Common use of Environmental Liability Clause in Contracts

Environmental Liability. (a) During the period that Oneida or any of its Subsidiaries has owned, leased or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Oneida having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as amended (“CERCLA”). (b) The operations of Oneida or any of its Subsidiaries, and properties that Oneida or any of its Subsidiaries owns or leases, are in compliance with Environmental Law. During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, neither Oneida or any of its Subsidiaries nor, to the best Knowledge of Oneida, any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Law. (c) During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge Oneida, threatened against Oneida or any of its Subsidiaries by, or any settlement reached by Oneida or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (d) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida or any of its Subsidiaries known to Oneida which are reasonably likely to give rise to a claim under any Environmental Law or to any material Environmental Costs and Liabilities.

Environmental Liability. (a) During Except as would not reasonably be expected to have, individually or in the period that Oneida or any of its Subsidiaries has ownedaggregate, leased or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Oneida having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as amended (“CERCLA”). (b) The operations of Oneida a Material Adverse Effect on HBI or any of its Subsidiaries, (i) HBI and properties that Oneida the HBI Subsidiaries are in compliance, and since January 1, 2017 have complied, with all applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI or any of its Subsidiaries owns the HBI Subsidiaries, or leases, are on any property in compliance with Environmental Law. During the time that Oneida which HBI or any of its the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased its properties and facilities, neither Oneida or any property of its Subsidiaries nor, to HBI which were prepared in the best Knowledge of Oneida, any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Lawlast four (4) years. (cb) During As used in this Agreement, (i) the time that Oneida or term “Environmental Laws” means collectively, any of its Subsidiaries has owned or leased its properties and facilitiesall laws, there has been no litigation brought orordinances, to the best Knowledge Oneidarules, threatened against Oneida or any of its Subsidiaries byregulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any settlement reached by Oneida Hazardous Substance, Contamination, protection of the environment or any of its Subsidiaries withhuman health and safety as it relates to Hazardous Substance exposure, any Person alleging the presenceincluding those relating to emissions, disposal, release discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous MaterialsSubstance to, on from on, onto or under any into the environment and the effects of such properties emission, discharge or facilities. release, including the presence or existence of any such Hazardous Substance, and (div) There are no factsthe term “Environmental Liability” means liabilities for response, circumstances remedial or conditions investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to the properties and facilities owned or leased by Oneida arising from Contamination or any of its Subsidiaries known to Oneida which are reasonably likely to give rise to a claim under any Environmental Law or to any material Environmental Costs and LiabilitiesHazardous Substances.

Environmental Liability. Except as set forth in Section 4.2(l) of the VLI Disclosure Schedule, and except as would not have a Material Adverse Effect on VLI: (a) During VLI and its Subsidiaries, and to the period that Oneida Knowledge of VLI, the VLI Partially Owned Entities, and their respective businesses, operations, properties and Assets are in compliance with all Environmental Laws and Environmental Permits; (b) VLI, its Subsidiaries, and to the Knowledge of VLI, the VLI Partially Owned Entities, have obtained or filed for all Environmental Permits for their respective businesses, operations, properties and Assets as they currently exist and all such Environmental Permits are currently in full force and effect; (c) VLI, its Subsidiaries, and to the Knowledge of VLI, the VLI Partially Owned Entities, and their respective businesses, operations, properties and Assets are not subject to any pending or, to the Knowledge of its Subsidiaries VLI, threatened claims, actions, suits, writs, injunctions, decrees, orders, judgments, investigations, inquiries or proceedings relating to their compliance with Environmental Laws; (d) (i) there has been no Release of Hazardous Substances on, under or from the current or former property owned, leased or operated any properties or facilitiesby VLI, neither it nor any other Person has disposed, releasedits Subsidiaries, or participated in or authorized to the release Knowledge of VLI, the VLI Partially Owned Entities, that was required to be reported under applicable Environmental Laws but was not so reported, and (ii) VLI has provided the Kaneb Entities with copies of all reports and related documentation regarding any Release of Hazardous Materials Substances on, under or from the current or under such properties former property owned, leased or facilities. There is not now nor has there ever been any presenceoperated by VLI, disposalits Subsidiaries, release or threatened release to the Knowledge of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Oneida having taken possession of any of such properties or facilities. For the purposes of this AgreementVLI, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act VLI Partially Owned Entities; (e) none of 1980VLI, 42 U. S.C. § 9601 et seq., as amended (“CERCLA”). (b) The operations of Oneida or any of its Subsidiaries, and properties that Oneida or any of its Subsidiaries owns or leases, are in compliance with Environmental Law. During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, neither Oneida or any of its Subsidiaries nor, to the best Knowledge of OneidaVLI, the VLI Partially Owned Entities have received any third party has used, generated, manufactured written notice asserting an alleged liability or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Law. (c) During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge Oneida, threatened against Oneida or any of its Subsidiaries by, or any settlement reached by Oneida or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (d) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida or any of its Subsidiaries known to Oneida which are reasonably likely to give rise to a claim obligation under any Environmental Law Laws involving VLI, its Subsidiaries or the VLI Partially Owned Entities with respect to the actual or alleged Hazardous Substance contamination of any property offsite of the properties of VLI; (f) to the Knowledge of VLI, there are not any existing, pending or threatened actions, suits, claims, investigations, inquiries or proceedings by or before any court or any other Governmental Entity directed against VLI, its Subsidiaries or the VLI Partially Owned Entities that pertain or relate to personal injury or property damage claims relating to a Release of Hazardous Substances; (g) there have been no ruptures in the VLI Pipeline Systems resulting in personal injury, loss of life, or material property damage; (h) to the Knowledge of VLI, there are no defects, corrosion or other damage to any material of the VLI Pipeline Systems that could reasonably be expected to create a risk of pipeline integrity failure; and (i) VLI has made available to KPP complete and correct information regarding compliance matters relating to Environmental Costs Laws in the possession of VLI or its Subsidiaries and Liabilitiesrelating to their respective businesses, operations, properties or Assets.

Environmental Liability. Except for matters that would not reasonably be expected to have a Company Material Adverse Effect, (ai) During the period Company and each of its Subsidiaries are in compliance with all applicable Environmental Laws, have been in compliance with all applicable Environmental Laws except for any such noncompliance that Oneida has been fully resolved, and have obtained or timely applied for or renewed all Environmental Permits necessary for their operations as currently conducted; (ii) there have been no Releases of any Hazardous Materials that require investigation or remediation by the Company or any of its Subsidiaries has ownedpursuant to any Environmental Law; (iii) there are no Environmental Claims pending or, leased or operated any properties or facilitiesto the Knowledge of the Company, neither it nor any other Person has disposed, released, or participated in or authorized threatened against the release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Oneida having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as amended (“CERCLA”). (b) The operations of Oneida Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has retained or assumed, either contractually or by operation of law, any liability or obligation that would reasonably be expected to have formed the basis of any Environmental Claim against the Company or any of its Subsidiaries; and properties that Oneida (v) there is not located at any property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries owns any underground storage tanks, asbestos containing materials or leasesassets or equipment containing polychlorinated biphenyls in excess of 50 parts per million. The Company and each of its Subsidiaries have delivered or otherwise made available for inspection to MergerCo true, are in compliance with Environmental Law. During complete and correct copies and results of any reports, studies, or analyses possessed or initiated by the time that Oneida Company or any of its Subsidiaries has owned pertaining to Hazardous Materials in, on, beneath or leased its properties and facilities, neither Oneida adjacent to any Material Facility or regarding the Company’s or any of its Subsidiaries norSubsidiaries’ compliance with applicable Environmental Laws at such Facilities, in each case that disclose matters would reasonably be expected to have a Company Material Adverse Effect. Notwithstanding anything to the best Knowledge contrary in this Agreement, the representations and warranties set forth in this Section 3.16 and Section 3.19 shall be the sole and exclusive representations and warranties of Oneida, any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal the Company with respect to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Lawenvironmental matters. (c) During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge Oneida, threatened against Oneida or any of its Subsidiaries by, or any settlement reached by Oneida or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (d) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida or any of its Subsidiaries known to Oneida which are reasonably likely to give rise to a claim under any Environmental Law or to any material Environmental Costs and Liabilities.

Environmental Liability. (a) During To ANNB’s knowledge, (i) ANNB and the period that Oneida ANNB Subsidiaries are in material compliance with applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds exists at any real property, including buildings or other structures, currently or formerly owned or operated by ANNB or any of its the ANNB Subsidiaries, that would reasonably be expected to result in a material Environmental Liability for ANNB or the ANNB Subsidiaries, (iii) no Contamination exists at any real property currently owned by a third party that would reasonably be expected to result in a material Environmental Liability for ANNB or the ANNB Subsidiaries, (iv) neither ANNB nor any of the ANNB Subsidiaries has ownedreceived any written notice, leased demand letter, or operated claim alleging any properties material violation of, or facilitiesliability under, any Environmental Law, (v) neither it ANNB nor any of the ANNB Subsidiaries is subject to any order, decree, injunction or other Person has disposed, released, agreement with any Governmental Entity or participated in or authorized the release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or third party under any Environmental Law that would reasonably be expected to result in a material Environmental Liability of such properties ANNB or facilitiesthe ANNB Subsidiaries and (vi) ANNB has listed in Section 3.16 of the ANNB Disclosure Schedule and made available to FNB copies of all environmental reports or studies, which may have occurred prior sampling data, correspondence and filings in its possession relating to Oneida having taken possession of any of such properties or facilities. For the purposes of this AgreementANNB, the terms “disposal,” “release,” ANNB Subsidiaries and “threatened release” shall have any Owned Properties, Leased Properties or other currently operated real property of ANNB or any ANNB Subsidiary which were prepared in the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as amended (“CERCLA”)last five years. (b) The operations As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of Oneida a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or protection of human health and safety, including, without limitation, those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any of its SubsidiariesHazardous Substance, and properties (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that Oneida or is subject to regulation by any of its Subsidiaries owns or leases, are in compliance with Governmental Entity under any Environmental Law. During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, neither Oneida or any of its Subsidiaries nor, to the best Knowledge of Oneida, any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Law. (c) During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge Oneida, threatened against Oneida or any of its Subsidiaries by, or the presence or existence of which gives rise to any settlement reached by Oneida Environmental Liability, (iii) the term “Contamination” means the emission, discharge or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous MaterialsSubstance to, on from on, onto or under any into the environment and the effects of such properties emission, discharge or facilities. release, including the presence or existence of any such Hazardous Substance and (div) There are no factsthe term “Environmental Liability” means liabilities for response, circumstances remedial or conditions investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to the properties and facilities owned or leased by Oneida arising from Contamination or any of its Subsidiaries known to Oneida which are reasonably likely to give rise to a claim under any Environmental Law or to any material Environmental Costs and LiabilitiesHazardous Substances.

Environmental Liability. (a) During Each of NCF and its Subsidiaries and, to the period that Oneida knowledge of NCF, each of the NCF Participation Facilities and the NCF Loan Properties (each as defined below, for so long as they were NCF Loan Properties or NCF Participation Facilities) are and have been in compliance with all applicable Environmental Laws; (b) There is no suit, claim, action or proceeding pending or, to the knowledge of NCF, threatened, before any Governmental Entity or other forum in which NCF, any of its Subsidiaries Subsidiaries, and, to the knowledge of NCF, any NCF Participation Facility or any NCF Loan Property, has been or, with respect to threatened proceedings, is reasonably likely to be, named as a defendant (i) for alleged noncompliance (including by any predecessor) with any Environmental Laws or (ii) relating to the release, threatened release or exposure of any Hazardous Material whether or not occurring at or on a site owned, leased or operated by NCF or any properties of its Subsidiaries, any NCF Participation Facility or facilitiesany NCF Loan Property; and (c) To the knowledge of NCF, neither it nor during the period of: (i) NCF's or any other Person has disposedof its Subsidiaries' ownership or operation of any of their respective current or former properties, released(ii) NCF's or any of its Subsidiaries' participation in the management of any NCF Participation Facility, or participated (iii) NCF's or any of its Subsidiaries' interest in or authorized the a NCF Loan Property, there has been no release of Hazardous Materials in, on, from under or under affecting any such properties property, which could reasonably be expected to require remediation pursuant to any Environmental Law. To the knowledge of NCF, prior to the period of (x) NCF's or facilities. There is not now nor has any of its Subsidiaries' ownership or operation of any of their respective current or former properties, (y) NCF's or any of its Subsidiaries' participation in the management of any NCF Participation Facility, or (z) NCF's or any of its Subsidiaries' interest in a NCF Loan Property, there ever been any presence, disposal, was no release or threatened release of Hazardous Materials in, on, from under or under affecting any of such properties property, NCF Participation Facility or facilitiesNCF Loan Property, which may have occurred prior could reasonably be expected to Oneida having taken possession of require remediation pursuant to any of such properties or facilities. For the Environmental Law. (d) The following definitions apply for purposes of this Agreement, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as amended : (“CERCLA”). (bi) The operations of Oneida or "NCF Loan Property" means any of its Subsidiaries, and properties that Oneida property in which NCF or any of its Subsidiaries owns holds a security interest and, where required by the context, said term means the owner or leases, are operator of such property; and (ii) "NCF Participation Facility" means any facility in compliance with Environmental Law. During the time that Oneida which NCF or any of its Subsidiaries has owned participates in the management and, where required by the context, said term means the owner or leased its properties and facilities, neither Oneida or any of its Subsidiaries nor, to the best Knowledge of Oneida, any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Law. (c) During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge Oneida, threatened against Oneida or any of its Subsidiaries by, or any settlement reached by Oneida or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any operator of such properties or facilitiesproperty. (d) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida or any of its Subsidiaries known to Oneida which are reasonably likely to give rise to a claim under any Environmental Law or to any material Environmental Costs and Liabilities.

Environmental Liability. (a) During the period that Oneida CBSI or any of its Subsidiaries has owned, leased or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release of Hazardous Materials onrelease, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials onrelease, from or under any of such properties or facilities, which may have occurred prior to Oneida CBSI having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as amended (“CERCLA”). (b) The operations of Oneida CBSI or any of its Subsidiaries, and properties that Oneida CBSI or any of its Subsidiaries owns or leases, are in compliance with Environmental Law. During the time that Oneida CBSI or any of its Subsidiaries has owned or leased its properties and facilities, neither Oneida CBSI or any of its Subsidiaries nor, to the best Knowledge of OneidaCBSI, any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Law. (c) During the time that Oneida CBSI or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge OneidaCBSI, threatened against Oneida CBSI or any of its Subsidiaries by, or any settlement reached by Oneida CBSI or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilitiesfacilities which has not been addressed or remediated in accordance with applicable Environmental Laws. (d) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida CBSI or any of its Subsidiaries known to Oneida CBSI which are reasonably likely to give rise to a claim under any Environmental Law or to any material Environmental Costs and Liabilities.

Environmental Liability. Except as Previously Disclosed: (a) During the period that Oneida Xxxxxx or any of its Subsidiaries has owned, leased or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release or threatened release of Hazardous Materials on, from or under such properties or facilities. There is not now nor nor, to the Knowledge of Xxxxxx, has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Oneida Xxxxxx having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § Sec. 9601 et seq., as amended (“CERCLA”). (b) The operations of Oneida Xxxxxx or any of its Subsidiaries, and properties that Oneida Xxxxxx or any of its Subsidiaries owns or leases, are in compliance with Environmental Law. During the time that Oneida Xxxxxx or any of its Subsidiaries has owned or leased its properties and facilities, neither Oneida Xxxxxx or any of its Subsidiaries nor, to the best Knowledge of OneidaXxxxxx, any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Law. (c) During the time that Oneida Xxxxxx or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge OneidaXxxxxx, threatened against Oneida Xxxxxx or any of its Subsidiaries by, or any settlement reached by Oneida Xxxxxx or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (d) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida Xxxxxx or any of its Subsidiaries known to Oneida Xxxxxx which are reasonably likely to give rise to a claim under any Environmental Law or to any material Environmental Costs and Liabilities.

Environmental Liability. (a) During Except as set forth in the period that Oneida HCIA Disclosure Schedule and except for matters which, individually or in the aggregate, would not have or be reasonably likely to have a material adverse effect on HCIA or any of its Subsidiaries subsidiaries, (i) HCIA and each subsidiary is in compliance with all applicable Environmental Laws (as defined below); (ii) all permits and other governmental authorizations currently held by HCIA and each subsidiary pursuant to the Environmental Laws are in full force and effect, HCIA and each subsidiary is in compliance with all of the terms of such permits and authorizations, and no other permits or authorizations are required by HCIA or any subsidiary for the conduct of their respective businesses; and (iii) the management, handling, storage, transportation, treatment, and disposal by HCIA and each subsidiary of any Hazardous Materials (as defined below) has owned, leased or operated any properties or facilities, neither it been in compliance with all applicable Environmental Laws. Neither HCIA nor any subsidiary has received any written communication that alleges that HCIA or any subsidiary is not in compliance in all material respects with all applicable Environmental Laws. Except as set forth in the HCIA Disclosure Schedule, there are no legal, administrative, arbitral or other Person has disposedproceedings, releasedclaims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature pending or, to the best knowledge of HCIA, threatened against HCIA or any of its subsidiaries seeking to impose, or participated that could reasonably be expected to result in the imposition, on HCIA or authorized the release any of Hazardous Materials onits subsidiaries, from of any liability or obligation arising under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from common law or under any of such properties local, state or facilitiesfederal environmental statute, which may have occurred prior to Oneida having taken possession of any of such properties regulation or facilities. For the purposes of this Agreementordinance, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq.as amended. To the best knowledge of HCIA, as amended (“CERCLA”). (b) The operations of Oneida there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation or any of its Subsidiariessubsidiaries on HCIA. As used in this Agreement, and properties that Oneida or any of its Subsidiaries owns or leases, are in compliance with Environmental Law. During these terms shall have the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, neither Oneida or any of its Subsidiaries nor, to the best Knowledge of Oneida, any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Law. (c) During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge Oneida, threatened against Oneida or any of its Subsidiaries by, or any settlement reached by Oneida or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (d) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida or any of its Subsidiaries known to Oneida which are reasonably likely to give rise to a claim under any Environmental Law or to any material Environmental Costs and Liabilities.following meanings:

Environmental Liability. (a) During Except as disclosed in the period that Oneida Company SEC Reports or any in the Disclosure Schedule and except for those matters which would not reasonably be expected to have a Material Adverse Effect: A. The Company, each of its Subsidiaries has owned, leased or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Oneida having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as amended (“CERCLA”). (b) The operations of Oneida or any of its Company Subsidiaries, and properties all of their respective properties, assets, and operations are in full compliance with all Environmental Laws. The Company is not aware of, nor has the Company received notice of, any past, present, or future conditions, events, activities, practices, or incidents which may interfere with or prevent the compliance or continued compliance of the Company and the Company Subsidiaries with all Environmental Laws; B. The Company and each of the Company Subsidiaries have obtained all permits, licenses, and authorizations that Oneida or any of its are required under applicable Environmental Laws, and all such permits are in good standing and the Company and the Company Subsidiaries owns or leases, are in compliance with Environmental Law. During all of the time that Oneida terms and conditions of such permits; C. No Hazardous Materials exist on, about, or any of its Subsidiaries has owned within or leased its properties and facilities, neither Oneida or any of its Subsidiaries nor, to the best Knowledge of Oneida, any third party has have been used, generated, manufactured or stored stored, transported, disposed of on, under or about such Released from any of the properties or facilities assets of the Company or transported any Company Subsidiary except in compliance with Environmental Laws. The use which the Company and the Company Subsidiaries make and intend to make of their respective properties and assets will not result in the use, generation, storage, transportation, accumulation, disposal, or arranged for disposal to Release of any Hazardous Material on, in, or from such any of their properties or facilities, any Hazardous Materials assets except in violation of applicable compliance with Environmental Law.Laws; (c) During D. Neither the time that Oneida or Company nor any of its the Company Subsidiaries has nor any of their respective currently or previously owned or leased its properties and facilities, there has been no litigation brought or operations is subject to any outstanding or, to the best Knowledge Oneidaof its knowledge, threatened against Oneida order from or agreement with any Governmental Entity or other person or entity or subject to any judicial or administrative proceeding with respect to (i) failure to comply with Environmental Laws, (ii) Remedial Action, or (iii) any Environmental Liabilities arising from a Release or threatened Release; E. There are no conditions or circumstances associated with the currently or previously owned or leased properties or operations of the Company or any of its the Company Subsidiaries by, or any settlement reached by Oneida or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (d) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida or any of its Subsidiaries known to Oneida which are that could reasonably likely be expected to give rise to any Environmental Liabilities; F. Neither the Company nor any of the Company Subsidiaries is a claim treatment, storage, or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. '6901 et seq., regulations thereunder or any comparable provision of state law. The Company and the Company Subsidiaries are compliance with all applicable financial responsibility requirements of all Environmental Laws; G. Neither the Company nor any of the Company Subsidiaries has filed or failed to file any notice required under applicable Environmental Law reporting a Release; and H. No Lien arising under any Environmental Law or has attached to any material Environmental Costs and Liabilitiesproperty or revenues of the Company or the Company Subsidiaries.

Environmental Liability. Except in each case as would not have a Company Material Adverse Effect: (a) During The operations of the period Company and its Subsidiaries are and have been since January 1, 2008 in material compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining and complying with any Permits required under all applicable Environmental Laws necessary to operate their respective businesses (“Environmental Permits”); (b) The Company and its Subsidiaries are not subject to any pending, or to the Knowledge of the Company, threatened claim, notice, request for information, or other proceeding alleging that Oneida the Company or its Subsidiaries may be in material violation of any Environmental Law or any Environmental Permit or may have any material Liability under any Environmental Law; (c) There are no pending or, to the Knowledge of the Company, threatened investigations of the businesses of the Company or its Subsidiaries or any currently, to the Knowledge of the Company, previously owned or leased property of the Company or its Subsidiaries under Environmental Laws, which investigations would reasonably be expected to result in the Company or its Subsidiaries incurring any material Liability pursuant to any Environmental Law; (d) No Release of Hazardous Substances has occurred at, under, or from any real property now or currently owned, leased or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Oneida having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as amended (“CERCLA”). (b) The operations of Oneida Company or any of its Subsidiaries, and properties that Oneida which such Release reasonably could be expected to give rise to a material Liability for the Company or any of its Subsidiaries owns pursuant to Environmental Laws; (e) To the Knowledge of the Company, no Hazardous Substances generated by the businesses of the Company or leasesits Subsidiaries have been disposed of or otherwise managed at any facility that has been placed on the National Priorities List or on any other similar list of hazardous or toxic waste sites published by any Governmental Entity; (f) Neither the Company nor any Subsidiary is a party to or bound by any court order, are administrative order, consent order or other agreement between it and any Governmental Entity entered into in compliance connection with any legal obligation or Liability arising under any Environmental Law. During ; and (g) The Company has made available to Parent in the time Dataroom complete and accurate copies of all environmental assessments, reports, audits and other documents in its possession or under its control that Oneida relate to (i) the environmental condition of any real property currently or formerly owned, leased or operated by the Company or any of its Subsidiaries has owned or leased (ii) the Company's or its properties and facilities, neither Oneida or any of its Subsidiaries nor, to the best Knowledge of Oneida, any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Subsidiaries' compliance with Environmental LawLaws. (c) During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge Oneida, threatened against Oneida or any of its Subsidiaries by, or any settlement reached by Oneida or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (d) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida or any of its Subsidiaries known to Oneida which are reasonably likely to give rise to a claim under any Environmental Law or to any material Environmental Costs and Liabilities.

Environmental Liability. (a) During Except as disclosed in the period that Oneida Company SEC Reports or any in the Disclosure Schedule and except for those matters which would not reasonably be expected to have a Material Adverse Effect: A. The Company, each of its Subsidiaries has owned, leased or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Oneida having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as amended (“CERCLA”). (b) The operations of Oneida or any of its Company Subsidiaries, and properties all of their respective properties, assets, and operations are in full compliance with all Environmental Laws. The Company is not aware of, nor has the Company received notice of, any past, present, or future conditions, events, activities, practices, or incidents which may interfere with or prevent the compliance or continued compliance of the Company and the Company Subsidiaries with all Environmental Laws; B. The Company and each of the Company Subsidiaries have obtained all permits, licenses, and authorizations that Oneida or any of its are required under applicable Environmental Laws, and all such permits are in good standing and the Company and the Company Subsidiaries owns or leases, are in compliance with Environmental Law. During all of the time that Oneida terms and conditions of such permits; C. No Hazardous Materials exist on, about, or any of its Subsidiaries has owned within or leased its properties and facilities, neither Oneida or any of its Subsidiaries nor, to the best Knowledge of Oneida, any third party has have been used, generated, manufactured or stored stored, transported, disposed of on, under or about such Released from any of the properties or facilities assets of the Company or transported any Company Subsidiary except in compliance with Environmental Laws. The use which the Company and the Company Subsidiaries make and intend to make of their respective properties and assets will not result in the use, generation, storage, transportation, accumulation, disposal, or arranged for disposal to Release of any Hazardous Material on, in, or from such any of their properties or facilities, any Hazardous Materials assets except in violation of applicable compliance with Environmental Law.Laws; (c) During D. Neither the time that Oneida or Company nor any of its the Company Subsidiaries has nor any of their respective currently or previously owned or leased its properties and facilities, there has been no litigation brought or operations is subject to any outstanding or, to the best Knowledge Oneidaof its knowledge, threatened against Oneida order from or agreement with any Governmental Entity or other person or entity or subject to any judicial or administrative proceeding with respect to (i) failure to comply with Environmental Laws, (ii) Remedial Action, or (iii) any Environmental Liabilities arising from a Release or threatened Release; E. There are no conditions or circumstances associated with the currently or previously owned or leased properties or operations of the Company or any of its the Company Subsidiaries by, or any settlement reached by Oneida or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (d) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida or any of its Subsidiaries known to Oneida which are that could reasonably likely be expected to give rise to any Environmental Liabilities; F. Neither the Company nor any of the Company Subsidiaries is a claim treatment, storage, or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. (S) 6901 et seq., regulations thereunder or any comparable provision of state law. The Company and the Company Subsidiaries are compliance with all applicable financial responsibility requirements of all Environmental Laws; G. Neither the Company nor any of the Company Subsidiaries has filed or failed to file any notice required under applicable Environmental Law reporting a Release; and H. No Lien arising under any Environmental Law or has attached to any material Environmental Costs and Liabilitiesproperty or revenues of the Company or the Company Subsidiaries.

Environmental Liability. (a) During TARGET and its Subsidiaries have been and are in compliance in all material respects (which compliance includes, but is not limited to, the period that Oneida possession of all permits and other governmental authorizations required under applicable Environmental Laws and compliance with the terms and conditions thereof obtain could reasonably be expected to (x) have a TARGET Material Adverse Effect, (y) materially impair ability of the TARGET to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement) with all Environmental Laws and the Company has not received any notice of any alleged claim, violation of or liability under any Environmental Laws which has not heretofore been cured or for which there is any remaining liability; (b) Neither TARGET nor any of its Subsidiaries has owned, leased have received notice of any Environmental Claim filed or operated any properties or facilities, neither it nor any other Person has disposed, releasedthreatened against it, or participated in against any person or authorized entity whose liability for any Environmental Claim the release Company has retained or assumed either contractually or by operation of Hazardous Materials onlaw and there are no past or present actions, from activities, circumstances, conditions, events or under such properties or facilities. There is not now nor has there ever been any presenceincidents, disposal, release or threatened release that to the knowledge of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior TARGET could reasonably be expected to Oneida having taken possession form the basis of any of such properties or facilities. For Environmental Claim against the purposes of this AgreementCompany, the terms “disposal,” “release,” and “threatened release” shall have business thereof, or against any person or entity whose liability for any Environmental Claim the definitions assigned thereto Company has retained or assumed either contractually or by the Comprehensive Environmental Response Compensation and Liability Act operation of 1980, 42 U. S.C. § 9601 et seq., as amended (“CERCLA”).law; (bc) The operations of Oneida or any of its Subsidiaries, and properties that Oneida or Neither TARGET nor any of its Subsidiaries owns have disposed of, emitted, discharged, handled, stored, transported, used or leasesreleased any Hazardous Materials, are in compliance with Environmental Law. During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, neither Oneida or any of its Subsidiaries nor, to the best Knowledge of Oneida, any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Law. (c) During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge Oneida, threatened against Oneida or any of its Subsidiaries by, or any settlement reached by Oneida or any of its Subsidiaries with, any Person alleging the presence, disposal, release discharge, storage or threatened release of any Hazardous Materials, on from or exposed any employee or other individual to any Hazardous Materials or condition so as to give rise to any material liability or corrective or remedial obligation under any of such properties or facilities.Environmental Laws; and (d) There To the knowledge of TARGET no Hazardous Materials are no factspresent in, circumstances on, or conditions relating under any properties owned, leased or used at any time (including both land and improvements thereon) by TARGET or its Subsidiaries or for its business, and, to the knowledge of TARGET, no reasonable likelihood exists that any Hazardous Materials will come to be present in, on, or under any properties owned, leased or used (including both land and facilities owned or leased improvements thereon) by Oneida or any of the Company for its Subsidiaries known to Oneida which are reasonably likely business, so as to give rise to a claim any material liability or corrective or remedial obligation under any Environmental Law or to any material Environmental Costs and LiabilitiesLaws.

Environmental Liability. Except as set forth in Section 4.13 of the Company Disclosure Schedule: (a) During the period that Oneida or any The businesses of Company and its Subsidiaries has ownedhave been and are operated in material compliance with all federal, leased state and local statutes, regulations or operated any properties rules relating to the regulation or facilitiesprotection of human health, neither it nor any other Person has disposedsafety or the environment, releasedincluding, or participated in or authorized the release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Oneida having taken possession of any of such properties or facilities. For the purposes of this Agreementwithout limitation, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the federal Clean Water Act, Oil Pollution Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response Response, Compensation and Liability Act, Hazardous Materials Transportation Act, Solid Waste Disposal Act, Toxic Substances Control Act of 1980and Emergency Planning and Community Right-to-Know Act and analogous state and local laws, 42 U. S.C. § 9601 et seq., each as amended and currently in effect (“CERCLA”together, the "ENVIRONMENTAL LAWS"). (b) The operations of Oneida or Neither Company nor any of its SubsidiariesSubsidiaries has caused or allowed the generation, treatment, storage, discharge, release, disposal or transport of any pollutant, contaminant or waste that is regulated by any Governmental Authority or any material that is defined as a "hazardous waste," "hazardous substance," "hazardous material," "restricted hazardous waste," or "toxic substance" under any Environmental Laws ("HAZARDOUS SUBSTANCES") at any of its properties or facilities, except in material compliance with all Environmental Laws and properties then only in a manner that Oneida does not give rise to any potentially material remedial obligations compelled by any Governmental Authority under Environmental Laws. (c) Neither Company nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party alleging or concerning any potentially material violation by Company or any of its Subsidiaries owns of, or leases, are in compliance with Environmental Law. During the time that Oneida responsibility or liability of Company or any of its Subsidiaries has owned under, any Environmental Law. There are no pending, or leased its properties and facilitiesto the knowledge of Company, neither Oneida threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of Company or any of its Subsidiaries nor, to the best Knowledge of Oneida, alleging or concerning any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Law. (c) During the time that Oneida or any of its Subsidiaries has owned responsibility or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge Oneida, threatened against Oneida or any of its Subsidiaries by, or any settlement reached by Oneida or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or liability under any of such properties or facilitiesEnvironmental Law that, if adversely determined, would reasonably be expected to have a Company Material Adverse Effect. (d) There are no facts, circumstances or conditions relating to the properties Company and facilities owned or leased by Oneida or any of its Subsidiaries known are in possession of and in material compliance with all material approvals, permits, licenses, registrations and similar type authorizations required by, all Governmental Authorities under Environmental Laws for the operation of the businesses of Company and its Subsidiaries as currently conducted. (e) To Company's knowledge, no claims have been asserted or threatened against Company or its Subsidiaries for any personal injury or property damage alleged to Oneida which are arise out of exposure to Hazardous Substances used, handled, generated, transported or disposed by Company or its Subsidiaries, except as would not reasonably likely be expected to give rise to result in liabilities that have a claim under any Environmental Law or to any material Environmental Costs and LiabilitiesCompany Material Adverse Effect.

Environmental Liability. (a) During the period that Oneida ESLBI or any of its Subsidiaries has owned, leased or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release or threatened release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Oneida ESLBI having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “"disposal,” “" "release,” " and “"threatened release” " shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § Section 9601 et seq., as amended (“"CERCLA”"). (b) The operations of Oneida ESLBI or any of its Subsidiaries, and properties that Oneida ESLBI or any of its Subsidiaries owns or leases, are in compliance with Environmental Law. During the time that Oneida ESLBI or any of its Subsidiaries has owned or leased its properties and facilities, neither Oneida ESLBI or any of its Subsidiaries nor, to the best Knowledge knowledge of OneidaESLBI, any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Law. (c) During the time that Oneida ESLBI or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge Oneidaknowledge ESLBI, threatened against Oneida ESLBI or any of its Subsidiaries by, or any settlement reached by Oneida ESLBI or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (d) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida ESLBI or any of its Subsidiaries known to Oneida ESLBI which are reasonably likely to give rise to a claim under any Environmental Law or to any material Environmental Costs and Liabilities.

Environmental Liability. Except as Previously Disclosed: (a) During the period that Oneida Wxxxxx or any of its Subsidiaries has owned, leased or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release or threatened release of Hazardous Materials on, from or under such properties or facilities. There is not now nor nor, to the Knowledge of Wxxxxx, has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Oneida Wxxxxx having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as amended (“CERCLA”). (b) The operations of Oneida Wxxxxx or any of its Subsidiaries, and properties that Oneida Wxxxxx or any of its Subsidiaries owns or leases, are in compliance with Environmental Law. During the time that Oneida Wxxxxx or any of its Subsidiaries has owned or leased its properties and facilities, neither Oneida Wxxxxx or any of its Subsidiaries nor, to the best Knowledge of OneidaWxxxxx, any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Law. (c) During the time that Oneida Wxxxxx or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge OneidaWxxxxx, threatened against Oneida Wxxxxx or any of its Subsidiaries by, or any settlement reached by Oneida Wxxxxx or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (d) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida Wxxxxx or any of its Subsidiaries known to Oneida Wxxxxx which are reasonably likely to give rise to a claim under any Environmental Law or to any material Environmental Costs and Liabilities.

Environmental Liability. (a) During Except as set forth on Schedule 3.21: (i) INFUSYSTEM is in compliance with, and has at all times complied with, all Environmental Laws (as defined below) in all material respects; (ii) there are no Hazardous Substances (as defined below) attributable to INFUSYSTEM, nor to its best knowledge, attributable to any other person, present now, nor have there been Hazardous Substances present at any time, on, under, in, or about INFUSYSTEM Property (as defined below) or properties formerly owned or operated by INFUSYSTEM (including soils, groundwater, surface water, buildings or other structures), nor, to its best knowledge, have any Hazardous Substances migrated or threatened to migrate from other properties upon, about or beneath the period INFUSYSTEM Property or properties formerly owned or operated by INFUSYSTEM, that Oneida may subject INFUSYSTEM to material liability under any Environmental Law; (iii) there has been no disposal or release of Hazardous Substances by INFUSYSTEM, nor to its best knowledge, by any other person, on, under, in, or about INFUSYSTEM Property or properties formerly owned or operated by INFUSYSTEM that may subject INFUSYSTEM to material liability under any Environmental Law; (iv) INFUSYSTEM is not subject to material liability under any Environmental Law for any Hazardous Substance disposal or contamination arising from INFUSYSTEM's business or operations on any third party property; (v) INFUSYSTEM has not caused any release or threat of release of any Hazardous Substance (not covered by i-iv above) that may subject INFUSYSTEM to material liability under any Environmental Law; (vi) neither INFUSYSTEM nor, to its best knowledge, any prior owner, tenant, occupant or user of INFUSYSTEM Property and properties formerly owned or operated by INFUSYSTEM has received any notice, demand, letter, claim or request for information relating to INFUSYSTEM Property or properties formerly owned or operated by INFUSYSTEM alleging violation of or liability under any Environmental Law; (vii) neither INFUSYSTEM nor, to its best knowledge, any prior owner, tenant, occupant or user of INFUSYSTEM Property and properties formerly owned or operated by the Company has ever been subject to any orders, decrees, injunctions or other arrangements with any governmental entity, nor is subject to any indemnity or other agreement with any third party relating to INFUSYSTEM Property or properties formerly owned or operated by INFUSYSTEM, alleging liability under any Environmental Law; (viii) there are no circumstances or conditions involving INFUSYSTEM that could reasonably be expected to result in any material claims, liability, investigations, costs or restrictions on the ownership, use or transfer of any INFUSYSTEM Property pursuant to any Environmental Law; (ix) to its best knowledge, no underground storage tanks, asbestos-containing material, lead-based products, or polychlorinated biphenyls have ever been located on the INFUSYSTEM Property or properties formerly owned or operated by INFUSYSTEM; and (x) INFUSYSTEM has delivered or made available to I-FLOW copies of all environmental assessments, audits, studies, and other environmental reports in its possession or reasonably available to it relating to INFUSYSTEM or any of its Subsidiaries has owned, leased current or operated any former properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Oneida having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as amended (“CERCLA”)operations. (b) The operations of Oneida or any of its Subsidiaries, and properties that Oneida or any of its Subsidiaries owns or leases, are in compliance with Environmental Law. During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, neither Oneida or any of its Subsidiaries nor, to the best Knowledge of Oneida, any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Law. (c) During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge Oneida, threatened against Oneida or any of its Subsidiaries by, or any settlement reached by Oneida or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (d) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida or any of its Subsidiaries known to Oneida which are reasonably likely to give rise to a claim under any Environmental Law or to any material Environmental Costs and Liabilities.As used herein:

Environmental Liability. Except as set forth in an Environmental Report: (ai) During there are no legal, administrative, arbitral or other proceedings, claims or actions pending or, to the period Knowledge of Seller, threatened against Seller or any Seller Subsidiaries with respect to the Branches nor are there governmental or third party environmental investigations or remediation activities that Oneida seek to impose or that could reasonably be likely to result in the imposition, on Seller or any of its Seller Subsidiaries has ownedwith respect to the branches, leased of any liability or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or obligation arising under any of such properties local, state or facilitiesfederal environmental, which may have occurred prior to Oneida having taken possession of any of such properties health or facilities. For the purposes of this Agreementsafety statute, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by regulation, law (including common law) or ordinance, including the Comprehensive Environmental Response Compensation Response, Compensation, and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as amended (“CERCLAEnvironmental Laws”). (b) The operations of Oneida , which liability or any of its Subsidiariesobligation would reasonably be likely, and properties that Oneida individually or any of its Subsidiaries owns or leases, are in compliance with Environmental Law. During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, neither Oneida or any of its Subsidiaries noraggregate, to have a Material Adverse Effect; (ii) to the best Knowledge of OneidaSeller, there is no reasonable basis for any third party has usedsuch proceeding, generatedclaim, manufactured action or stored governmental investigation that would impose any liability or obligation that would have or would reasonably be likely to have a Material Adverse Effect; (iii) to the Knowledge of Seller, during or prior to the period of Seller’s or Seller Subsidiary’s ownership or operation of any property where the branches are located 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 about affecting any such properties property which would reasonably be likely, individually or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Law. (c) During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought oraggregate, to the best Knowledge Oneida, threatened against Oneida or any of its Subsidiaries by, or any settlement reached by Oneida or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. have a Material Adverse Effect; and (div) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida or any of its Subsidiaries known to Oneida which are reasonably likely to give rise to a claim under any Environmental Law or Seller is not subject to any material agreement, order, judgment or decree by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation with respect to the Branches. Seller has made available to Purchaser prior to the date hereof any written third party environmental site assessment conducted since January 1, 2009 assessing the presence of hazardous materials located on any Owned Real Property that is within the possession or control of Seller and its Affiliates as of the date hereof (collectively, the “Environmental Costs and LiabilitiesReports”).

Environmental Liability. (a) During If, at any time, the period that Oneida Purchaser shall (i) receive notice from the E.P.A. or any other similar public or private entity, (ii) receive a claim from any third party, or (iii) otherwise discover or receive notice or knowledge, of any Hazardous Material (including, without limitation, petroleum, petroleum products, resins, asbestos and PCBs) or other environmental pollution or contamination, or any other event or condition on or off of the Real Estate relating to matters of environmental protection, pollution, health, safety, sanitation or conservation which could give rise to any damages, costs, loss or liability under Environmental Laws (collectively, "Environmental Liability"), which arose out of the operations of the Business prior to the Closing Date or otherwise relates to any event, condition or circumstance occurring prior to the Closing Date, regardless of whether such event or condition was discovered by the Purchaser prior to the Closing, then the Purchaser shall promptly notify the Seller thereof in writing. To the extent that any such Environmental Liability (i) arose out of the operations of the Business prior to the Closing or otherwise arose out of the action or inaction of the Seller or the Shareholder and (ii) constitutes a violation of one or more Environmental Laws (including, without limitation, any exceedence of any applicable clean-up standard thereunder) in effect on or before the time of Closing (a "Seller Environmental Liability"), the Seller shall begin, and thereafter shall proceed to complete, as soon as practicable and in a good and workmanlike manner and at its sole cost and expense, all investigation, negotiation with applicable parties, and remediation of any such Seller Environmental Liability and, if applicable, restoration of the affected property. Any such investigation, negotiation and remediation shall be performed and completed in a manner consistent with all applicable regulatory requirements and shall not in any event unreasonably interfere with the Purchaser's conduct of its Subsidiaries has ownedbusiness and its use and operation of the Real Estate. All Environmental Liabilities that relate to any event, leased condition or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred circumstance occurring prior to Oneida having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “disposal,” “release,” and “threatened release” Closing Date shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as amended (“CERCLA”)be Excluded Liabilities. (b) The operations If the Seller fails to begin or complete any such investigation, negotiation or remediation as herein provided, then the Purchaser may (but shall not be obligated to) undertake the same, all at the expense of Oneida or the Seller and the Shareholder. Further, if any of its Subsidiaries, and properties that Oneida or any of its Subsidiaries owns or leases, are in compliance with such Seller Environmental Law. During Liability on the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, neither Oneida or any of its Subsidiaries nor, Real Estate presents a hazard to the best Knowledge operations or employees of Oneidathe Purchaser, any third party has usedthen the Purchaser may (but shall not be obligated to) undertake such investigation, generated, manufactured negotiation and remediation at the Seller's and Shareholder's expense without prior notice to the Seller or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Lawthe Shareholder. (c) During The Purchaser agrees to provide all necessary access to its premises to, and to fully cooperate with, the time Seller and its employees, representatives, agents and contractors in connection with any environmental remediation, whether required pursuant to this Section 7.2 or otherwise, provided that Oneida the Seller shall, before entering on the Purchaser's premises, provide a reasonable indemnity to the Purchaser and any other occupants of the premises whereby Seller agrees to deal with any claims, whether from Purchaser or from third persons, arising from property damage or personal injury caused by the exercise of the access right, including intrusive testing, excavation, and any other related work, and to restore such areas of the premises affected by the exercise of the access right so as to permit the carrying on of business thereon in substantially the same manner as was carried on immediately before the exercise of the access right. The Seller agrees to provide the Purchaser with copies of all data and reports generated by the Seller or any of its Subsidiaries has owned contractors during the course of any investigation or leased its properties and facilitiesremediation of any Seller Environmental Liability. No party hereto shall settle any claim with respect to a Seller Environmental Liability with the E.P.A. or any third party without the prior written consent of the other parties hereto, there has been no litigation brought or, which consent shall not be unreasonably withheld. No such settlement shall relieve the Seller of liability under this Section 7.2 in the event of any additional or future claims from another governmental agency or any other Person. Each of the parties shall make available to the best Knowledge Oneidaother all records and other materials required in order to contest any such claim, threatened against Oneida or any except to the extent such records may be subject attorney/client privilege, and shall cooperate fully with the other in the defense of its Subsidiaries by, or any settlement reached by Oneida or any of its Subsidiaries with, any Person alleging all such claims. Nothing in this Section 7.2 shall be deemed to relieve the presence, disposal, release or threatened release Seller of any Hazardous Materials, on from or under any of such properties or facilities. (d) There are no facts, circumstances or conditions relating to the properties and facilities owned or leased by Oneida or any of its Subsidiaries known to Oneida which are reasonably likely to give rise to a claim under liability for any Environmental Law or to any material Environmental Costs and LiabilitiesLiability.