Common use of Environmental Health and Safety Clause in Contracts

Environmental Health and Safety. (a) Each of the Company, the Company Subsidiaries, and their respective predecessors and Affiliates has complied in all material respects with all Environmental, Health, and Safety Laws, and no Proceeding, charge, complaint, demand, or notice has been filed, commenced or to the Knowledge of the Company, threatened against any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, each of the Company, the Company Subsidiaries and their respective predecessors and Affiliates has obtained and been in compliance with all of the terms and conditions of all Permits, licenses, and other authorizations that are required under, and have complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws, except to the extent that the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000. (b) Except as set forth in Section 4.18(b) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company or any of the Company Subsidiaries has any liability (and none of the Company, the Company Subsidiaries or their respective predecessors and Affiliates has handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in any manner that, could form the basis for any present or future Proceeding, charge, complaint or demand against the Company or any Company Subsidiary giving rise to any liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. (c) All properties and equipment used in the business of the Company, the Company Subsidiaries and their respective predecessors and Affiliates are and have been free from any Hazardous Substance, except to the extent that the failure to be free from any Hazardous Substance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000.

Environmental Health and Safety. (a) Each of The Company and the Company, the Company Subsidiaries, and their respective predecessors and Affiliates has Subsidiary (A) have complied in all material respects with all applicable Environmental, Health, and Safety Laws, Laws governing the Company or the Subsidiary in all material respects (and no Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed, filed or commenced or to the Knowledge of the Company, threatened against any of them alleging any such failure so to comply. Without limiting the generality of the preceding sentence), each of the Company, the Company Subsidiaries and their respective predecessors and Affiliates has (B) have obtained and been in substantial compliance with all of the terms and conditions of all Permitsmaterial permits, licenses, and other authorizations that which are required underunder all applicable Environmental, Health, and Safety Laws governing the Company or the Subsidiary, and (C) have complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all in the Environmental, Health, and Safety Laws, except to Laws governing the extent that Company or the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000Subsidiary. (b) Except as set forth in Section 4.18(b) of To the Company Disclosure Letter, to the Knowledge of the Company, none of the Company or any of the Company Subsidiaries has any liability (and none knowledge of the Company, the Company Subsidiaries and the Subsidiary have no material liability (whether asserted or their respective predecessors unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and Affiliates has whether due or to become due), there is no fact or circumstance that with the passage of time, or occurrence of other reasonably foreseeable events would give rise to any material liability, and the Company and the Subsidiary have not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in any manner that, that could form the basis for any present or future Proceeding, charge, complaint or demand against the Company or any Company Subsidiary giving give rise to any material liability) , for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. (c) All properties and equipment used in the business of the Company, Law governing the Company Subsidiaries and their respective predecessors and Affiliates are and have been free from any Hazardous Substance, except to or the extent that the failure to be free from any Hazardous Substance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000Subsidiary.

Environmental Health and Safety. (a) Each of the Company, the Company Subsidiaries, Target and their respective predecessors each of its Subsidiaries has materially complied with and Affiliates has complied is in all material respects compliance with all Environmental, Health, Health and Safety Laws, and no Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed, filed or commenced or to the Knowledge of the Company, threatened against any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, each of the Company, the Company Target and its Subsidiaries and their respective predecessors and Affiliates has obtained and and, except as set forth on Section 5.24(a) of the Disclosure Schedule, has been in material compliance with all of the terms and conditions of all Permitspermits, licenses, and other authorizations that which are required under, and have has materially complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, Health and Safety Laws, except to the extent that the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000. (b) Except as set forth in Section 4.18(b) of the Company Disclosure Letter, to To the Knowledge of the CompanyTarget, none of neither the Company or Target nor any of the Company its Subsidiaries has any liability material Liability (and none of the CompanyTarget, the Company its Subsidiaries or and their respective predecessors and Affiliates has handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in any manner that, that could form the basis Basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint complaint, claim or demand against the Company Target or any Company Subsidiary its Subsidiaries giving rise to any liabilitymaterial Liability, or assumed or undertaken any material Liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, including any material Liability for response costs, corrective action costs, personal injury, property damages, natural resources damages or attorneys’ fees, or for any reason under any Environmental, Health, and Safety Law. (c) All properties and equipment used in the business Except as set forth on Section 5.24(c) of the CompanyDisclosure Schedule, neither the Company Target, its Subsidiaries and nor their respective predecessors has received any written or oral notice, report or other communication regarding any actual or alleged violation of Environmental, Health and Affiliates are Safety Laws, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health and have been free from any Hazardous SubstanceSafety Laws. (d) To the Knowledge of the Target, except no facts, events or conditions relating to the extent that past or present facilities, properties or operations of the failure Target, its Subsidiaries, or any of their respective predecessors will prevent, hinder or limit continued compliance with Environmental, Health and Safety Laws, give rise to be free from any Hazardous Substance has not resultedinvestigatory, remedial or corrective obligations pursuant to Environmental, Health and would not reasonably be expected Safety Laws, or give rise to resultany other Liabilities pursuant to Environmental, individually Health and Safety Laws, including, without limitation, any relating to onsite or in the aggregateoffsite releases or threatened releases of hazardous materials, in additional costsubstances or wastes, expense personal injury, property damage or liability to the Company, Parent and their Affiliates of more than $100,000natural resources damage.

Environmental Health and Safety. (ai) Each of the Company, the Company its Subsidiaries, and their respective predecessors and Affiliates has complied in all material respects with all Environmental, Health, Health and Safety Laws, and no Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed, filed or commenced or to the Knowledge of the Company, threatened against any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, each of the Company, the Company Subsidiaries its Subsidiaries, and their respective predecessors and Affiliates has obtained and been in compliance with all of the terms and conditions of all Permitspermits, licenses, and other authorizations that which are required under, and have has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, Health and Safety Laws, except to the extent that the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000. (bii) Except as set forth in Section 4.18(b) None of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company or any of the Company and its Subsidiaries has any liability Liability (and none of the Company, the Company Subsidiaries or its Subsidiaries, and their respective predecessors and Affiliates has handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in any manner that, that could form the basis Basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint complaint, claim, or demand against any of the Company or any Company Subsidiary and its Subsidiaries giving rise to any liabilityLiability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, Health and Safety Law. (ciii) All properties and equipment used in the business of the Company, the Company Subsidiaries its Subsidiaries, and their respective predecessors and Affiliates are and have been free from any Hazardous Substanceof asbestos, except to the extent that the failure to be free from any Hazardous Substance has not resultedPCB's, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000dibenzofurans.

Environmental Health and Safety. (a) Each Except as set forth in Schedule 3.18 annexed hereto, the Company has, to the best of the Company's knowledge, the Company Subsidiaries, and their respective predecessors and Affiliates has complied in all material respects with all Environmentalapplicable federal, Healthstate, local and foreign statutes, laws and regulations, ordinances, rules, judgements, orders, decrees, permits, licenses or codes that are currently in effect and that relate to the environment (hereinafter collectively referred to as the "Environmental Health and Safety Laws, ") and no Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed, filed or commenced or to against the Knowledge of the Company, threatened against any of them Company alleging any failure so to comply. Without limiting the generality of the preceding sentence, each of except as set forth in Schedule 3.18 or in the CompanySEC Reports, the Company Subsidiaries and their respective predecessors and Affiliates has obtained and been in compliance with all of the terms and conditions of all Permitspermits, licenses, and other authorizations that which are required under, under and have has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, schedules and timetables time tables which are contained in, all Environmental, Health, in the Environmental Health and Safety Laws, except to . To the extent that the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000. (b) Except as set forth in Section 4.18(b) of the Company Disclosure Letter, to the Knowledge best of the Company, none of the Company or any of the Company Subsidiaries has any liability (and none of the Company's knowledge, the Company Subsidiaries has no liability or their respective predecessors and Affiliates has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee or other individual to any Hazardous Substance substance or condition, condition or owned or operated any property or facility in any manner that, that could form the basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint complaint, claim or demand against the Company or any Company Subsidiary giving rise to any liability) liability for damage to any site, location, location or body of water (surface or subsurface), ) for any illness of or personal injury to any employee or other individual, individual or for any reason under any Environmental, Health, Environmental Health and Safety Law. (c) All . To the best of the Company's knowledge, all properties and equipment used in the business of the Company, the Company Subsidiaries and their respective predecessors and Affiliates are and have been free from of asbestos, PCB'S, methylene chloride, trichloroethylene, dioxin, dibenzofurans or any Hazardous Substance, except to the extent that the failure to be free from any Hazardous Substance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000other extremely hazardous substance.

Environmental Health and Safety. (a) Each of the CompanyExcept as set forth on Schedule 4.19, the Company Subsidiaries, and their respective predecessors and Affiliates Seller has complied in all material respects with all Environmental, Health, and Safety Laws, and no Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed, filed or commenced or to the Knowledge of the Company, threatened against any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, each of the Company, the Company Subsidiaries and their respective predecessors and Affiliates Seller has obtained and been in compliance with all of the terms and conditions of all Permitspermits, licenses, and other authorizations that which are required under, and have has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws, except to the extent that the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000. (b) Except as set forth in Section 4.18(b) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company or any of the Company Subsidiaries Seller has any no liability (and none of the Company, the Company Subsidiaries or their respective predecessors and Affiliates Seller has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in any manner that, that could form the basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint complaint, claim or demand against the Company or any Company Subsidiary giving rise to any liability) Seller for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. (c) All Except as set forth on Schedule 4.19, all properties and equipment used in the business of the Company, the Company Subsidiaries and their respective predecessors and Affiliates are and Station have been free from of PCB’s, methylene chloride, trichloroethylene, 1,2- transdichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances (as defined in Section 302 of the Emergency Planning and Community Right to Know Act of 1986). If, through the Closing Date, any Hazardous SubstanceMaterial is found on, except in, or under the Assets, Seller, at its own cost and expense, shall immediately take such action as is necessary to prevent the spread of and remove or clean up, or otherwise remedy the existence or spread of, such Hazardous Material to the extent required by applicable laws; provided, however, that if the failure cost of any remedial action exceeds fifty thousand dollars ($50,000), then Seller may choose not to be free from any Hazardous Substance has not resultedtake such remedial action without breaching this subsection 4.19(c), and would not reasonably Buyer may, at its sole option, either terminate this Agreement whereupon all liability with respect to this subsection 4.19(c) shall cease and the Escrow Deposit shall be expected released to resultBuyer, individually or in close this Agreement and take the aggregate, in additional cost, expense or liability Assets subject to such Hazardous Material (subject to the CompanyPurchase Price adjustment provided for in Section 7.12). (d) Seller has no knowledge of nor has Seller received any notice of any radon, Parent lead based paint, asbestos, hazardous or toxic materials, wastes, underground storage tanks, railroad derailments or spills, or substances or contamination in, on, or under the Real Property or the improvements thereon in violation of applicable Environmental, Health, and their Affiliates Safety Laws. (e) “Environmental, Health, and Safety Laws” means the Comprehensive Environmental Response, Compensation and Liability Act of more than $100,0001980, the Resource Conservation and Recovery Act of 1976, and the Occupational Safety and Health Act of 1970, each as amended, together with all other laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof) concerning pollution or protection of the environment, public health and safety, or employee health and safety, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, or chemical, industrial hazardous, or toxic materials or wastes.

Environmental Health and Safety. (a) Each of the The Company, the Company Subsidiaries, and their respective predecessors and Affiliates has affiliates have complied in all material respects with all Environmental, Health, and Safety Laws, and no Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed, commenced or to the Knowledge of the Company's knowledge, threatened against any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, each of the Company, the Company Subsidiaries and their respective predecessors and Affiliates has affiliates have obtained and been in compliance with all of the terms and conditions of all Permitspermits, licenses, and other authorizations that which are required under, and have complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws, except to the extent that the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000. (b) Except as set forth in Section 4.18(b) of the Company Disclosure Letter, to the Knowledge of the Company, none None of the Company or any of the Company Subsidiaries Subsidiary has any liability (and none of neither the Company, the Company Subsidiaries or nor their respective predecessors and Affiliates affiliates has handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in any manner that, could form the basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint complaint, claim, or demand against the Company or any Company Subsidiary giving rise to any liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. (c) All properties and equipment used in the business of the Company, the Company Subsidiaries and their respective predecessors and Affiliates affiliates are and have been free from any Hazardous Substance, except to the extent that the failure to be free from any Hazardous Substance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000.

Environmental Health and Safety. (ai) Each of the Company, the Company Subsidiaries, and their respective predecessors and Affiliates Seller has complied in all material respects with all Environmental, Health, Health and Safety Laws; and (ii) no action, and no Proceedingsuit, proceeding, hearing, investigation, charge, complaint, demandclaim, demand or notice has been filed, commenced or or, to the Knowledge of the CompanySellers threatened, threatened against any of them Seller alleging any failure so to comply. Without limiting the generality of the preceding sentence, each of the Company, the Company Subsidiaries and their respective predecessors and Affiliates Each Seller has obtained and been in compliance with all of the terms and conditions of all Permitspermits, licenses, licenses and other authorizations that which are required under, and have has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, schedules and timetables which are contained in, all Environmental, Health, Health and Safety Laws, except to the extent that the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000. (b) Except as set forth in Section 4.18(b) of the Company Disclosure LetterEach Seller has not handled, to the Knowledge of the Company, none of the Company or any of the Company Subsidiaries has any liability (and none of the Company, the Company Subsidiaries or their respective predecessors and Affiliates has handled or disposed of any Hazardous Substanceof, arranged for the disposal of any Hazardous Substance, or exposed any employee or other individual to any Hazardous Substance substance, material or condition, condition or owned or operated any property or facility in any manner that, that could form the basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint complaint, claim or demand under any Environmental, Health and Safety Laws or otherwise against the Company Business or any Company Subsidiary Seller giving rise to any liability) liability for damage to any site, location, or body of water Leased Facility (surface or subsurface), or for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. (c) All properties To the Knowledge of Sellers, there are no past or present actions, activities, circumstances, conditions, events or incidents under any Environmental, Health and equipment used in Safety Laws or otherwise which could form the business basis of any claim against the Business or the Acquired Assets or against any person or entity whose liability for any claim the Business has or may have retained or assumed either contractually or by operation of law. (d) To the Knowledge of Sellers, none of the CompanyTransportation Equipment has been used other than in compliance with Environmental, the Company Subsidiaries Health and their respective predecessors and Affiliates are and have been free from any Hazardous Substance, except to the extent that the failure to be free from any Hazardous Substance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000Safety Laws.

Environmental Health and Safety. (a) Each of the Company, the Company Subsidiariesand its Subsidiary, and their respective predecessors and Affiliates has complied in all material respects with all Environmental, Health, and Safety Laws, and no Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed, filed or commenced or to the Knowledge of the Company, threatened against any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, each of the Company, the Company Subsidiaries its Subsidiary, and their respective predecessors and Affiliates has obtained and been in compliance with all of the terms and conditions of all Permitspermits, licenses, and other authorizations that which are required under, and have has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws, except to the extent that the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000. (b) Except as set forth in Section 4.18(b) of Neither the Company Disclosure Letter, to the Knowledge of the Company, none of the Company or any of the Company Subsidiaries nor its Subsidiary has any liability Liability (and none of the Company, the Company Subsidiaries or its Subsidiary, and their respective predecessors and Affiliates has handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in any manner that, that could form the basis Basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint complaint, claim, or demand against either the Company or any Company its Subsidiary giving rise to any liabilityLiability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or other individual, or for any reason under any Environmental, Health, and Safety Law. (c) All properties and equipment used in the business of the Company, the Company Subsidiaries its Subsidiary, and their respective predecessors and Affiliates are and have been free from any Hazardous Substanceof asbestos, except to the extent that the failure to be free from any Hazardous Substance has not resultedPCB's, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000Extremely Hazardous Substances.