Common use of Environmental Matters and OSHA Clause in Contracts

Environmental Matters and OSHA. (a) Except as set forth in Schedule 5.12.1 hereto and except as may be disclosed in the Environmental Audit Reports, Seller, with respect to the Business or the Acquired Assets, (i) is in material compliance with all Environmental Laws. In addition, Seller has obtained all permits, licenses, approvals, consents, orders, and authorizations which are required under Environmental Laws ("Environmental Permits") in connection with the Business or the ownership, use, or lease of the Acquired Assets, and which, if not so obtained, would cause an adverse effect on the ownership, operation or disposal of the Business or the Acquired Assets, taken as a whole, and Schedule 5.12.2 contains a complete list and description of each such Environmental Permit. Except as described in Schedule 5.12.2, Seller is in material compliance with each such Environmental Permit (including any information provided on the applications therefor) and no Environmental Permit restricts Seller from operating any Equipment covered by such Environmental Permit as currently being conducted; (ii) has not entered into or received nor is Seller in default under any consent decree, compliance order, or administrative order issued by any agency, or any judgment, order, writ, injunction or decree of any federal, state, or municipal court or other governmental authority relating to Environmental Laws; (b) With respect to the Business or the Acquired Assets, (i) there are no actions, suits, claims, arbitration proceedings, or complaints pending or, to Seller's knowledge, threatened by any governmental authority, municipality, community, citizen, or other entity, against Seller relating to environmental protection, compliance with Environmental Laws, or the condition of the Real Property or the Leased Real Property, nor is Seller aware of any unasserted action, suit, claim, proceeding, or complaint the assertion of which is probable. Seller has not (A) been notified that it is potentially liable under or (B) received any requests for information or other correspondence concerning any site or facility under, nor has Seller received any notice that it is considered potentially liable under CERCLA, HSRA, or any similar law; (ii) except as set forth on Schedule 5.12.1 and except as may be disclosed in the Environmental Audit Reports, there has been no dumping, discharge, spillage, migration, leakage, disposal, release, burial, or placement of Hazardous Materials by Seller or, to Seller's knowledge, by any other party on, in, at, from or about any of the Real Property or Leased Real Property or any facilities used for or in connection with the Business; (iii) have been identified in Schedule 5.12.3, together with a description of the materials stored therein and a statement as to whether such tanks are currently used by Seller; (iv) no lien has arisen or is, to the knowledge of Seller, threatened on or against any of the Acquired Assets under or as a result of any Environmental Laws; (v) except as identified in Schedule 5.12.3 and except for the Environmental Audit Reports, no audit or other investigation has been conducted as to environmental matters at any of the Real Property or Leased Real Property or any facilities used for or in connection with the Business by any private party during or, to Seller's knowledge, prior to the period during which Seller owned, leased or operated such properties. A true and complete copy of each such item identified in Schedule 5.12.3 has been delivered to Purchaser. (c) Except as set forth in Schedule 5.12.4, Seller is in material compliance with all applicable laws relating to employee health and safety; and Seller has not received any notice that past or present conditions of the Acquired Assets violate any applicable legal requirements or otherwise can be made the basis of any claim, citations, proceeding, or investigation, based on or related to violations of employee health and safety requirements.

Environmental Matters and OSHA. (a) Except as set forth in Schedule 5.12.1 hereto and except as may be disclosed in the environmental audit reports attached hereto as Schedule 5.12.6 ("Environmental Audit Reports") hereto, Seller, with respect to the Business or the Acquired AssetsBusiness, (i) is in material compliance with all Environmental Lawslaws, rules, and regulations relating to environmental protection. In additionSeller has not (A) been notified that it is potentially liable under or (B) received any requests for information or other correspondence concerning any site or facility under, nor has Seller any reason to believe that it is considered potentially liable under the CERCLA, or any similar law; (ii) has accurately prepared and timely filed with the appropriate jurisdictions all reports and filings required pursuant to any federal, state, or local law, regulation, statute, or order applicable to or affecting the Business of the Seller or the Acquired Assets; (iii) has not entered into or received any consent decree, compliance order, or administrative order relating to environmental protection; (iv) has not entered into or received nor is Seller in default under any judgment, order, writ, injunction or decree of any federal, state, or municipal court or other governmental authority relating to environmental protection; (v) has obtained all permits, licenses, approvals, consents, orders, and authorizations which are required under Environmental Laws relating to environmental protection ("Environmental Permits") which are required under federal, state, or local laws, rules, and regulations in connection with the Business or the ownership, use, or lease of the Acquired Assets, and which, if not so obtained, would cause an a material adverse effect on the ownership, operation or disposal of the Business or the Acquired Assets, taken as a whole, and Schedule 5.12.2 contains a complete list and description of each such Environmental Permit. Except as described in Schedule 5.12.2, Seller is in material compliance with each such Environmental Permit (including any information provided on the applications therefor) and no Environmental Permit restricts Seller from operating any Equipment covered by such Environmental Permit as currently being conducted;; and (iivi) has not entered into been, and currently is not, a "generator" of "hazardous waste" (as those terms are defined by the Resource Conservation and Recovery Act of 1976 and the regulations promulgated thereunder), for the purposes of obtaining an EPA identification number under 40 C.F.R. (S)262.12(a) or received nor is Seller in default complying with the manifest system under any consent decree, compliance order, or administrative order issued by any agency, or any judgment, order, writ, injunction or decree Subpart 8 of any federal, state, or municipal court or other governmental authority relating to Environmental Laws;40 C.F.R. Part 262. (b) With respect to the Business or the Acquired AssetsBusiness, (i) except as set forth on Schedule 5.12.3 or as described in the Environmental Audit Reports, there are no actions, suits, claims, arbitration proceedings, or complaints pending or, to the best of Seller's knowledge, threatened by any governmental authority, municipality, community, citizen, or other entity, against Seller relating to environmental protection, compliance with Environmental Lawsenvironmental laws, or the condition of the Real Property or the Leased Real Property, nor is Seller aware of any unasserted action, suit, claim, proceeding, or complaint the assertion of which is probable. Seller has not (A) been notified that it is potentially liable under or (B) received any requests for information or other correspondence concerning any site or facility under, nor has Seller received any notice that it is considered potentially liable under CERCLA, HSRA, or any similar law; (ii) except as set forth on Schedule 5.12.1 and except 5.12.4 or as may be disclosed described in the Environmental Audit Reports, there has been no dumping, discharge, spillage, migration, leakage, disposal, release, burial, or placement of hazardous or toxic substances, pollutants, contaminants, petroleum, gas products, or asbestos-containing materials (as any of such terms may be defined under federal, state, or local law) or other Hazardous Materials by Seller or, to the best of Seller's knowledge, by any other party on, in, at, from or about any of the Real Property or Leased Real Property or any facilities used for or in connection with the BusinessBusiness that could subject Purchaser to damages, costs, penalties or expenses, or recovery or remediation requirements under any current federal, state or local law, rule or regulation; (iii) all above-ground and underground storage tanks located on the Real Property and the Leased Real Property have been identified in Schedule 5.12.35.12.5, together with a description of the materials stored therein and a statement as to whether such tanks are currently used by Seller; (iv) no lien has arisen or is, to the knowledge of Seller, threatened on or against any of the Acquired Assets under or as a result of any Environmental Lawsfederal, state, or local law, rule, or regulation relating to environmental protection; (v) except as identified in Schedule 5.12.3 and except for the Environmental Audit Reports5.12.6, no audit or other investigation has been conducted as to environmental matters at any of the Real Property or Leased Real Property or any facilities used for or in connection with the Business Seller's properties by any private party during or, to the best of Seller's knowledge, prior to the period during which Seller owned, leased or operated such properties. A true and complete copy of each such item identified in Schedule 5.12.3 has been delivered to Purchaser. (c) Except as set forth in Schedule 5.12.45.12.7, Seller is in material compliance with all applicable laws relating to employee health and safety; and Seller has not received any written notice that past or present conditions of the Acquired Assets violate any applicable legal requirements or otherwise can be made the basis of any claim, citations, proceeding, or investigation, based on or related to violations of employee health and safety requirements.

Environmental Matters and OSHA. The representations and warranties set forth in this Section 4.14 ------------ shall not apply to the UK Entities. (a) Seller has provided Purchaser true and complete copies of, all environmental site assessments, test results, analytical data, boring logs, and other environmental reports, studies or material documents in the possession, custody or control of the Targets or Seller, concerning any of the Real Property or the current or former facilities or operations of the Targets. (b) Except as set forth in Schedule 5.12.1 hereto and except as may be disclosed in the Environmental Audit Reports4.14(b) hereto, Seller, with respect to the Business or the Acquired Assets,---------------- each Target: (i) has been and is in material compliance with all Environmental Laws and Health and Safety Laws. In addition, Seller has obtained all permits, licenses, approvals, consents, orders, and authorizations which are required under Environmental Laws ("Environmental Permits") in connection with the Business or the ownership, use, or lease of the Acquired Assets, and which, if not so obtained, would cause an adverse effect on the ownership, operation or disposal of the Business or the Acquired Assets, taken as a whole, and Schedule 5.12.2 contains a complete list and description of each such Environmental Permit. Except as described in Schedule 5.12.2, Seller is in material compliance with each such Environmental Permit (including any information provided on the applications therefor) and no Environmental Permit restricts Seller from operating any Equipment covered by such Environmental Permit as currently being conducted; (ii) has not entered into or received nor is Seller in default under any consent decree, compliance order, or administrative order issued by any agency, or any judgment, order, writ, injunction or decree of any federal, state, or municipal court or other governmental authority relating to Environmental Laws; (b) With respect to the Business or the Acquired Assets, (i) there are no actions, suits, claims, arbitration proceedings, or complaints pending or, to Seller's knowledge, threatened by any governmental authority, municipality, community, citizen, or other entity, against Seller relating to environmental protection, compliance with Environmental Laws, or the condition of the Real Property or the Leased Real Property, nor is Seller aware of any unasserted action, suit, claim, proceeding, or complaint the assertion of which is probable. Seller has not (A) been notified that it is potentially liable under or (B) received any requests for information or other correspondence concerning its current or former operation or facilities, under Environmental Law, including without limitation CERCLA, the Environmental Protection Act (Ontario), Ontario Water Resources Act (Ontario), Pesticides Act (Ontario) and Gasoline Handling Act (Ontario); (ii) has accurately prepared and timely filed with the appropriate jurisdictions all reports and filings required pursuant to any site Environmental Laws applicable to the Target and its Business; (iii) has not entered into or facility underreceived any consent decree, compliance order, or administrative order, or settlement, indemnification, or release agreement or proposed agreement from any Governmental Authority or other third party relating to environmental protection or any Liability under Environmental Laws or Health and Safety Laws; (iv) has not entered into or received, nor is the Target in default under any judgment, order, writ, injunction or decree of any federal, state, provincial, foreign, or municipal court or other governmental authority relating to environmental protection or any Liability under any Environmental Laws; (v) has obtained all Environmental Permits necessary in connection with the operations or the ownership, use, or lease of any assets of the Target or its Business. The Target and its Business is and has been in compliance with each such Environmental Permit (including any information provided on the applications therefor) and no such Environmental Permit restricts the Target from operating any Equipment covered by such Environmental Permit as currently being conducted. (c) With respect to each Target, its predecessors and Affiliates of the Business: (i) neither Seller nor the Target has received any oral or written notice that it is considered potentially liable under CERCLAof nor are there any actions, HSRAsuits, claims, arbitration proceedings, or complaints pending or, to the Seller's knowledge, threatened by any similar lawGovernmental Authority or any other Person against Target relating to compliance with or any Liabilities under Environmental Laws or Health and Safety Laws; (ii) except as set forth on Schedule 5.12.1 and except as may be disclosed in the Environmental Audit Reports4.14(c), ---------------- there has been no dumping, dischargedisposal, spillage, migration, leakage, disposal, release, burial, placement, or placement other Release of Hazardous Materials by Seller or, to Seller's knowledge, by Target or any of its predecessors or any other party on, in, at, about, or from or about any of the Real Property or Leased Real Property or any facilities used for other facility or in connection with the Businessproperty owned or operated by a Target or any of its predecessors; (iii) have been identified in Schedule 5.12.3, together with a description none of the materials stored therein and Targets, its predecessors or affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any Hazardous Materials in a statement as manner that does not comply with all applicable Environmental Laws or which has or would result in a Liability or corrective, remedial or investigatory obligation to whether such tanks are currently used by Sellera Target; (iv) no lien has arisen except as disclosed on Schedule 4.14(c), all ---------------- above-ground and underground storage tanks, oil/water separators, sumps, septic systems, asbestos containing materials, landfills, surface impoundments or is, to disposal areas located at the knowledge of Seller, threatened on Real Property or against any of the Acquired Assets under or as a result of any Leased Real Property are in compliance with Environmental Laws;; and (v) except as identified in Schedule 5.12.3 and except for There are no events, conditions or circumstances with respect to the Environmental Audit Reportspast or present facilities or operations of Targets, no audit their predecessors or other investigation has been conducted as to environmental matters at any of the Real Property Affiliates or Leased Real Property or any facilities used for or in connection with the Business by any private party during orwhich have resulted or would result in liability or investigation, to Seller's knowledge, prior to the period during which Seller owned, leased corrective or operated such properties. A true and complete copy of each such item identified in Schedule 5.12.3 has been delivered to Purchaserremedial obligation under Environmental Laws. (cd) Except as set forth in Schedule 5.12.4, Seller Each Target is in material compliance with all applicable laws relating to employee health Health and safety; Safety Laws and Seller none of the Targets has not received any notice that past or present conditions of the Acquired Assets its properties or assets violate any applicable legal requirements Health and Safety Laws or otherwise can be made the basis of any claim, citationscitation, proceeding, or investigation, based on or related to violations of employee health Health and safety requirementsSafety Laws.

Environmental Matters and OSHA. (a) Except as set forth in Schedule SCHEDULE 5.12.1 hereto and except as may be disclosed in the Environmental Audit Reports, Seller, with respect to the Business or the Acquired Assets, (i) is in material compliance with all Environmental Laws. In addition, Seller has obtained all permits, licenses, approvals, consents, orders, and authorizations which are required under Environmental Laws ("Environmental Permits") in connection with the Business or the ownership, use, or lease of the Acquired Assets, and which, if not so obtained, would cause an adverse effect on the ownership, operation or disposal of the Business or the Acquired Assets, taken as a whole, and Schedule SCHEDULE 5.12.2 contains a complete list and description of each such Environmental Permit. Except as described in Schedule SCHEDULE 5.12.2, Seller is in material compliance with each such Environmental Permit (including any information provided on the applications therefor) and no Environmental Permit restricts Seller from operating any Equipment covered by such Environmental Permit as currently being conducted; (ii) has not entered into or received nor is Seller in default under any consent decree, compliance order, or administrative order issued by any agency, or any judgment, order, writ, injunction or decree of any federal, state, or municipal court or other governmental authority relating to Environmental Laws; (b) With respect to the Business or the Acquired Assets, (i) there are no actions, suits, claims, arbitration proceedings, or complaints pending or, to Seller's knowledge, threatened by any governmental authority, municipality, community, citizen, or other entity, against Seller relating to environmental protection, compliance with Environmental Laws, or the condition of the Real Property or the Leased Real Property, nor is Seller aware of any unasserted action, suit, claim, proceeding, or complaint the assertion of which is probable. Seller has not (A) been notified that it is potentially liable under or (B) received any requests for information or other correspondence concerning any site or facility under, nor has Seller received any notice that it is considered potentially liable under CERCLA, HSRA, or any similar law; (ii) except as set forth on Schedule SCHEDULE 5.12.1 and except as may be disclosed in the Environmental Audit Reports, there has been no dumping, discharge, spillage, migration, leakage, disposal, release, burial, or placement of Hazardous Materials by Seller or, to Seller's knowledge, by any other party on, in, at, from or about any of the Real Property or Leased Real Property or any facilities used for or in connection with the Business; (iii) all above-ground and underground storage tanks, oil/water separators, and septic systems located on the Real Property and the Leased Real Property have been identified in Schedule SCHEDULE 5.12.3, together with a description of the materials stored therein and a statement as to whether such tanks are currently used by Seller; (iv) no lien has arisen or is, to the knowledge of Seller, threatened on or against any of the Acquired Assets under or as a result of any Environmental Laws; (v) except as identified in Schedule SCHEDULE 5.12.3 and except for the Environmental Audit Reports, no audit or other investigation has been conducted as to environmental matters at any of the Real Property or Leased Real Property or any facilities used for or in connection with the Business by any private party during or, to Seller's knowledge, prior to the period during which Seller owned, leased or operated such properties. A true and complete copy of each such item identified in Schedule SCHEDULE 5.12.3 has been delivered to Purchaser. (c) Except as set forth in Schedule SCHEDULE 5.12.4, Seller is in material compliance with all applicable laws relating to employee health and safety; and Seller has not received any notice that past or present conditions of the Acquired Assets violate any applicable legal requirements or otherwise can be made the basis of any claim, citations, proceeding, or investigation, based on or related to violations of employee health and safety requirements.

Environmental Matters and OSHA. Except as disclosed on SCHEDULE 5.12.1, 5.12.2 or 5.12.3 of the Disclosure Letter: (a) Except as set forth in Schedule 5.12.1 hereto Seller has and except as may be disclosed in the Environmental Audit Reports, Seller, with respect to the Business or the Acquired Assets, (i) is in material compliance with all Environmental Laws. In addition, Seller has obtained all permits, licenses, approvals, consents, orders, and authorizations which are Permits required under Environmental Laws ("Environmental Permits") in connection with the Business or respect to the ownership, use, condition or lease operation of the Business and the Acquired Assets. There is no Environmental Litigation (or any Litigation against any person whose liability for Environmental Matters, and whichor any violation of Environmental Laws, if not so obtained, would cause an adverse effect on Seller has or may have retained or assumed contractually or by operation of law) pending or threatened with respect to (i) the ownership, use, condition or operation or disposal of the Business or Business, the Acquired Assets, taken as a whole, and Schedule 5.12.2 contains a complete list and description of each such Environmental Permit. Except as described in Schedule 5.12.2, Seller is in material compliance with each such Environmental Permit (including any information provided on the applications therefor) and no Environmental Permit restricts Seller from operating any Equipment covered by such Environmental Permit as currently being conducted; (ii) has not entered into or received nor is Seller in default under any consent decree, compliance order, or administrative order issued by any agency, or any judgment, order, writ, injunction or decree of any federal, state, or municipal court or other governmental authority relating to Environmental Laws; (b) With respect to the Business or the Acquired Assets, (i) there are no actions, suits, claims, arbitration proceedings, or complaints pending Assets or, to Seller's knowledge, threatened any other asset of Seller or any asset formerly held for use or sale by Seller or any of its predecessors or present or former subsidiaries or formerly held for use or sale by any governmental authority, municipality, community, citizen, or other entity, against Seller relating to environmental protection, compliance with Environmental Laws, or the condition of the Real Property current or former shareholders of Seller with respect to the Leased Real Property, nor is Seller aware of any unasserted action, suit, claim, proceeding, Business; or complaint the assertion of which is probable. Seller has not (A) been notified that it is potentially liable under or (B) received any requests for information or other correspondence concerning any site or facility under, nor has Seller received any notice that it is considered potentially liable under CERCLA, HSRA, or any similar law; (ii) except as set forth on Schedule 5.12.1 and except as may be disclosed in any violation or alleged violation of any Environmental Law or any Order related to Environmental Matters. There are no existing material violations of (i) any Environmental Law or (ii) any Order related to Environmental Matters, with respect to the Environmental Audit Reportsownership, there has been no dumpinguse, dischargecondition or operation of the Business, spillage, migration, leakage, disposal, release, burial, or placement of Hazardous Materials by Seller the Acquired Assets or, to Seller's knowledge, any other asset of Seller or any asset formerly held for use or sale by Seller or any of its predecessors or present or former subsidiaries or formerly held for use or sale by any of the current or former shareholders of Seller with respect to the Business. To Seller's knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, any Environmental Matter, that could form the basis of (i) any Environmental Litigation against Seller or (ii) any Litigation against any person whose liability (or any portion thereof) for Environmental Matters or violation of Environmental Laws Seller has or may have retained or assumed contractually or by operation of law. Neither Seller nor any of its corporate predecessors or present or former subsidiaries nor, to Seller's knowledge, any other party onperson has used any assets or premises of Seller or any of its predecessors or present or former subsidiaries or any part thereof for the treatment or disposal of any Hazardous Substances or, other than in material compliance with Environmental Laws, for the handling or storage thereof. The disclosure of facts set forth in SCHEDULE 5.12.1, 5.12.2 or 5.12.3 of the Disclosure Letter shall not relieve Seller or the Shareholder of any of their respective obligations under this Agreement, specifically including, without limitation, the obligation to indemnify Purchaser as set forth in Article 14 hereof. (b) No release, discharge, spillage or disposal of any Hazardous Substances has occurred or is occurring at any assets of Seller or any of its corporate predecessors or present or former subsidiaries related to the Business or any part thereof while or, to Seller's knowledge, before such assets or premises were owned leased, operated, or managed, directly or indirectly, by Seller. (c) No soil or water in, at, from under or about adjacent to any assets or premises of Seller or assets formerly held for use or sale by Seller or any of its corporate predecessors or present or former subsidiaries has been contaminated by any Hazardous Substance while or, to Seller's knowledge, before such assets or premises were owned, leased, operated or managed, directly or indirectly, by Seller or any of its predecessors or present or former subsidiaries. (d) All waste containing any Hazardous Substances generated, used, handled, stored, treated or disposed of (directly or indirectly) by Seller or any of its corporate predecessors or present or former subsidiaries has been released or disposed of in material compliance with all applicable reporting requirements under any Environmental Laws, and neither Seller nor the Shareholder has Knowledge of any Environmental Litigation with respect to any such release or disposal. (e) To Seller's knowledge, all underground tanks and other underground storage facilities presently or previously located at either the Real Property or Leased Real Property any other real property owned, leased, operated or managed by Seller or any facilities used for of its predecessors or in connection with the Business; (iii) have been identified in Schedule 5.12.3, together with a description of the materials stored therein and a statement as to whether present or former subsidiaries or any such tanks are currently used by Seller; (iv) no lien has arisen or is, to the knowledge of Seller, threatened on or against any of the Acquired Assets under or as a result of any Environmental Laws; (v) except as identified in Schedule 5.12.3 and except for the Environmental Audit Reports, no audit or other investigation has been conducted as to environmental matters facilities located at any of the Real Property or Leased any other real property while any of these properties was owned, leased, operated, or managed by Seller or any of its predecessors or present or former subsidiaries are listed together with the capacity and contents (former and current) of each such tank or facility in SCHEDULE 5.12.1 of the Disclosure Letter. To Seller's knowledge, none of such underground tanks or facilities is leaking or has ever leaked. (f) All hazardous waste has been removed from the Real Property, other than hazardous waste which has been accumulated in material compliance with Environmental Laws for offsite treatment, storage or disposal. (g) Seller and its corporate predecessors or present or former subsidiaries have complied with all applicable reporting requirements under all Environmental Laws concerning the disposal or release of Hazardous Substances, and neither Seller nor any of its corporate predecessors or present or former subsidiaries has made any such reports concerning the Real Property or any facilities used for other real property of Seller or in connection with concerning the Business by operations or activities of Seller or any private party during or, to of its corporate predecessors or present or former subsidiaries. (h) To Seller's knowledge, prior to no building or other improvement on either the period during which Seller Real Property or any other real property owned, leased leased, operated or operated such properties. A true and complete copy of each such item identified in Schedule 5.12.3 has been delivered to Purchasermanaged by Seller contains any asbestos-containing materials. (ci) To Seller's knowledge, and without limiting the generality of any of the foregoing, (i) all on-site and off-site locations where Seller or any of its predecessors or present or former subsidiaries has stored, disposed or arranged for the disposal of Hazardous Substances are identified in SCHEDULE 5.12.2 of the Disclosure Letter, and (ii) no polychlorinated biphenyls (PCB's) are used or stored on or in the Real Property, or any other real property owned, leased, operated or managed by Seller or any of its predecessors or present or former subsidiaries. (j) Except as set forth in Schedule 5.12.4SCHEDULE 5.12.3 of the Disclosure Letter, Seller is in material compliance with all applicable laws relating to employee health and safety; , and Seller has not received any notice that past or present conditions of the Acquired Assets violate any applicable legal requirements or otherwise can be made the basis of any claim, citationscitation, proceeding, or investigation, whether related to regulatory compliance, personal injury (including death) or property damage, based on on, arising out of, caused by or related to violations of any law, rule, regulation, order or ordinance relating to employee health and safety requirementssafety. (k) As used herein,

Environmental Matters and OSHA. (a) Except as set forth in Schedule 5.12.1 hereto SCHEDULE 5.14.1 hereto, and except as may be disclosed reflected in any of the Environmental Audit Reportsenvironmental reports referred to on such Schedule, Seller, to the knowledge of Seller and with respect to the Business or circular knit plant to be leased by Purchaser under the Acquired AssetsFacility Lease (the "Knit Plant"), Seller, (i) is in material compliance with all Environmental Laws. In addition, Seller has obtained all permits, identification numbers, licenses, registrations, approvals, consents, orders, and authorizations authorizations, and has complied with all applicable notification and reporting requirements, which are required under Environmental Laws ("Environmental Permits") in connection with the Business or the ownership, use, or lease of the Acquired Assets, and which, if not so obtained, would cause an adverse effect on the ownership, operation or disposal of the Business or the Acquired Assets, taken as a whole, and Schedule 5.12.2 SCHEDULE 5.14.2 contains a complete list and description of each such Environmental Permit. Except as described in Schedule 5.12.2SCHEDULE 5.14.2, Seller is in material compliance with each such Environmental Permit (including any information provided on the applications therefor) and no Environmental Permit restricts Seller from operating any Equipment covered by such Environmental Permit as currently being conductedoperated; (ii) has not entered into or received nor is Seller in default under any consent decree, compliance order, or administrative order issued by any agency, or any judgment, order, writ, injunction or decree of any federal, state, or municipal court or other governmental authority relating to Environmental Laws; (b) With Except as set forth in SCHEDULE 5.14.1 hereto, and except as may be reflected in any of the environmental reports referred to on such Schedule, with respect to the Automotive Business or the Acquired AssetsAssets and to the knowledge of Seller, (i) there are no actions, suits, claims, arbitration proceedings, penalties, fines or complaints pending or, to Seller's knowledge, or threatened by any governmental authority, municipality, community, citizen, or other entity, against Seller relating to environmental protection, compliance with Environmental Laws, or the condition of the Real Property or the Leased Real Property, nor is Seller aware of any unasserted action, suit, claim, proceeding, or complaint the assertion of which is probableKnit Plant. Seller has not (A) been notified in writing that it Seller is potentially liable under or (B) received any requests for information or other correspondence concerning any site or facility under, nor has Seller received any notice that it is considered potentially liable under CERCLA, HSRA, CERCLA or any similar lawother Environmental Law; (ii) except as set forth on Schedule 5.12.1 and except as may be disclosed in the Environmental Audit Reports, there has been no dumping, discharge, emission spillage, migration, leakage, disposal, release, burial, or placement of Hazardous Materials by Seller or, to Seller's knowledge, by any other party on, in, at, from or about any on the site of the Real Property or Leased Real Property Knit Plant or any facilities used for or in connection with the BusinessAutomotive Business in violation of the Environmental Laws; (iii) Seller's removal of any and all waste and debris, hazardous or otherwise, from the Knit Plant and offsite disposition thereof have to the extent applicable been in accordance with Environmental Laws and Environmental Permits, except for non-hazardous waste which is temporarily held in dumpsters at the Knit Plant pending pickup and offsite disposal. To the extent Seller has contracted with third parties for the transportation or disposal of waste and debris, hazardous and otherwise, such third parties have been duly authorized under applicable Environmental Laws to transport such waste and have transported or disposed of such wastes in compliance with all applicable Environmental Laws; (iv) all on-site and off-site locations where Seller has stored, disposed or arranged for the disposal of Hazardous Materials within the last five years are identified in SCHEDULE 5.14.3.; (v) all above-ground and underground storage tanks and associated pipes, valves and appurtenances ("Tanks"), surface impoundments, underground injection wellx, xxl/water separators, septic systems, wastewater discharge or treatment systems, and hydraulic lift equipment currently located on the site of the Knit plant have been identified in Schedule 5.12.3SCHEDULE 5.14.4, together with a description of the materials stored by Seller therein and a statement as to whether such tanks tanks, separators, systems, and equipment are currently used by Seller. All Tanks have been registered and comply with Environmental Laws, including all requirements for corrosion protection, leak detection, and spill and overflow protection, and no removal of, alteration of, or addition to such Tanks will be required. There has been no material discharge, spillage, migration, leakage, disposal, or release of Hazardous Materials by Seller in connection with the use of such tanks, separators, systems, and equipment; (ivvi) no lien has arisen or is, to the knowledge of Seller, is threatened on or against any of the Acquired Assets under or as a result of any Environmental Laws; (vvii) except as identified in Schedule 5.12.3 SCHEDULE 5.14.5 and except for the Environmental Audit Reportsenvironmental reports referred to in the Schedules to this Section 5.14, no audit audit, assessment, or other investigation has been conducted as to environmental matters at any of the Real Property or Leased Real Property Knit Plant or any facilities used for or in connection with the Automotive Business by any private party during or, to Seller's knowledge, prior to the period during which Seller owned, leased or operated such properties. A true Complete and complete copy correct copies of each such item all reports or documents or data that are related to the items identified in Schedule 5.12.3 has SCHEDULE 5.14 in the possession of Seller have been delivered made available to Purchaser. (c) Except as set forth in SCHEDULE 5.14.6 and except as may be reflected in any of the environmental reports referred to on Schedule 5.12.45.14.1, to Seller's knowledge, Seller is in material compliance with all applicable laws relating to employee health and safety; and Seller has not received any notice that past or present conditions of the Acquired Assets violate any applicable legal requirements or otherwise can be made the basis of any claim, citations, proceeding, or investigation, based on or related to violations of employee health and safety requirements. (d) Except as set forth in SCHEDULE 5.14.7 and except as may be reflected in any of the environmental reports referred to on Schedule 5.14.1, to Seller's knowledge, neither the Knit Plant, or the buildings, fixtures, and improvements located thereon, contains any polychlorinated biphenyls ("PCBs") or substances containing PCBs. (e) Notwithstanding the foregoing, as to any and all Environmental Conditions and Environmental Liabilities, the Acquired Assets and the Automotive Business are being sold on an "AS IS-WHERE IS" basis, and Seller hereby expressly disclaims all other oral, written, statutory or nonstatutory warranties or representations whatsoever (including, without limitation, any express or implied representations or warranties of merchantability, fitness for a particular purpose, habitability, operability, condition, utility, or otherwise) with respect to Environmental Conditions or Environmental Liabilities, including, without limitation, with respect to any Environmental Conditions or Environmental Liabilities reflected in any of the investigations or remedial work undertaken by Seller and its predecessors with respect to any Environmental Conditions and notwithstanding the discovery or existence of any additional or different set of facts.