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

Environmental, Health and Safety Matters. To Seller’s Knowledge and unless any noncompliance does not have an impact that could reasonably be expected to exceed €40,000 on the Wireline Communications Business, each Affiliate of Seller that is lessee with respect to each parcel of the Leased Premises to be subleased to Buyer or a Buyer Designee under any Sublease Agreement is in compliance with all Laws applicable to such parcel of the Leased Premises or the occupation thereof. Each Affiliate of Seller that is owner or lessee with respect to each parcel of Owned Premises or Leased Premises has not received any written notice (or, to Seller’s Knowledge, any other notice) from any Governmental Body alleging that Seller may be in violation of, or liable under, any Law applicable to such Owned Premises or Leased Premises. In connection with each parcel of Owned Premises or Leased Premises, the Affiliate of Seller that is owner or lessee with respect to such Owned Premises or Leased Premises: (i) has not entered into or agreed to any order or become otherwise subject to any order relating to compliance with Laws or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of hazardous materials and, to Seller’s Knowledge, no Proceeding is pending or threatened in writing with respect thereto; and (ii) is not an indemnifying party in connection with any claim threatened or asserted in writing by any Third-Party with respect to such Owned Premises or Leased Premises relating to any hazardous materials. None of the Owned Premises or Leased Premises is listed or, to Seller’s Knowledge, proposed for listing on the “National Priorities List” under CERCLA or any corresponding law of any country other than the United States.

Environmental, Health and Safety Matters. To Seller’s Knowledge and unless Except as set forth on Schedule 6.16, Seller has not caused or contributed to any noncompliance does not have an impact that could reasonably be expected to exceed €40,000 on condition or potential condition existing at any leased or owned facility of the Wireline Communications Business, each Affiliate Seller or at any former facility of the Seller that is lessee with respect to each parcel the storage or release into the earth or its atmosphere of effluent, waste or other materials, solid liquid or gaseous, nor has any material been disposed of or released in any way or manner, which would or may in the Leased Premises future cause the Buyer or its affiliates to be subleased liable for damages, fines or penalties or to incur expenses (including without limitation legal and consulting fees) to investigate or correct any such condition or to meet with or otherwise communicate with any governmental unit or agency or public or private body in connection therewith. The Seller has never exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner, that would or may in the future cause the Buyer or a Buyer Designee under any Sublease Agreement is in compliance with all Laws applicable its affiliates to such parcel of the Leased Premises be liable for damages, fines or the occupation thereof. Each Affiliate of Seller that is owner penalties or lessee with respect to each parcel of Owned Premises or Leased Premises has not received any written notice incur expenses (or, to Seller’s Knowledge, any other noticeincluding without limitation legal and consulting fees) from any Governmental Body alleging that Seller may be in violation of, or liable under, any Law applicable to such Owned Premises or Leased Premises. In connection with each parcel of Owned Premises or Leased Premises, the Affiliate of Seller that is owner or lessee with respect to such Owned Premises or Leased Premises: (i) has not entered into or agreed to any order or become otherwise subject to any order relating to compliance with Laws or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of hazardous materials and, to Seller’s Knowledge, no Proceeding is pending or threatened in writing with respect thereto; and (ii) is not an indemnifying party in connection with any claim threatened of illness of or asserted personal injury to any employee or other individual. Without limiting the generality of the foregoing, the Seller and its assets have been and are in writing compliance with all applicable laws and regulations regarding the environment, health, or safety. The Seller has not received any notice, nor to the knowledge of the Seller is any such notice pending, from any governmental, public or private body claiming any violation or potential violation of any zoning, building, health, safety or environmental law or ordinance, or requiring any work, repairs, construction, alterations, noise reduction, odor elimination, cleanup or installation, encapsulation or abatement which has not been complied with, and the Seller has delivered to the Buyer copies of each such notice, whether or not complied with. All of the assets of the Seller and all properties and equipment used at any time in or at the Stations have been free of asbestos, PCBs, methylene chloride, trichloroethylene, 1,2 trans-dichloroethylene, dioxins, dibenzofurans, and any "extremely hazardous substance" within the meaning set forth in Section 302 of the Emergency Planning and Community Right-to-know act of 1986, as amended. Schedule 6.16 lists each environmental permit relating to the Stations. Each such permit is transferable to the Buyer and renewable and would not be subject to materially different terms upon transfer or renewal. There is no plan, study or effort by any Third-Party with respect to such Owned Premises or Leased Premises relating to any hazardous materials. None of the Owned Premises or Leased Premises is listed or, to Seller’s Knowledge, proposed for listing on the “National Priorities List” under CERCLA governmental authority or any corresponding law other person, which may prevent or hinder the continued use of any country other than real property owned or leased by the United StatesSeller and used in the Stations' business.

Environmental, Health and Safety Matters. To (a) Seller’s , Subsidiaries, Acquired Assets and business of Seller have been in material compliance in all respects with all applicable Environmental Laws, including all Permits. Except for Hazardous Substances necessary in the Ordinary Course of Business and which are and were stored and disposed of in compliance with applicable Environmental Laws, neither Seller nor its predecessors, Affiliates and Subsidiaries have ever generated, transported, stored, treated or disposed of Hazardous Substances on, at, or about the Premises, and the Premises have not been used by anyone to store or dispose of waste or Hazardous Substances during the period that Seller has owned or occupied the Premises, or, to the Knowledge and unless any noncompliance does not have an impact of Seller, prior to said period. No activity has been conducted by Seller at the Premises or adjoining properties that could has given rise to, or would reasonably be expected to exceed €40,000 on the Wireline Communications Businessgive rise to, each Affiliate of Seller that is lessee with respect to each parcel of the Leased Premises to be subleased to Buyer or a Buyer Designee any Adverse Consequences under any Sublease Agreement is in compliance with Environmental Laws, or any Environmental Liabilities and Costs. (b) Seller and the Subsidiaries hold all Permits required by all Environmental Laws applicable to ownership or operation of their businesses and Premises at all times, including during periods of full production capacity, and all such parcel permits are identified on Section 3.24(a)3.24 of Seller’s Disclosure Schedule. Seller and each Subsidiary has timely filed all applications, notices and other documents necessary to effect the timely renewal of all such Permits. (c) To the Knowledge of Seller, all Permits for the ownership or operation of Seller’s and the Subsidiaries’ businesses and Premises can be transferred or reissued to Buyer without material modification and, to the Knowledge of Seller, all such Permits will be renewable upon expiration without imposition of materially stricter requirements if such expiration occurs within one year after the date of this Agreement. (d) None of Seller, the Subsidiaries, the Premises, Seller’s business, the Subsidiaries’ business, or the Acquired Assets, are subject to any outstanding or unresolved citation, notice, request, order, inspection, report, or other directive of any Governmental Authority relating to any Environmental Law, including Permits or Releases of a Hazardous Substance. (e) There are no and have been no circumstances or conditions present at or arising out of the Leased Acquired Assets, or assets formerly owned by Seller or the Subsidiaries, the Premises or premises formerly occupied by Seller or its Subsidiaries, or the occupation thereof. Each Affiliate current or former ownership or operation of Seller that Seller’s or is owner Subsidiaries’ businesses, including without limitation any on-site or lessee with respect off-site disposal or other Release of a Hazardous Substance, which would reasonably be expected to each parcel of Owned Premises give rise to any Environmental Liabilities and Costs. (f) Neither Seller, the Subsidiaries nor Seller’s or Leased Premises has not received any written notice (its Subsidiaries’ businesses or, to Seller’s Knowledge, Premises has received any other written or oral notice) from any Governmental Body alleging that Seller may be in violation of, report, or liable under, information regarding any Law applicable to such Owned Premises actual or Leased Premises. In connection with each parcel of Owned Premises or Leased Premises, the Affiliate of Seller that is owner or lessee with respect to such Owned Premises or Leased Premises: alleged (i) has not entered into noncompliance with or agreed to any order or become otherwise subject to any order relating to compliance with Laws or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup violation of hazardous materials and, to Seller’s Knowledge, no Proceeding is pending or threatened in writing with respect theretoEnvironmental Laws; and (ii) is not an indemnifying party actual or alleged Adverse Consequences or Environmental Liabilities and Costs, including any Environmental Condition relating to the Business, the Acquired Assets, the Premises, or Seller or its Subsidiaries arising under Environmental Laws; or (iii) other alleged or actual responsibility for any Environmental Liabilities and Costs relating to any Release of a Hazardous Substance. (g) Seller and the Subsidiaries are in material compliance with all occupational, safety and health standards required by Environmental Laws in connection with the conduct of Seller’s and the Subsidiaries’ businesses and has not received notice of any claim threatened violation or asserted in writing by infraction of same or of any Thirdwork-Party with respect related chronic illness or injury among employees of Seller’s or the Subsidiaries’ businesses, except as accurately reported on its OSHA 200/300 Logs, copies of which have been delivered to such Owned Premises or Leased Premises relating to any hazardous materials. None Buyer. (h) To Seller’s Knowledge this transaction, including the leases of the Owned Premises to Buyer, does not trigger any transaction-based disclosure, cleanup, investigation or Leased Premises is listed or, to Seller’s Knowledge, proposed for listing on the “National Priorities List” under CERCLA other obligation that may result in any Environmental Liabilities and Costs or any corresponding law of Adverse Consequences, under any country Environmental Laws or other than the United StatesLaws.

Environmental, Health and Safety Matters. To Seller’s Knowledge (a) The Seller has made available to the Purchasers all assessments, reports, studies, records and unless any noncompliance does not have an impact that could reasonably be expected other documents related to exceed €40,000 on (a) the Wireline Communications environmental condition of all real estate currently or formally owned or leased by the Target Companies or used in the Business, (b) actual or potential environmental liabilities of the Target Companies and the Business, and (c) health and safety matters associated with the Target Companies and the Business (the Environmental Assessments), in each Affiliate case to the extent such documents disclose a material Liability of Seller that is lessee the Target Companies or the Sellers (to the extent related to the Business). (b) The Target Companies and the Sellers (to the extent related to the Business) are in compliance, and since January 1, 2014 have been in compliance, in all material respects with respect all Environmental Applicable Laws applicable to each parcel the conduct and operation of the Business including as formerly and presently conducted and with regard to the occupancy or use of the Leased Premises Property, as formerly or presently occupied. The Target Companies and the Sellers (to be subleased the extent related to Buyer or a Buyer Designee under any Sublease Agreement is in compliance with the Business) possess all Laws applicable to such parcel Permits required of the Target Companies and the Sellers under Environmental Applicable Laws to conduct the Business as presently conducted or to occupy the Leased Premises Property as presently occupied. No Target Company or the occupation thereof. Each Affiliate of Seller that is owner or lessee with respect to each parcel of Owned Premises or Leased Premises has not received any written notice (or, to Seller’s Knowledge, stating that the conduct of the Business or the condition of any other notice) from any Governmental Body alleging that Seller may be of the Leased Property is currently in violation ofof any Environmental Applicable Law, or liable under, any Law applicable to except for such Owned Premises or Leased Premisesviolations as set forth in the Environmental Assessments. In connection with each parcel of Owned Premises or Leased Premises, Except as set forth in the Affiliate of Seller that is owner or lessee with respect to such Owned Premises or Leased Premises: (i) has not entered into or agreed to any order or become otherwise subject to any order relating to compliance with Laws or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of hazardous materials and, to Seller’s KnowledgeEnvironmental Assessments, no Proceeding is pending or threatened in writing with respect thereto; and (ii) is not an indemnifying party in connection with any claim threatened or asserted in writing by any Third-Party with respect to such Owned Premises or Leased Premises relating to any hazardous materials. None of the Owned Premises or Leased Premises is listed or, to the Sellers’ Knowledge, threatened against any Target Company or Seller (to the extent related to the Business) that alleges a violation by or material Liability on the part of such Target Company or Seller of any applicable Environmental Applicable Laws arising out of the operation of the Business. To the Seller’s Knowledge, proposed for listing on there have been no Releases at or in the “National Priorities List” under CERCLA or any corresponding law vicinity of any country Leased Property or formerly leased property that would, individually or collectively, result in a material Liability for the Target Companies. (c) The Target Companies and the Sellers (to the extent related to the Business) have not disposed of any Hazardous Materials on any Leased Property currently or formerly leased by the Target Companies or the Sellers or at any other locations, in each case other than in compliance with Environmental Applicable Law. (d) Except as set forth in Section 4.18(d) of the United StatesDisclosure Schedules, there are no Hazardous Materials present at any Leased Property and neither the Target Companies nor the Sellers (with respect to the Business) have exposed any Business Employee to any Hazardous Materials, in each case where such presence or exposure is likely to result in a material liability for the Target Companies.

Environmental, Health and Safety Matters. (i) To the Knowledge of Seller and Seller’s Knowledge Stockholder, Seller is in compliance with Environmental, Health, and unless any Safety Requirements, except for such instances of noncompliance does as would not have an impact that could reasonably a Material Adverse Effect. (ii) To the Knowledge of Seller and Seller’s Stockholder, Seller has not received any written notice, report or other information regarding any 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 Seller or 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 exceed €40,000 have a Material Adverse Effect on the Wireline Communications Business, each Affiliate financial condition of Seller. (iv) To the Knowledge of Seller that is lessee with respect to each parcel of and Seller’s Stockholder, the Leased Premises to be subleased to Buyer or a Buyer Designee under any Sublease Agreement Seller holds and is in compliance with all Laws applicable to such parcel of material environmental permits required under the Leased Premises or Environmental, Health, and Safety Requirements. (v) To the occupation thereof. Each Affiliate Knowledge of Seller that is owner or lessee with respect to each parcel of Owned Premises or Leased Premises has not received any written notice (or, to and Seller’s Knowledge, any other notice) from any Governmental Body alleging that Seller may be in violation of, or liable under, any Law applicable to such Owned Premises or Leased Premises. In connection with each parcel of Owned Premises or Leased PremisesStockholder, the Affiliate of Seller that is owner or lessee with respect to such Owned Premises or Leased Premises: (i) has not entered into or agreed to any order or become otherwise subject to any order relating to compliance with Laws or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of hazardous materials and, to Seller’s Knowledge, no Proceeding is pending or threatened in writing with respect thereto; and (ii) Real Property is not an indemnifying party in connection with any claim threatened listed or asserted in writing by any Third-Party with respect to such Owned Premises or Leased Premises relating to any hazardous materials. None of the Owned Premises or Leased Premises is listed or, to Seller’s Knowledge, proposed for listing on the “National Priorities List” List promulgated pursuant to the CERCLA, 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 environmental, health, or safety matters, including without limitation any arising under CERCLA or any corresponding law of any country other than the United StatesEnvironmental, Health, and Safety Requirements.

Environmental, Health and Safety Matters. To Seller’s Knowledge (a) With respect to the Business and unless any noncompliance does not have an impact that could reasonably be expected to exceed €40,000 on the Wireline Communications BusinessPurchased Assets, each Affiliate of Seller that and its Subsidiaries is lessee and has at all times been in compliance in all material respects with all applicable Environmental Laws and Occupational Safety and Health Laws. To the Knowledge of Seller and except as disclosed on Schedule 2.17, none of the properties associated with the Business currently or formerly owned, leased or operated by Seller or any of its Subsidiaries (including soils and surface and ground waters) are contaminated with any Hazardous Substance. With respect to each parcel the Business and the Purchased Assets, neither Seller nor any of the Leased Premises to be subleased to Buyer or a Buyer Designee under any Sublease Agreement is in compliance with all Laws applicable to such parcel of the Leased Premises or the occupation thereof. Each Affiliate of Seller that is owner or lessee with respect to each parcel of Owned Premises or Leased Premises its Subsidiaries has not received any written notice (ornotice, to Seller’s Knowledge, any other notice) from any Governmental Body alleging letter or written request for information stating that Seller it may be in violation of Environmental Laws or Occupational Safety and Health Laws, or liable under any Contract or pursuant to Environmental Laws or Occupational Safety and Health Laws, for any contamination by Hazardous Substances at any site containing Hazardous Substances. (b) With respect to the Business and the Purchased Assets, Seller and each of its Subsidiaries possess and are in compliance in all material respects with all Permits required under any applicable Environmental Law and Occupational Safety and Health Law. With respect to the Business and the Purchased Assets, none of Seller, any of its Subsidiaries or any of its or their officers has received nor, to the Knowledge of Seller, is there any basis for, any written communication or complaint from a Governmental Entity or other Person alleging that Seller or any of its Subsidiaries has any Liability under any Environmental Law or Occupational Safety and Health Law or is not in compliance with any Environmental Law or Occupational Safety and Health Laws. (c) With respect to the Business and the Purchased Assets, to the Knowledge of Seller, there are no conditions, circumstances, or incidents that constitute a material violation by Seller or any of its Subsidiaries of, or liable underare reasonably likely to prevent or interfere with Seller’s or its Subsidiaries’ future compliance with, any Law applicable Environmental Laws or Occupational Safety and Health Laws. (d) Seller and each of its Subsidiaries have made available to such Owned Premises Purchaser complete and accurate copies of all material environmental site assessments, or Leased Premises. In connection with each parcel of Owned Premises or Leased Premises, the Affiliate of Seller that is owner or lessee with respect to such Owned Premises or Leased Premises: (i) has not entered into or agreed to any order or become otherwise subject to any order audits in their possession relating to the environmental condition of the Business and Purchased Assets and Seller’s and its Subsidiaries’ compliance with Environmental Laws or as related to the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of hazardous materials and, to Seller’s Knowledge, no Proceeding is pending or threatened in writing with respect thereto; and (ii) is not an indemnifying party in connection with any claim threatened or asserted in writing by any Third-Party with respect to such Owned Premises or Leased Premises relating to any hazardous materials. None of the Owned Premises or Leased Premises is listed or, to Seller’s Knowledge, proposed for listing on the “National Priorities List” under CERCLA or any corresponding law of any country other than the United StatesBusiness.

Environmental, Health and Safety Matters. To (a) Except as set forth on Schedule_4.20(a), each Seller has been and is in material compliance with all Environmental Laws applicable to such Seller and the Business as conducted at the Facilities, and possesses and complies and has complied with all Environmental Permits required under such Environmental Laws. All Environmental Permits held by any Seller are set forth on Schedule 4.20(a). No Seller has been notified by any Governmental Entity that any such Environmental Permits will be modified, suspended or revoked or cannot be renewed in the Ordinary Course of Business consistent with past practice. (b) Except as set forth on Schedule 4.20(b), there are no present or past Environmental Conditions. (c) There is no pending or threatened Environmental Claim against any Seller or any Seller’s Knowledge affiliates relating to the Real Property. (d) There are no Hazardous Materials or other conditions at, under or emanating from, and unless there has been no Release at, on or adjoining, any noncompliance does not have an impact real property currently or formerly owned, operated or leased by any Seller or any respective predecessors-in-interest (collectively, the “Property”) that could would reasonably be expected to exceed €40,000 on the Wireline Communications Business, each Affiliate give rise to an Environmental Claim against or Liability of any Seller that is lessee with respect to each parcel under any Environmental Law. (e) None of the Leased Premises to be subleased to Buyer or a Buyer Designee under any Sublease Agreement Real Property is in compliance with all Laws applicable to such parcel of the Leased Premises or the occupation thereof. Each Affiliate of Seller that is owner or lessee with respect to each parcel of Owned Premises or Leased Premises has not received any written notice (or, to Seller’s Knowledge, any other notice) from any Governmental Body alleging that Seller may be in violation of, or liable under, any Law applicable to such Owned Premises or Leased Premises. In connection with each parcel of Owned Premises or Leased Premises, the Affiliate of Seller that is owner or lessee with respect to such Owned Premises or Leased Premises: (i) has not entered into listed or agreed to any order or become otherwise subject to any order relating to compliance with Laws or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of hazardous materials and, to Seller’s Knowledge, no Proceeding is pending or threatened in writing with respect thereto; and (ii) is not an indemnifying party in connection with any claim threatened or asserted in writing by any Third-Party with respect to such Owned Premises or Leased Premises relating to any hazardous materials. None of the Owned Premises or Leased Premises is listed or, to Seller’s Knowledge, proposed for listing on the “National Priorities List” List promulgated under CERCLA CERCLA, (ii) listed on the Comprehensive Environmental Response, Compensation, and Liability Information System promulgated under CERCLA, or (iii) listed on any comparable list promulgated or published by any Governmental Entity. No Lien has been recorded under any Environmental Law with respect to any of the Property. (f) No Seller has assumed, contractually or by operation of applicable Law, any Liabilities of any third party under any Environmental Law. (g) The execution and delivery by the Sellers of this Agreement and the consummation by the Sellers of the transactions contemplated hereby will not require any Remedial Action under any Environmental Law. (h) No Seller is conducting any Remedial Action under any Environmental Law, nor is any Seller obligated under any Environmental Law or order, decree or agreement with any Governmental Entity to conduct any such Remedial Action, in each case related to any Seller or the Business. (i) There are no underground storage tanks or related piping, surface impoundments, land disposal sites, hazardous waste storage, treatment, or disposal units or facilities or friable asbestos containing material at the Facilities. (j) Schedule 4.20(j) sets forth an accurate, true, correct and complete list of all Environmental Reports. Copies of such Environmental Reports and written notices and correspondence have previously been provided to the Buyer Parties. (k) Each of the locations where Sellers conduct Business and the Real Property are in material compliance with OSHA, and all other applicable Laws with respect to occupational safety and health. There are no actions, suits, claims, notices of potential claims, regulatory proceedings or other litigation, proceedings or governmental investigations pending or threatened against or affecting the Business of the Sellers or any corresponding law of the Real Property, in each case based upon an alleged violation of OSHA or any other applicable Law with respect to occupational safety and health. (l) There are no actions, suits, claims, notices of potential claims, regulatory proceedings or other litigation, proceedings or governmental investigations pending or threatened against or affecting the business of any country Seller or any of the Facilities, in each case based upon an alleged exposure to asbestos or based upon an alleged exposure to any other than substance or condition at any of the United StatesFacilities or the Property that is alleged to violate OSHA or any other applicable Law with respect to occupational safety and health. (m) The Sellers and the Facilities and their operations and assets are not reasonably expected to require a material capital expenditure or annual operating expense increase during the two years following the Closing Date to achieve compliance with any Environmental Law.