Common use of Environmental Liability Clause in Contracts

Environmental Liability. Except as set forth in Section 4.19 of the Maxtor Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would be expected to result in the imposition, on Maxtor or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materials, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of Maxtor, threatened against Maxtor or any of its Subsidiaries, which liability or obligation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtor, there is no reasonable basis for any such proceeding, claim, action or governmental investigations of any nature that would impose any liability or obligation which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtor, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor. Neither Maxtor nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor.

Environmental Liability. Except as set forth have not had and would not reasonably be expected to have, individually or in Section 4.19 of the Maxtor Disclosure Scheduleaggregate, a Material Adverse Effect on Acquiror, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations action or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would could be expected to result in the imposition, on Maxtor Acquiror or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materials, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of MaxtorAcquiror, threatened against Maxtor Acquiror or any of its Subsidiaries, which liability or obligation. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Acquiror, to the knowledge of Acquiror, there are no past, present, or reasonably anticipated future facts, occurrences or circumstances that would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtor, there is no reasonable basis for give rise to any such proceeding, claim, action or governmental investigations of any nature investigation that would impose any such liability or obligation whichobligation. During or, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of MaxtorAcquiror prior to, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current or former properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Materials of Environmental Laws Concern in, on, under or affecting any such property whichwhich have had or would reasonably be expected to have, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorAcquiror. Neither Maxtor Acquiror nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law which, individually or in the aggregate, would reasonably be expected relating to have a Material Adverse Effect on MaxtorMaterials of Environmental Concern.

Environmental Liability. Except as set forth in Section 4.19 4.21 of the Maxtor Northern Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would could be expected to result in the impositionimposition of, on Maxtor or any of its Subsidiaries of Northern any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materialssafety, or arising under any local, state or federal environmental statute, regulation or ordinance, including including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”"ENVIRONMENTAL LAWS"), pending or, to the knowledge of MaxtorNorthern, threatened against Maxtor or any of its SubsidiariesNorthern, which liability or obligation, individually obligation would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorNorthern. To the knowledge of MaxtorNorthern, there is no reasonable basis for any such proceeding, claim, action or governmental investigations of any nature investigation that would impose any liability or obligation which, individually that would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorNorthern. To the knowledge of MaxtorNorthern, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which, individually or in the aggregate, which would reasonably be expected to have a Material Adverse Effect on MaxtorNorthern. Neither Maxtor nor any of its Subsidiaries Northern is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law which, individually that would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorNorthern.

Environmental Liability. Except as set forth in Section 4.19 4.20 of the Maxtor Providian Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would could be expected to result in the imposition, on Maxtor Providian or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materialssafety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of MaxtorProvidian, threatened against Maxtor Providian or any of its Subsidiaries, which liability or obligation, individually obligation would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorProvidian. To the knowledge of MaxtorProvidian, there is no reasonable basis for any such proceeding, claim, action or governmental investigations of any nature investigation that would impose any liability or obligation which, individually that would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorProvidian. To the knowledge of MaxtorProvidian, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which, individually or in the aggregate, which would reasonably be expected to have a Material Adverse Effect on MaxtorProvidian. Neither Maxtor Providian nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law which, individually that would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorProvidian.

Environmental Liability. Except for such matters that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent: (a) Parent and its Subsidiaries has complied with all applicable Environmental Laws; (b) there has been no release or threat of release of any Hazardous Substance at, to, under, on or from any property currently owned, leased, or operated by the Parent or its Subsidiaries, as set forth in Section 4.19 a result of the Maxtor Disclosure Scheduleoperations of Parent, or, to the knowledge of Parent, otherwise; (c) there was no release or threat of release of any Hazardous Substance at, to, under, on or from any property formerly owned, leased or operated by the Parent or its Subsidiaries during the period of ownership, lease or operation by the Parent or its Subsidiaries or their predecessors, as a result of the operations of Parent, or, to the knowledge of Parent, otherwise; (d) neither Parent nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on any third party property; (e) neither Parent nor its Subsidiaries has received any notice, demand, claim, summons, request for information, or other notice alleging that the Parent or its Subsidiaries may be in violation of or liable under any Environmental Law; (f) neither Parent nor its Subsidiaries are subject to any orders, agreements, decrees, judgments, writs or injunctions of, or arrangements with, any court, governmental authority or regulatory agency or is subject to any indemnity or other agreement with any third party, in each case relating to liability or an obligation under any Environmental Law or relating to Hazardous Substances; and (g) to the knowledge of Parent, there are no conditions involving Parent or its Subsidiaries or their predecessors that could reasonably be expected to result in any legal, administrative, arbitral arbitral, or other proceedings, claims, actions, causes of action, private environmental liabilities, obligations, investigations or remediation activities costs, or governmental investigations any restrictions on the ownership, use or transfer of any nature seeking to impose, property of Parent or that reasonably would be expected to result in the imposition, on Maxtor or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materials, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of Maxtor, threatened against Maxtor or any of its Subsidiaries, which liability or obligation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtor, there is no reasonable basis for any such proceeding, claim, action or governmental investigations of any nature that would impose any liability or obligation which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtor, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor. Neither Maxtor nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or arising under any Environmental Law which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorLaw.

Environmental Liability. Except as set forth have not had and would not reasonably be expected to have, individually or in Section 4.19 of the Maxtor Disclosure Scheduleaggregate, a Material Adverse Effect on the Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations action or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would could be expected to result in the imposition, on Maxtor the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materialssafety, or under any local, state or federal environmental statute, regulation Law relating to the protection of the environment or ordinancehuman health or safety, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of Maxtorthe Company, threatened against Maxtor the Company or any of its Subsidiaries, which liability or obligation. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, to the knowledge of the Company, there are no past, present, or reasonably anticipated future facts, occurrences or circumstances that would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtor, there is no reasonable basis for give rise to any such proceeding, claim, action or governmental investigations of any nature investigation that would impose any such liability or obligation whichobligation. During or, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtorthe Company prior to, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current or former properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials materials, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, ureformaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws (“Materials of Environmental Concern”) in, on, under or affecting any such property whichwhich have had or would reasonably be expected to have, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtorthe Company. Neither Maxtor the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law which, individually or in the aggregate, would reasonably be expected relating to have a Material Adverse Effect on MaxtorMaterials of Environmental Concern.

Environmental Liability. Except as set forth in on Section 4.19 3.18 of the Maxtor such Party’s Disclosure ScheduleMemorandum or as would not be material to such Party and its Subsidiaries taken as a whole, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, claims or actions or any private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, impose or that could reasonably would be expected to result in the imposition, on Maxtor such Party or any of its Subsidiaries Subsidiaries, of any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materials, or under any local, state or federal environmental statuteenvironmental, regulation health or ordinancesafety Law, including the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980, as amended amended, (collectively, the “Environmental Laws”), ) pending or, to the knowledge Knowledge of Maxtorsuch Party, threatened against Maxtor such Party or any of its Subsidiaries, which liability or obligation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge Knowledge of Maxtorsuch Party, there is no reasonable basis for any such proceeding, claim, action or governmental investigations of any nature investigation that would impose any liability or obligation which, individually that would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtorsuch Party. To the knowledge Knowledge of Maxtorsuch Party, during or prior to the period of (i) its such Party’s, or any of its Subsidiaries’ ownership or operation of any of their respective current propertiesproperty, (ii) its such Party’s, or any of its Subsidiaries’ participation in the management of any property, or (iii) its such Party’s, or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property whichwhich would reasonably be expected to, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtorsuch Party. Neither Maxtor such Party nor any of its Subsidiaries is subject to any material agreement, order, judgment, decree, letter judgment or memorandum decree by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant with respect to the foregoing. There has been no material written third party environmental site assessment conducted since January 1, 2015 assessing the presence of hazardous materials located on any property owned or under leased by such Party or any Environmental Law which, individually of its Subsidiaries that is within the possession or in control of such Party and its Subsidiaries or Affiliates as of the aggregate, would reasonably be expected date of this Agreement that has not been delivered or made available to have a Material Adverse Effect on Maxtorthe other Parties prior to the date of this Agreement.

Environmental Liability. Except as set forth in Section 4.19 4.21 of the Maxtor Dime Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would could be expected to result in the imposition, on Maxtor Dime or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materialssafety, or under any local, state or federal environmental statute, regulation or ordinance, including including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “"Environmental Laws”"), pending or, to the knowledge of MaxtorDime, threatened against Maxtor Dime or any of its Subsidiaries, which liability or obligation, individually obligation would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorDime. To the knowledge of MaxtorDime, there is no reasonable basis for any such proceeding, claim, action or governmental investigations of any nature investigation that would impose any liability or obligation which, individually that would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorDime. To the knowledge of MaxtorDime, during or prior to the period of (i) its or any of its Subsidiaries’ ' ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ ' participation in the management of any property, or (iii) its or any of its Subsidiaries’ ' holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which, individually or in the aggregate, which would reasonably be expected to have a Material Adverse Effect on MaxtorDime. Neither Maxtor Dime nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law which, individually that would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorDime.

Environmental Liability. Except as set forth in Section 4.19 of the Maxtor Disclosure Schedule, there There are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would could be expected to result in the imposition, on Maxtor Interchange or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materials, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), Law pending or, to the knowledge Knowledge of MaxtorInterchange, threatened against Maxtor Interchange or any of its Subsidiaries, which liability or obligation, individually obligation would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorInterchange. To the knowledge Knowledge of MaxtorInterchange, there is no reasonable basis for any such proceeding, claim, action or governmental investigations of any nature investigation that would impose any liability or obligation which, individually that would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorInterchange. To the knowledge Knowledge of MaxtorInterchange, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, property or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws any Hazardous Substance in, on, under or affecting any such property which, individually or in the aggregate, which would reasonably be expected to have a Material Adverse Effect on MaxtorInterchange. Neither Maxtor Interchange nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law which, individually that would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorInterchange.

Environmental Liability. Except as set forth have not had and would not reasonably be expected to have, individually or in Section 4.19 of the Maxtor Disclosure Scheduleaggregate, a Material Adverse Effect on the Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would could be expected to result in the imposition, on Maxtor the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materialssafety, or under any local, state or federal environmental statute, regulation Law relating to the protection of the environment or ordinancehuman health or safety, including the Comprehensive Environmental Response, Compensation and Liability Act of 19801980 (“CERCLA”), as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of Maxtorthe Company, threatened against Maxtor the Company or any of its Subsidiaries, which liability or obligation. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, to the knowledge of the Company, there are no past, present, or reasonably anticipated future facts, occurrences or circumstances that would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtor, there is no reasonable basis for give rise to any such proceeding, claim, action or governmental investigations of any nature investigation that would impose any such liability or obligation whichobligation. During or, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtorthe Company prior to, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current or former properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials materials, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws (“Materials of Environmental Concern”) in, on, under or affecting any such property whichwhich have had or would reasonably be expected to have, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtorthe Company. Neither Maxtor the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law which, individually or in the aggregate, would reasonably be expected relating to have a Material Adverse Effect on MaxtorMaterials of Environmental Concern.

Environmental Liability. Except as set forth have not had and would not reasonably be expected to have, individually or in Section 4.19 of the Maxtor Disclosure Scheduleaggregate, a Material Adverse Effect on the Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations action or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would could be expected to result in the imposition, on Maxtor the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materialssafety, or under any local, state or federal environmental statute, regulation Law relating to the protection of the environment or ordinancehuman health or safety, including the Comprehensive Environmental Response, Compensation and Liability Act of 19801980 (“CERCLA”), as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of Maxtorthe Company, threatened against Maxtor the Company or any of its Subsidiaries, which liability or obligation. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, to the knowledge of the Company, there are no past, present, or reasonably anticipated future facts, occurrences or circumstances that would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtor, there is no reasonable basis for give rise to any such proceeding, claim, action or governmental investigations of any nature investigation that would impose any such liability or obligation whichobligation. During or, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtorthe Company prior to, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current or former properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials materials, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws (“Materials of Environmental Concern”) in, on, under or affecting any such property whichwhich have had or would reasonably be expected to have, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtorthe Company. Neither Maxtor the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law which, individually or in the aggregate, would reasonably be expected relating to have a Material Adverse Effect on MaxtorMaterials of Environmental Concern.

Environmental Liability. Except as set forth in Section 4.19 To the Knowledge of the Maxtor Disclosure Schedule, there are no Company neither the Company nor any of its Subsidiaries has received any written notice of any legal, administrative, arbitral or other proceedings, claims, actions, causes of actionaction or, to the Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably would be expected to result in the imposition, on Maxtor the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, protection of the environment or human health or safety as it relates to exposure to hazardous materialshealth, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of Maxtor, threatened against Maxtor or any of its Subsidiaries, which liability or obligation, individually or in the aggregate, obligation would reasonably be expected to have result in a Company Material Adverse Effect on MaxtorEffect. To the knowledge Knowledge of Maxtor, there is no reasonable basis for any such proceeding, claim, action or governmental investigations of any nature that would impose any liability or obligation which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of MaxtorCompany, during or prior to the period of (ia) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (iib) its or any of its Subsidiaries’ participation in the management of any property, or (iiic) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which, individually or in the aggregate, which would reasonably be expected to have result in a Company Material Adverse Effect on MaxtorEffect. Neither Maxtor the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency Governmental Entity or third party Person imposing any material liability or obligation pursuant to or under any Environmental Law whichthat would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect on MaxtorEffect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reports.

Environmental Liability. Except as set forth have not had and would not reasonably be expected to have, individually or in Section 4.19 of the Maxtor Disclosure Scheduleaggregate, a Material Adverse Effect on the Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes or to the knowledge of action, the Company private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would could be expected to result in the imposition, on Maxtor the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materialssafety, or under any local, state or federal environmental statute, regulation Law relating to the protection of the environment or ordinancehuman health or safety, including the Comprehensive Environmental Response, Compensation and Liability Act of 19801980 ("CERCLA"), as amended (collectively, the “"Environmental Laws”"), pending or, to the knowledge of Maxtorthe Company, threatened against Maxtor the Company or any of its Subsidiaries, which liability or obligation. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, to the knowledge of the Company, there are no past, present, or reasonably anticipated future facts, occurrences or circumstances that would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtor, there is no reasonable basis for give rise to any such proceeding, claim, action or governmental investigations of any nature investigation that would impose any such liability or obligation whichother than with respect to real property securing Finance Receivables or on which the Company or any of its Subsidiaries may foreclose in connection with the enforcement of rights under a Finance Receivable. Other than with respect to real property securing Finance Receivables or on which the Company or any of its Subsidiaries foreclosed in connection with the enforcement of rights under a Finance Receivable, individually or in the aggregateduring or, would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtorthe Company prior to, during or prior to the period of (i) its or any of its Subsidiaries’ ' ownership or operation of any of their respective current or to the Company's knowledge former properties, (ii) its or any of its Subsidiaries’ ' participation in the management of any property, or (iii) its or any of its Subsidiaries’ ' holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials materials, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea- formaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws ("Materials of Environmental Concern") in, on, under or affecting any such property whichwhich have had or would reasonably be expected to have, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtorthe Company. Neither Maxtor the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law which, individually or in the aggregate, would reasonably be expected relating to have a Material Adverse Effect on MaxtorMaterials of Environmental Concern.

Environmental Liability. Except as set forth in Section 4.19 of the Maxtor Disclosure ScheduleSchedule 4.20, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would could be expected to result in the imposition, on Maxtor Independent or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materials, or under any local, state or federal environmental statute, regulation or ordinance, including including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the best knowledge of MaxtorIndependent, threatened against Maxtor Independent or any of its Subsidiaries, which liability or obligation, individually obligation would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorIndependent. To the best knowledge of MaxtorIndependent, there is no reasonable basis for any such proceeding, claim, action or governmental investigations of any nature investigation that would impose any liability or obligation which, individually that would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorIndependent. To the best knowledge of MaxtorIndependent, during or prior to the period of (ia) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (iib) its or any of its Subsidiaries’ participation in the management of any property, or (iiic) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtorproperty. Neither Maxtor Independent nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law which, individually that would have or in the aggregate, would reasonably be expected to have a Material Adverse Effect on MaxtorIndependent.

Environmental Liability. Except as set forth have not had and would not reasonably be expected to have, individually or in Section 4.19 of the Maxtor Disclosure Scheduleaggregate, a Material Adverse Effect on the Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes or to the knowledge of action, the Company private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would could be expected to result in the imposition, on Maxtor the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materialssafety, or under any local, state or federal environmental statute, regulation Law relating to the protection of the environment or ordinancehuman health or safety, including the Comprehensive Environmental Response, Compensation and Liability Act of 19801980 (“CERCLA”), as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of Maxtorthe Company, threatened against Maxtor the Company or any of its Subsidiaries, which liability or obligation. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, to the knowledge of the Company, there are no past, present, or reasonably anticipated future facts, occurrences or circumstances that would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtor, there is no reasonable basis for give rise to any such proceeding, claim, action or governmental investigations of any nature investigation that would impose any such liability or obligation whichother than with respect to real property securing Finance Receivables or on which the Company or any of its Subsidiaries may foreclose in connection with the enforcement of rights under a Finance Receivable. Other than with respect to real property securing Finance Receivables or on which the Company or any of its Subsidiaries foreclosed in connection with the enforcement of rights under a Finance Receivable, individually or in the aggregateduring or, would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtorthe Company prior to, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current or to the Company’s knowledge former properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials materials, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws (“Materials of Environmental Concern”) in, on, under or affecting any such property whichwhich have had or would reasonably be expected to have, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtorthe Company. Neither Maxtor the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law which, individually or in the aggregate, would reasonably be expected relating to have a Material Adverse Effect on MaxtorMaterials of Environmental Concern.