Common use of Environmental Health and Safety Clause in Contracts

Environmental Health and Safety. (a) To the knowledge of Seller, each of Seller, its Subsidiaries and their respective predecessors and Affiliates has complied with all Environmental, Health, and Safety Laws (defined below), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the knowledge of Seller, each of Seller, its Subsidiaries and their respective predecessors and Affiliates has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations which are required under, and 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. 11 17 (b) To the knowledge of Seller, none of Seller and its Subsidiaries has 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 operation of the Divisions have been free of asbestos, PCBs, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and other hazardous substances or wastes. (d) There is no pending audit known to Seller by any foreign, federal, state, or local governmental authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of hazardous substances or wastes; or the use of underground storage tanks by any of Seller, its Subsidiaries and their respective predecessors and Affiliates or relating to the facilities of any of Seller, its Subsidiaries and their respective predecessors and Affiliates. None of Seller and its Subsidiaries has any agreement with any foreign, federal, state, or local governmental authority or any other third party relating to any such environmental matter or environmental cleanup. (e) For purposes of this Agreement, the term "Environmental, Health, and Safety Laws" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 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 and local 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, groundwater 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. ARTICLE V

Environmental Health and Safety. (a) To the knowledge of Seller, each of Seller, its Subsidiaries and their respective predecessors and Affiliates Seller has complied with all Environmental, Health, and Safety Laws (defined below)Laws, and to Seller’s and Shareholder’s Knowledge, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them it alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the knowledge of Seller, each of Seller, its Subsidiaries and their respective predecessors and Affiliates Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations which are required under, and 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. 11 17 (b) To the knowledge of Seller’s and Shareholder’s Knowledge, none of Seller and its Subsidiaries has does not have any liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Seller 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 individual, or for any reason under any Environmental, Health Health, and Safety Law. (c) All . To Seller’s and Shareholder’s Knowledge, all properties and equipment used in the operation Business of the Divisions Seller have been free of asbestos, PCBsPCB’s, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and other hazardous substances or wastes. (d) There is Extremely Hazardous Substances. To Seller’s and Shareholder’s Knowledge, no pending audit known to Seller by any foreignpollutant, federal, state, or local governmental authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of hazardous substances or wastes; or the use of underground storage tanks by any of Seller, its Subsidiaries and their respective predecessors and Affiliates or relating to the facilities of any of Seller, its Subsidiaries and their respective predecessors and Affiliates. None of Seller and its Subsidiaries has any agreement with any foreign, federal, state, or local governmental authority or any other third party relating to any such environmental matter or environmental cleanup. (e) For purposes of this Agreement, the term "Environmental, Health, and Safety Laws" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 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 and local 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, contaminant or chemical, industrial, hazardous, hazardous or toxic materials material or wastes into ambient airwaste has ever been buried, surface waterstored, groundwater spilled, leaked, discharged, emitted or lands released on any real property that Seller has used 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. ARTICLE Vleased.

Environmental Health and Safety. (a) To Each of the knowledge of Seller, Target and each of Seller, its Subsidiaries has materially complied with and their respective predecessors and Affiliates has complied is in material compliance with all Environmental, Health, Health and Safety Laws (defined below)Laws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the knowledge of Seller, each of Seller, the 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 in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations which are required under, and 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. 11 17. (b) To the knowledge Knowledge of Sellerthe Target, none neither the Target nor any of Seller and its Subsidiaries has any liability material Liability (and none of the Target, its Subsidiaries and their respective predecessors and Affiliates has handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could form the Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Target or its Subsidiaries giving rise to any material 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 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 Health, and Safety Law. (c) All properties and equipment used in the operation Except as set forth on Section 5.24(c) of the Divisions have been free Disclosure Schedule, neither the Target, its Subsidiaries nor their respective predecessors has received any written or oral notice, report or other communication regarding any actual or alleged violation of asbestosEnvironmental, PCBsHealth and Safety Laws, methylene chlorideor any Liabilities or potential Liabilities, trichloroethyleneincluding any investigatory, 1,2-trans-dichloroethyleneremedial or corrective obligations, dioxinsrelating to any of them or its facilities arising under Environmental, dibenzofurans, Health and other hazardous substances or wastesSafety Laws. (d) There is To the Knowledge of the Target, no pending audit known facts, events or conditions relating to Seller by any foreignthe past or present facilities, federalproperties or operations of the Target, stateits Subsidiaries, or local governmental authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of hazardous substances or wastes; or the use of underground storage tanks by any of Seller, its Subsidiaries and their respective predecessors and Affiliates will prevent, hinder or relating to the facilities of any of Seller, its Subsidiaries and their respective predecessors and Affiliates. None of Seller and its Subsidiaries has any agreement limit continued compliance with any foreign, federal, state, or local governmental authority or any other third party relating to any such environmental matter or environmental cleanup. (e) For purposes of this Agreement, the term "Environmental, Health, Health and Safety Laws" means the Comprehensive Environmental Response, Compensation give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health and Liability Act of 1980, 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 and local governments (and all agencies thereof) concerning pollution or protection of the environment, public health and safetyLaws, or employee health give rise to any other Liabilities pursuant to Environmental, Health and safetySafety Laws, including laws including, without limitation, any relating to emissions, discharges, releases, onsite or offsite releases or threatened releases of pollutantshazardous materials, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes into ambient air, surface water, groundwater 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 substances or wastes. ARTICLE V, personal injury, property damage or natural resources damage.

Environmental Health and Safety. (a) To the knowledge of SellerExcept as set forth on Schedule 4.19, each of Seller, its Subsidiaries and their respective predecessors and Affiliates Seller has complied with all Environmental, Health, and Safety Laws (defined below)Laws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the knowledge of Seller, each of Seller, its Subsidiaries and their respective predecessors and Affiliates Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations which are required under, and 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. 11 17. (b) To Seller has no liability and Seller has not handled or disposed of any substance, arranged for the knowledge disposal of Sellerany substance, none of exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against Seller and its Subsidiaries has 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 individual, or for any reason under any Environmental, Health Health, and Safety Law. (c) All Except as set forth on Schedule 4.19, all properties and equipment used in the operation business of the Divisions Station have been free of asbestos, PCBsPCB’s, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene1,2- transdichloroethylene, dioxins, dibenzofurans, and other hazardous substances 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 Material is found on, in, or wastesunder 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 cost of any remedial action exceeds fifty thousand dollars ($50,000), then Seller may choose not to take such remedial action without breaching this subsection 4.19(c), and 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 released to Buyer, or close this Agreement and take the Assets subject to such Hazardous Material (subject to the Purchase Price adjustment provided for in Section 7.12). (d) There is Seller has no pending audit known to knowledge of nor has Seller by received any foreignnotice of any radon, federallead based paint, stateasbestos, hazardous or toxic materials, wastes, underground storage tanks, railroad derailments or spills, or local governmental authority with respect to groundwatersubstances or contamination in, soilon, or air monitoring; under the storage, burial, release, transportation, or disposal of hazardous substances or wastes; Real Property or the use improvements thereon in violation of underground storage tanks by any of Seller, its Subsidiaries and their respective predecessors and Affiliates or relating to the facilities of any of Seller, its Subsidiaries and their respective predecessors and Affiliates. None of Seller and its Subsidiaries has any agreement with any foreign, federal, state, or local governmental authority or any other third party relating to any such environmental matter or environmental cleanup. (e) For purposes of this Agreement, the term "applicable Environmental, Health, and Safety Laws" . (e) “Environmental, Health, and Safety Laws” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 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 state, local, and local 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, groundwater ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, or chemical, industrialindustrial hazardous, hazardous. or toxic materials or wastes. ARTICLE V.

Environmental Health and Safety. (a) To the knowledge of Seller, each of Seller, its Subsidiaries and their respective predecessors and Affiliates has complied with all Environmental, Health, and Safety Laws (defined below), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the knowledge of Seller, each of Seller, its Subsidiaries and their respective predecessors and Affiliates has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations which are required under, and 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. 11 17. (b) To the knowledge of Seller, none of Seller and its Subsidiaries has 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 operation of the Divisions have been free of asbestos, PCBs, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and other hazardous substances or wastes. (d) There is no pending audit known to Seller by any foreign, federal, state, or local governmental authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of hazardous substances or wastes; or the use of underground storage tanks by any of Seller, its Subsidiaries and their respective predecessors and Affiliates or relating to the facilities of any of Seller, its Subsidiaries and their respective predecessors and Affiliates. None of Seller and its Subsidiaries has any agreement with any foreign, federal, state, or local governmental authority or any other third party relating to any such environmental matter or environmental cleanup. (e) For purposes of this Agreement, the term "Environmental, Health, and Safety Laws" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 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 and local 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, groundwater 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. ARTICLE V.