropertyCompany, nor is there any Environmental Claim against any Person whose liability for any Environmental Claim the Company has retained or assumed contractually. (iv) No underground storage tanks, friable and damaged asbestos-containing materials, or pcb-containing equipment or fluids have been placed are present on any Property since the Company's occupancy of any Property, nor have any said items been removed from any Property since the Company's occupancy of such Property. (v) No Property real property presently or heretofore owned, leased owned or operated by the Company is currently listed on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or on any analogous state list. (vi) No off-site location at which the Company has disposed or arranged for the disposal of any waste is listed on the National Priorities List or on any analogous state list.

Environmental, Health and Safety Matters. Except as disclosed in Section 3B(u) of the Disclosure Schedule, since its occupancy of the Properties: (i) The Company has not disposed of or released any substance, arranged for the disposal of any substance, knowingly exposed any employee or other individual to any substance or condition, or owned or operated its businesses or any Property or facility so as to give rise to any liability or corrective or remedial obligation of the Company under any Environmental, Health and Safety Requirement. (ii) The Company is in compliance with all Environmental Health and Safety Requirements, except where the failure to comply would not have a Material Adverse Effect, and the Company has not, since December 31, 19961995, received any written communication from any Authority that alleges that the Company is not in such compliance. (iii) There is no Environmental Claim pending or or, to the best of Sellers' Knowledge, threatened or recently filed against the Company or against any Property, nor is there any Environmental Claim against any Person whose liability for any Environmental Claim the Company has retained or assumed contractually. (iv) No underground storage tanks, friable and damaged asbestos-containing materials, or pcb-containing equipment or fluids have been placed are present on any Property since the Company's occupancy of any Property, nor have any said items been removed from any Property since the Company's occupancy of such Property. (v) No Property presently or heretofore owned, leased or operated by the Company is currently listed on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or on any analogous state list. (vi) No off-site location at which the Company has disposed or arranged for the disposal of any waste is listed on the National Priorities List or on any analogous state list.