Common use of Environmental Matters Clause in Contracts

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except To the knowledge of Company, except as disclosed in the Company SEC Reports filed prior to the date of this Agreement hereof or on the Company Disclosure Schedule and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not are in violation of, any material compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have has released any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could are reasonably be expected likely to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of As used in this Agreement, the term "Environmental LawENVIRONMENTAL LAW" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (Bii) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (Ciii) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons Persons or property.

Environmental Matters. (a) Except as disclosed The Company, the Parent and their Subsidiaries have complied at all times in the Company SEC Reports filed prior all material respects with all applicable Environmental Health and Safety Laws, hold all environmental permits material to the date conduct of this Agreement the business of the Company, the Parent and except for such matters which, individually or in the aggregate, have not had, their Subsidiaries and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined compliance in Section 3.12(b))all material respects with their respective environmental permits; (iib) the properties no property currently owned owned, leased or operated by the Company and its Subsidiaries or the Parent (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substance; (iiic) the properties no property formerly owned owned, leased or operated by the Company Company, the Parent or any of its their Subsidiaries were not was contaminated with any Hazardous Substances Substance during or prior to or during the such period of ownership or operation by the Company or any of its Subsidiariesoperation; (ivd) neither the Company Company, the Parent nor its any of their Subsidiaries are is subject to material liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (ve) neither the Company Company, the Parent nor any of its their Subsidiaries have has released or is aware of any past or present threat of release of any Hazardous Substance that has been or could reasonably be expected to the environmentbe material; (vif) neither the Company Company, the Parent nor any of its their Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company Company, the Parent or any of its their Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Health and Safety Law; (viig) neither the Company Company, the Parent nor any of its their Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements agreement with any Governmental Entity Authority or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Health and Safety Law or relating to Hazardous Substances; and (viiih) there are no other circumstances or conditions involving the Company Company, the Parent or any of its their Subsidiaries that could reasonably be expected to result in any claimsmaterial claim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Health and Safety Law. ; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Ai) the protectionCompany and the Parent have made available to the Purchaser copies of all written environmental reports, investigation studies, assessments, sampling data and other environmental information in its possession relating to the Company, the Parent or restoration of the environment, human health their Subsidiaries or their respective current and safety, former properties or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyoperations.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have have, a Company Merger Partner Material Adverse Effect: : (i) the Company Merger Partner and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)); Laws; (ii) to the knowledge of Merger Partner, the properties currently owned owned, leased or operated by the Company Merger Partner and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); Substances; (iii) to the knowledge of Merger Partner, the properties formerly owned owned, leased or operated by the Company Merger Partner or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership ownership, use or operation by the Company Merger Partner or any of its Subsidiaries; ; (iv) neither the Company Merger Partner nor any of its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; and (v) neither the Company Merger Partner nor any of its Subsidiaries have released any Hazardous Substance to into the environment; . (vib) As of the date of this Agreement, neither the Company Merger Partner nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company Merger Partner or any of its Subsidiaries may be in violation of, liable under or have obligations under under, any Environmental Law; . (viic) neither the Company Neither Merger Partner nor any of its Subsidiaries is subject to any written orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other written agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (bd) For purposes of this Agreement, "the term “Environmental Law" ” means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, safety or natural resources, (Bii) the handling, use, storage, treatment, presence, disposal, release or threatened release of any Hazardous Substance or (Ciii) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied withcomply, and is not in violation ofwithin all applicable statute of limitation periods have complied, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (viii) neither the Company nor any of its Subsidiaries have released are subject to liability for any release of, or any exposure of any person or property to, any Hazardous Substance to the environmentSubstance; (viiv) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (viiv) neither the Company nor any of its Subsidiaries is subject to any orders, decreesdecrees or injunctions issued by, injunctions or other arrangements with with, any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivi) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in cause the Company or any of its Subsidiaries to become subject to any claims, liability, obligationsinvestigations or costs, investigations, costs or to restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries Subsidiaries, pursuant to any Environmental Law. ; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Avii) the protection, investigation or restoration Company and its Subsidiaries have all of the environmentEnvironmental Permits necessary for the conduct and operation of the business as now being conducted, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyall such permits are in good standing.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement hereof and except for such matters which, individually or in the aggregate, have as has not had, had and are is not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of it and its Subsidiaries has complied with, and is not in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries no property (including soils, groundwater, surface water, buildings or other structures) are not currently owned or operated by it or any of its Subsidiaries is contaminated with any Hazardous Substances (as defined Substance which could reasonably be expected to result in Section 3.12(c))liability relating to or require remediation under any Environmental Law; (iii) the properties no property formerly owned or operated by the Company it or any of its Subsidiaries were not has been contaminated with any Hazardous Substances Substance during or prior to or during the such period of ownership or operation by the Company which could reasonably be expected to result in liability relating to or require remediation under any of its SubsidiariesEnvironmental Law; (iv) neither the Company it nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company it nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance which could reasonably be expected to the environmentresult in liability relating to or require remediation under any Environmental Law; (vi) neither the Company it nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (vii) neither the Company it nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no other circumstances or conditions involving the Company it or any of its Subsidiaries or the transactions contemplated in this Agreement that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. ; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Aix) the protectionCompany has delivered to Parent, investigation and Parent has made available to the Company, copies of all environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to it or restoration of the environment, human health its Subsidiaries or their respective current and safety, former properties or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyoperations.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior not reasonably expected to the date of this Agreement and except for such matters whichhave or had, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: : (i) the Company and each of its Subsidiaries has complied withare and, and is not since January 1, 2019, have been in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b)); Laws; (ii) there is no Environmental Claim pending or, to the properties currently owned knowledge of the Company, threatened against the Company or operated by any of its Subsidiaries; (iii) except as listed in Section 4.19(a)(iii) of the Company Disclosure Letter, the Company and its Subsidiaries have no contractual indemnity obligation to any third party for Environmental Claims or liability under Environmental Law, other than general commercial indemnification obligations entered into in the ordinary course of business, and not for the primary purpose of indemnifying matters relating to Environmental Claims or Environmental Laws; and (including soilsiv) to the knowledge of the Company, groundwaterthere are no actions, surface wateractivities, buildings circumstances, facts, conditions, events or other structuresincidents that would be reasonably likely to form the basis of any Environmental Claim against the Company or any of its Subsidiaries. (b) Except as listed in Section 4.19(b) of the Company Disclosure Letter, the Company and its Subsidiaries are not contaminated required to hold any Environmental Permits in order to conduct their business or operations as their business and operations are conducted. (c) The Company has provided Parent with true and complete copies of all material environmental assessment reports and reports of material environmental investigations with respect to the Company and any Hazardous Substances of its Subsidiaries and for any Company Real Property. (as defined in Section 3.12(c)); (iiid) the properties formerly owned The transactions contemplated by this Agreement do not require, under any Environmental Law, any material consent of, or operated by material filings with, any Governmental Authority with jurisdiction over the Company or any of its Subsidiaries were including, but not contaminated with Hazardous Substances prior to or during limited to, the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Lawenvironmental permits. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have have, a Public Company Material Adverse Effect: : (i) the Public Company and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)); Laws; (ii) to the knowledge of Public Company, the properties currently owned owned, leased or operated by the Public Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); Substances; (iii) to the knowledge of Public Company, the properties formerly owned owned, leased or operated by the Public Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership ownership, use or operation by the Public Company or any of its Subsidiaries; ; (iv) neither the Public Company nor any of its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; and (v) neither the Public Company nor any of its Subsidiaries have released any Hazardous Substance to into the environment; . (vib) As of the date of this Agreement, neither the Public Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Public Company or any of its Subsidiaries may be in violation of, liable under or have obligations under under, any Environmental Law; . (viic) neither the Neither Public Company nor any of its Subsidiaries is subject to any written orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other written agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement hereof and except for such matters whichas are not, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat would not reasonably be expected to, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: : (i) The Company and the Company and each of its Subsidiaries has complied withare, and is not since September 1, 2019 have been, in violation ofcompliance with all Environmental Laws, any applicable which compliance has included obtaining, maintaining and complying with all Environmental Laws (as defined in Section 3.12(b)); Permits required for the operation of the business; (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither Neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries Subsidiary has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with written notice from any Governmental Entity or is subject to any indemnity other Person alleging the actual or other agreement with any third party relating to potential violation of or liability under any Environmental Law or relating to Hazardous Substances; and any Environmental Permit, in each case which remains pending or unresolved; (viiiiii) there There are no circumstances Proceedings or conditions involving Judgments pending or, to the Knowledge of the Company, threatened by a Governmental Entity or other Person against the Company or any Company Subsidiary that allege a violation of its Subsidiaries that could reasonably be expected or liability under any Environmental Law or any Environmental Permit; (iv) Neither the Company nor any Company Subsidiary nor, to result the Knowledge of the Company, any predecessor thereof, has treated, stored, disposed of, arranged for the disposal of, transported, handled, or Released any Hazardous Material, and to the Knowledge of the Company, there are no Hazardous Materials present at, in, on or under any real property currently or formerly owned, leased or occupied by the Company or any Company Subsidiary, in each case so as to give rise to any claimsliabilities (contingent or otherwise) pursuant to Environmental Laws; and (v) Neither the Company nor any Company Subsidiary has provided an indemnity with respect to, liabilityor otherwise assumed by Contract, obligations, investigations, costs or restrictions on the ownership, use or transfer any liability of any property other Person relating to Environmental Laws or Hazardous Materials. (b) The Company has made available to Parent and Merger Sub all non- privileged material environmental reports, audits and assessments and all other material documents bearing on material environmental, health or safety liabilities, in each case in the possession or reasonable control of the Company or any of its Subsidiaries pursuant to any Environmental LawCompany Subsidiary. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichwould not, individually or in the aggregate, have not had, and are not reasonably be likely to have a Company Material Adverse Effect: : (i) since the date that is four years prior to the date hereof, the Company and each of its Subsidiaries has complied with, and is not have been in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b)); and have not incurred any Liabilities concerning any Environmental Laws with respect to the business of the Company and its Subsidiaries; (ii) there are no writs, injunctions, decrees, awards, orders or judgments outstanding, or any actions, suits, demands, claims or hearings or, to the properties Knowledge of the Company, proceedings or investigations pending or, to the Knowledge of the Company, threatened, relating to compliance with, or Liability under, any Environmental Law affecting the business of the Company and its Subsidiaries, other than those first arising after the date hereof in the ordinary course of business; (iii) to the Knowledge of the Company, there has been no release, threatened release, contamination or disposal of Hazardous Substances at any property currently or formerly owned or operated by in connection with the business of the Company and its Subsidiaries (including in soils, groundwater, surface water, buildings or other structures) are not contaminated with or at any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned third-party property, or operated from any waste generated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither legally responsible predecessor corporation thereof, that has given or would, individually or in the Company nor its Subsidiaries are subject aggregate, reasonably be likely to liability give rise to any Liability under any Environmental Law for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that which the Company or any of its Subsidiaries may be in violation of, liable under would incur or have obligations under any Environmental Lawshare Liability; and (viiiv) neither the Company nor any of its Subsidiaries is subject to any orders, there are no consent decrees, injunctions orders or other arrangements similar agreements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or imposing restrictions on the ownership, use or transfer of any real property relating to, or derived from, any Environmental Law, and there are no indemnification or other agreements with any third party (other than ordinary course provisions in leases of real property or in agreements for the Company acquisition or disposition of assets or businesses) relating to any of its Subsidiaries pursuant to Liability or potential Liability under any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have would not had, and are not be reasonably likely to have a Company Material Adverse Effectmaterial adverse effect change in the business, operations, properties, prospects, assets, or condition of the Issuer: (i) the Company and each of its Subsidiaries to Issuer's knowledge, Issuer has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b4.8(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soilsto Issuer's knowledge, groundwater, surface water, buildings or other structures) are Issuer is not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property any third party property; (iii) to Issuer's knowledge, Issuer has not been associated with any release or threat of release of any third partyHazardous Substance; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries Issuer has not received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries Issuer may be in violation of, of or liable under or have obligations under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries Issuer is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no circumstances or conditions involving the Company or any of its Subsidiaries Issuer that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries Issuer pursuant to any Environmental Law. (b) For purposes of this Agreement, the term "Environmental Law" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. Except as described in Section 5.16 of the Disclosure Schedule, (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by both the Company and its Subsidiaries (including soilsare in compliance with and for the past four years, groundwater, surface water, buildings or other structures) are not contaminated have been in compliance with any Hazardous Substances (as defined all applicable Environmental Law and Environmental Permits in Section 3.12(c))all material respects; (iiib) all past non-compliance with Environmental Laws or Environmental Permits has been resolved without any material pending, on-going or future obligation, cost or liability; (c) none of the properties currently or formerly owned owned, leased or operated by the Company or any of its Subsidiaries were not Subsidiary (including, without limitation, soils and surface and ground waters) are contaminated with any Hazardous Substance or otherwise in material violation of Environmental Law; (d) none of the Company or any of the Subsidiaries is actually or allegedly liable for any off-site contamination by Hazardous Substances; (e) none of the Company or any of the Subsidiaries is actually or allegedly liable under any Environmental Law (including, without limitation, pending or threatened liens); (f) each of the Company and each Subsidiary has all material Environmental Permits; (g) each of the Company and each Subsidiary is in compliance with its Environmental Permits in all material respects; (h) to the knowledge of the Company, neither the execution of this Agreement nor the consummation of the Transactions will require any investigation, remediation or other action with respect to Hazardous Substances, or any notice to or consent of Governmental Authorities or third parties, pursuant to any applicable Environmental Law or Environmental Permit; (i) there are no underground storage tanks in which Hazardous Substances prior are being or have been treated, stored or disposed on any of the Oil and Gas Interests or, to its knowledge, on any property formerly owned, leased, used or during the period of ownership or operation occupied by the Company or any of its Subsidiaries; (ivj) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property none of the Company or any of its Subsidiaries are conducting, and have not undertaken or completed, any Remedial Action relating to any Release or threatened Release of Hazardous Substances at any location, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law. Law or Environmental Permit; (bk) For purposes there are no material Environmental Claims pending or, to the knowledge of this Agreementthe Company, "Environmental Law" means any lawthreatened against the Company, regulationits Subsidiaries, orderor the Oil and Gas Interests, decreeand to its knowledge, permit, authorization, opinion, common law or agency requirement there are no circumstances that can reasonably be expected to form the basis of any jurisdiction relating to: such Environmental Claim; and (Al) the protectionCompany has provided Purchaser with copies of (i) any material environmental assessment or audit reports or other similar studies or analyses relating to the Oil and Gas Interests, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination Company or any injury Subsidiary prepared within the last three years and (ii) all insurance policies issued at any time that may provide coverage to the Company or threat of injury to persons or propertyany Subsidiary for environmental matters.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement Disclosure Letter, and except for such matters whichthat, individually alone or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse EffectEffect on it: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)below); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)below); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiariesit; (iv) neither the Company nor its Subsidiaries are is not subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor has not been associated with any release or threat of its Subsidiaries have released release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of its Subsidiaries has not received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries it may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Parent Reports filed prior to the date of this Agreement hereof and except for such matters whichthat, individually alone or in the aggregate, have not had, and are not reasonably likely to have a Company Parent Material Adverse Effect: (i) the Company Parent and each of its Subsidiaries has complied with, and is not are in violation of, any substantial compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries Parent (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iii) the properties formerly owned or operated by the Company Parent or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company Parent or any of its Subsidiaries; (iv) neither the Company Parent nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property (excluding policies written in connection with the insurance business); (v) neither no Hazardous Substance has been transported from any of the Company nor properties owned or operated by Parent or any of its Subsidiaries have released any Hazardous Substance to the environmentother than as permitted under applicable Environmental Law; (vi) neither the Company Parent nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging from any Governmental Entity or third party indicating that the Company Parent or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of Parent and its Subsidiaries is are not subject to any orderscourt order, decrees, injunctions administrative order or other arrangements with decree arising under any Governmental Entity or is Environmental Law and are not subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous SubstancesSubstances (excluding policies written in connection with the insurance business); and (viii) there are no circumstances or conditions involving the Company Parent or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries Parent pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. Except as has not been, and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole: (a) Except as disclosed in no written notice, order, complaint or penalty has been received by the Company SEC Reports filed prior or any of its Subsidiaries arising out of any Environmental Laws that is currently pending, and there are no judicial, administrative or other Proceedings pending or, to the date Company’s Knowledge, threatened which allege a violation by, or liability of, the Company or any of this Agreement and except for such matters which, individually or in the aggregate, have not hadits Subsidiaries under any Environmental Laws, and are not reasonably likely there is no administrative or judicial Order of any Governmental Authority pursuant to have a any Environmental Laws outstanding against the Company Material Adverse Effect: or any of its Subsidiaries; (ib) the Company and each of its Subsidiaries has complied with, and is not in violation of, any have all Permits necessary for their operations to comply with all applicable Environmental Laws and are in compliance with the terms of such Permits; (as defined in Section 3.12(b)); (iic) the properties currently owned or operated by operations of the Company and each of its Subsidiaries are in compliance with all applicable Environmental Laws; (including soilsd) neither the Company nor any of its Subsidiaries, groundwaternor, surface waterto the Knowledge of the Company, buildings any other Person to the extent giving rise to liability for the Company or other structures) are not contaminated with any of its Subsidiaries has released or disposed of any Hazardous Substances (as defined in Section 3.12(c)); (iii) Substance on or under real property currently or, to the properties Knowledge of the Company, formerly owned owned, leased or operated by the Company or any of its Subsidiaries were not contaminated with Subsidiaries, or, to the Knowledge of the Company, any other location where Hazardous Substances prior to or during the period of ownership or operation generated by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any noticebeen disposed, demandin quantities or concentrations that require investigation, letter, claim remediation or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of monitoring by the Company or any of its Subsidiaries pursuant to any Environmental Law.; (be) For purposes neither the Company nor any of this Agreementits Subsidiaries has assumed, "Environmental Law" means any lawundertaken or agreed to provide indemnification for, regulation, order, decree, permit, authorization, opinion, common law or agency requirement as a result of any jurisdiction relating contract, any material liability of any other Person arising under Environmental Laws; and (f) the Company has delivered or otherwise made available for inspection to Parent true, complete and correct copies of any material reports, investigations, audits, assessments (including Phase I environmental site assessments and Phase II environmental site assessments), studies, analyses, tests or monitoring in the possession of the Company or any of its Subsidiaries pertaining to: (Ai) any unresolved liabilities of the Company or any of its Subsidiaries under Environmental Law; (ii) any releases or disposal of Hazardous Substances by the Company or any of its Subsidiaries or to the extent giving rise to liability for the Company or any of its Subsidiaries in, on, or beneath any property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries; or (iii) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination Company’s or any injury or threat of injury its Subsidiaries’ noncompliance with applicable Environmental Laws, in each case to persons or propertythe extent prepared since January 1, 2020.

Environmental Matters. (a) Except as disclosed in the Company SEC Parent Reports filed prior to the date of this Agreement hereof and except for such matters whichthat are not, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Parent Material Adverse EffectEffect or prevent, materially burden or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement: (i) the Company Parent and each of its Subsidiaries has have complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties no property currently owned or operated by the Company and Parent or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substance which could reasonably be expected to require remediation pursuant to any Environmental Law; (iii) the properties no property formerly owned or operated by the Company Parent or any of its Subsidiaries were not was contaminated with any Hazardous Substances Substance during or prior to or during the such period of ownership or operation by the Company or which contamination could reasonably be expected to require remediation pursuant to any of its SubsidiariesEnvironmental Law; (iv) neither the Company Parent nor any of its Subsidiaries are subject to liability is liable for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company Parent nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company Parent or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (vii) neither the Company Parent nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions or other arrangements with any Governmental Entity or is subject to any injunction indemnity or other agreement with any Governmental Entity or third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no other circumstances or conditions involving the Company Parent or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law; and (ix) Parent has made available to the Company copies of all material environmental reports, studies, assessments, sampling data and other environmental documents in its possession relating to Parent or its Subsidiaries or their respective current and former properties or operations. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. Except as set forth on Schedule 5.1(n), (a) Except as disclosed the BSS Business has been conducted, since the Applicable Date, in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichcompliance in all material respects with all applicable Environmental Laws, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (ib) the Company and each neither EchoStar nor any of its Subsidiaries has complied withis conducting or is required to conduct any investigation, and is not in violation of, remediation or other action pursuant to the requirements of any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently Law at any Transferred Site contaminated with any Hazardous Substance or property formerly owned or operated by the Company and EchoStar or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structuresstructures at such properties) are not contaminated with any Hazardous Substances Substance, (as defined in Section 3.12(c)); (iiic) the properties formerly owned or operated by the Company or neither EchoStar nor any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is subject to liability remedial action Liability under applicable Environmental Law for any Hazardous Substance disposal or contamination on the property of any third party; party property that received Hazardous Substances, (vd) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company EchoStar nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company EchoStar or any of its Subsidiaries may be is in violation of, liable under of or have obligations subject to liability under any Environmental Law; , (viie) neither the Company EchoStar nor any of its Subsidiaries is subject to any orderswritten order, decrees, injunctions decree or other arrangements injunction with any Governmental Entity or is subject Authority relating to any indemnity or other agreement with any third party relating to liability under any Environmental Law Liability or relating to Hazardous Substances; , in each case of clauses (a) through (e), to the extent primarily relating to the operation of the BSS Business or the ownership of the Transferred Assets and (viiif) to the knowledge of the EchoStar Parties there are no other circumstances or conditions involving the Company BSS Business or any the ownership of its Subsidiaries the Transferred Assets that could would reasonably be expected to result in any claimsmaterial claim, liabilityLiability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as specifically disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichSchedule 5.14 attached hereto, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company properties and operations of such Credit Party and each of its Subsidiaries has complied with, and is not comply in violation of, any all material respects with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) none of the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings operations of such Credit Party or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any ordersjudicial or administrative proceeding alleging the violation of any Environmental Law; (iii) none of the properties or operations of such Credit Party or any of its Subsidiaries is the subject of any federal or state investigation concerning any use or release of any Hazardous Substance; (iv) neither such Credit Party nor any of its Subsidiaries, decreesnor, injunctions to the best knowledge of such Credit Party, any predecessor of such Credit Party or any of its Subsidiaries, has filed any notice under any federal or state law indicating past or present treatment, storage or disposal of a Hazardous Substance or reporting a spill or release of a Hazardous Substance into the environment; (v) neither such Credit Party nor any of its Subsidiaries has any contingent liability in connection with any release of any Hazardous Substance into the environment and no such release which could, under applicable law, require remediation has occurred; (vi) neither such Credit Party's nor any of its Subsidiaries' operations involve the generation, transportation, treatment, storage or disposal of Hazardous Substances, except for the generation of Hazardous Substances in the ordinary course of business, and except for such activities carried out through licensed independent contractors; (vii) neither such Credit Party nor any of its Subsidiaries has disposed of any Hazardous Substance in, on or about any premises owned, leased or used by such Credit Party or any of its Subsidiaries and, to the best of the knowledge of such Credit Party, neither has any lessee, prior owner, or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous SubstancesPerson; and (viii) there no surface impoundments or, to the best of such Credit Party, underground storage tanks are no circumstances located in, on or conditions involving about any of the Company premises owned, leased or used by such Credit Party or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental LawSubsidiaries. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and set forth on Schedule 3.17 or except for such matters whichas could not, individually or in the aggregate, have not had, and are not reasonably likely be expected to have result in a Company Material Adverse Effect: : (i) The facilities and properties owned or currently leased or operated by a Company (the Company and each of its Subsidiaries has complied “Properties”) are in compliance with, and is not in violation ofthe Companies have no liability under, any applicable Environmental Laws (as defined in Section 3.12(b)); Law; (ii) The Companies have obtained all Environmental Permits required for the properties currently owned or operated by conduct of their businesses and the Company operation of their Properties under Environmental Law and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) all such Environmental Permits are not contaminated with any Hazardous Substances (as defined valid and in Section 3.12(c)); good standing; (iii) the properties formerly owned There has been no Release or operated by the Company threatened Release of Hazardous Material on, at, under or from any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period Properties of ownership or operation by the a Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property liability of the Company Companies under any applicable Environmental Law; (iv) There is no Environmental Claim pending or, to the knowledge of the Companies, threatened in writing against the Companies, or relating to any of its Subsidiaries their Properties; (v) No person with an indemnity or contribution obligation to the Companies relating to compliance with or liability under Environmental Law is in default with respect to such obligation; (vi) No Company is obligated to perform any action or otherwise incur any material expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Company is conducting or financing any Response pursuant to any Environmental LawLaw with respect to any Property of such Company; (vii) No Property of the Companies and, to the knowledge of the Companies, no property formerly owned, operated or leased by the Companies or any of their predecessors in interest is (A) listed or formally proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (B) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (C) included on any similar list maintained by any Governmental Authority including any such list relating to releases of petroleum; and (viii) No Environmental Lien has been recorded or, to the knowledge of any Company, threatened under any Environmental Law with respect to any Properties of the Companies. (b) For purposes of The representations and warranties contained in this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) Section 3.17 are the protection, investigation or restoration sole and exclusive representations and warranties of the environment, human health Companies with respect to Environmental Laws and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyMaterials.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) Each of CNB Financial and its Subsidiaries, the Company and each Participation Facilities, and, to the knowledge of its Subsidiaries has complied withCNB Financial, the Loan Properties are, and is not have been, in violation of, any applicable substantial compliance with all Environmental Laws (as defined in Section 3.12(b)); Laws. (ii) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to the properties currently owned knowledge of CNB Financial, threatened, before any court, governmental agency or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings board or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company forum against CNB Financial or any of its Subsidiaries were or any Participation Facility (A) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (B) relating to the presence of or release into the environment of any Hazardous Material, whether or not contaminated with Hazardous Substances prior to occurring at or during the period of ownership on a site owned, leased or operation operated by the Company CNB Financial or any of its Subsidiaries; Subsidiaries or any Participation Facility. (iviii) neither To the Company nor its Subsidiaries are subject knowledge of CNB Financial, there is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or threatened before any court, governmental agency or board or other forum relating to liability for or against any Hazardous Substance disposal Loan Property (or contamination on the property of any third party; (v) neither the Company nor CNB Financial or any of its Subsidiaries have released in respect of such Loan Property) (A) relating to alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (B) relating to the presence of or release into the environment of any Hazardous Substance to the environment; Material, whether or not occurring at a Loan Property. (viiv) neither the Company Neither CNB Financial nor any of its Subsidiaries has received any notice, demand, demand letter, claim executive or administrative order, directive or request for information alleging that the Company from any Governmental Entity or any of its Subsidiaries third party indicating that it may be in violation of, or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any ordersunder, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (bv) For purposes There are no underground storage tanks at any properties owned or operated by CNB Financial or any of this Agreementits Subsidiaries or any Participation Facility. Neither CNB Financial nor any of its Subsidiaries nor, "Environmental Law" means to the knowledge of CNB Financial, any lawother person or entity, regulation, order, decree, permit, authorization, opinion, common law has closed or agency requirement removed any underground storage tanks from any properties owned or operated by CNB Financial or any of its Subsidiaries or any jurisdiction relating to: Participation Facility. (vi) During the period of (A) the protection, investigation CNB Financial’s or restoration its Subsidiary’s ownership or operation of the environment, human health and safety, any of their respective current properties or natural resources, (B) CNB Financial’s or its Subsidiary’s participation in the handlingmanagement of any Participation Facility, use, presence, disposal, release or threatened there has been no release of Hazardous Materials in, on, under or affecting such properties. To the knowledge of CNB Financial, prior to the period of (A) CNB Financial’s or its Subsidiary’s ownership or operation of any Hazardous Substance of their respective current properties or (CB) noiseCNB Financial’s or its Subsidiary’s participation in the management of any Participation Facility, odorthere was no contamination by or release of Hazardous Material in, wetlandson, pollution, contamination under or any injury or threat of injury to persons or propertyaffecting such properties.

Environmental Matters. (a) Except as disclosed set forth in Section 4.14(a) of the Company SEC Reports filed prior to the date of this Agreement Disclosure Schedule, and except for such matters whichas would not, individually or in the aggregate, have not had, and are not reasonably likely be expected to have a Company Material Adverse Effect: , (i) the Company and its Subsidiaries are in compliance with all applicable Environmental Laws (which compliance includes the possession by the Company and each of its Subsidiaries has complied withof all Environmental Permits, and compliance with the terms and conditions thereof); (ii) there is no Environmental Claim pending or threatened in writing against the Company or any of its Subsidiaries; (iii) there is no civil, criminal or administrative judgment against the Company or any of its Subsidiaries or, to the Knowledge of the Company or any of its Subsidiaries, against any Person or entity whose liability for any Environmental Claim the Company or any of its Subsidiaries has contractually or by operation of law retained or assumed pursuant to Environmental Laws; (iv) the Company and its Subsidiaries have all Environmental Permits required pursuant to Environmental Laws and the Company and its Subsidiaries are in compliance with all terms and conditions thereof; (v) the Company and its Subsidiaries have filed all notices required under Environmental Laws indicating the past and present Release, generation, treatment, storage or disposal of Hazardous Substances; (vi) there is not at, on or in violation ofany of the real properties owned or leased by the Company or any of its Subsidiaries any generation, use, handling, Release, treatment, recycling, storage or disposal of any applicable Hazardous Substances in a manner not in compliance with Environmental Laws Laws; and (vii) there are no past or present actions, activities, circumstances, conditions, events or incidents, including the Release or presence of any Hazardous Substances, which are reasonably likely to form the basis of any Environmental Claim against the Company or any of its Subsidiaries or against any Person or entity whose liability for any Environmental Claim, the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of Law. (b) The Company has made available to Parent copies of all environmental audits, assessments or studies completed since January 1, 1997 with respect to the facilities or Real Property (as defined in Section 3.12(b4.18(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soilsowned, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned leased or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) Each of MSB and its Subsidiaries, the Company and each Participation Facilities, and, to the knowledge of its Subsidiaries has complied withMSB, the Loan Properties are, and is not have been, in violation of, any applicable substantial compliance with all Environmental Laws (as defined in Section 3.12(b)); Laws. (ii) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to the properties currently owned knowledge of MSB, threatened, before any court, governmental agency or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings board or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company forum against MSB or any of its Subsidiaries were or any Participation Facility (A) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (B) relating to the presence of or release into the environment of any Hazardous Material, whether or not contaminated with Hazardous Substances prior to occurring at or during the period of ownership on a site owned, leased or operation operated by the Company MSB or any of its Subsidiaries; Subsidiaries or any Participation Facility. (iviii) neither To the Company nor its Subsidiaries are subject knowledge of MSB, there is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or threatened before any court, governmental agency or board or other forum relating to liability for or against any Hazardous Substance disposal Loan Property (or contamination on the property of any third party; (v) neither the Company nor MSB or any of its Subsidiaries have released in respect of such Loan Property) (A) relating to alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (B) relating to the presence of or release into the environment of any Hazardous Substance to the environment; Material, whether or not occurring at a Loan Property. (viiv) neither the Company Neither MSB nor any of its Subsidiaries has received any notice, demand, demand letter, claim executive or administrative order, directive or request for information alleging that the Company from any Governmental Entity or any of its Subsidiaries third party indicating that it may be in violation of, or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any ordersunder, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (bv) For purposes There are no underground storage tanks at any properties owned or operated by MSB or any of this Agreement, "Environmental Law" means its Subsidiaries or any law, regulation, order, decree, permit, authorization, opinion, common law Participation Facility and no underground storage tanks have been closed or agency requirement removed from any properties owned or operated by MSB or any of its Subsidiaries or any jurisdiction relating to: Participation Facility. (vi) During the period of (A) the protection, investigation MSB’s or restoration its Subsidiary’s ownership or operation of the environment, human health and safety, any of their respective current properties or natural resources, (B) MSB’s or its Subsidiary’s participation in the handlingmanagement of any Participation Facility, use, presence, disposal, release or threatened there has been no release of Hazardous Materials in, on, under or affecting such properties. To the knowledge of MSB, prior to the period of (A) MSB’s or its Subsidiary’s ownership or operation of any Hazardous Substance of their respective current properties or (CB) noiseMSB’s or its Subsidiary’s participation in the management of any Participation Facility, odorthere was no contamination by or release of Hazardous Material in, wetlandson, pollution, contamination under or any injury or threat of injury to persons or propertyaffecting such properties.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichas, individually or in the aggregate, have not had, and are could not reasonably likely be expected to have a Company Material Adverse Effect: : (ia) the Company facilities and each properties owned, leased or operated by any Covenant Party (the “Properties”) do not contain any Materials of its Subsidiaries Environmental Concern in amounts or concentrations or under circumstances that constitute a violation of, or could reasonably be expected to give rise to liability under, any applicable Environmental Law; (b) no Covenant Party has complied withreceived any written notice of any violation, and alleged violation, non-compliance, liability or potential liability relating to any Environmental Laws, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is not being threatened; (c) no Covenant Party has transported or disposed of from the Properties Materials of Environmental Concern in violation of, any applicable Environmental Laws (as defined or in Section 3.12(b)); (ii) the properties currently owned a manner or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries a location that could reasonably be expected to result in any claimsgive rise to liability under, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law., nor has any Covenant Party generated, treated, stored, handled or used at, on or under any of the Properties Materials of Environmental Concern in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law; (bd) For purposes no judicial proceeding or governmental or administrative action is pending or, to the knowledge of this Agreementthe Borrower, "threatened under or based on any Environmental Law" means , to which any law, regulation, order, decree, permit, authorization, opinion, common law Covenant Party is or agency requirement to the knowledge of any jurisdiction relating to: Covenant Party will be named as a party, nor is any Covenant Party a party or subject to any decrees, orders, judgments or agreements which impose any obligations or liability under any Environmental Law; (Ae) there has been no Release or to the knowledge of the Borrower threat of Release of Materials of Environmental Concern at, on, under or from the Properties arising from or related to the operations of any Covenant Party, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws; (f) the protectionProperties and all operations at the Properties and of each Covenant Party are in compliance, investigation or restoration and for the past three (3) years have been in compliance, with all applicable Environmental Laws; (g) this Section 4.17 contains the sole and exclusive representations and warranties of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury Borrower with respect to persons or propertymatters arising under Environmental Law.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement hereof and except for such matters whichthat, individually alone or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: ; (i) the Company and each of its Subsidiaries has complied are in compliance with, and is not to the knowledge of the executive officers of the Company have at all times been in violation ofcompliance with, any all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries are not responsible or liable for the release or threatened release of any Regulated Substance into the environment (including soilsindoor and outdoor air, groundwatersoil, subsurface strata, surface water, buildings water or other structuresgroundwater) are not contaminated with at any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties property currently or formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Subsidiaries, where such release may reasonably be expected to give rise to claims, costs or requirements under applicable Environmental Laws for the investigation, removal, or remediation of such Regulated Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries, or claims for personal injury or property damage; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (viiii) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be are in violation ofof any applicable Environmental Law, liable under or have obligations are subject to liability under any Environmental LawLaw for the release or threatened release of, or exposure to, any Regulated Substance at, or for the investigation, removal or remediation of any Regulated Substance at, any property currently or formerly owned or operated by the Company or its Subsidiaries or at any facility owned or operated by a third party; (viiiv) to the knowledge of the executive officers of the Company, neither the Company nor any of its Subsidiaries are liable under any Environmental Law for the release or threatened release of any Regulated Substance at any property currently or formerly owned or operated by the Company or any of its Subsidiaries or at any facility owned or operated by a third party; (v) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction, consent order or other arrangements agreement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law Law; (vi) neither the Company nor any of its Subsidiaries has entered into any agreement with a third party under which the Company or any of its Subsidiaries is obligated to indemnify such third party for liabilities arising under applicable Environmental Laws or relating to Hazardous the investigation, removal or remediation of Regulated Substances; (vii) to the knowledge of the executive officers of the Company, none of the properties currently owned or leased by the Company or any of its Subsidiaries contains any underground storage tanks or friable asbestos-containing materials requiring abatement, and none of such properties contain any equipment containing polychlorinated biphenyls for which the Company or any of its Subsidiaries are responsible; (viii) to the knowledge of the executive officers of the Company, there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of currently owned or lease by the Company or any of its Subsidiaries pursuant to any Environmental Law. ; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Aix) the protectionCompany has delivered to Parent copies of all environmental reports, investigation studies, assessments, sampling data, permits and other governmental approvals in its possession relating to environmental conditions at the properties currently or restoration formerly owned or leased by the Company or any of its Subsidiaries, or to the compliance of the environment, human health operations of the Company and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyits Subsidiaries with applicable Environmental Laws.

Environmental Matters. (a) Except as disclosed in Section 3.13(a) of the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse EffectLady Luck Disclosure Schedule: (i) the Company Lady Luck and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b3.13(b)); (ii) the properties currently owned owned, leased or operated by the Company Lady Luck and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c3.13(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company Lady Luck nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property any third party property; (iv) neither Lady Luck nor any of its Subsidiaries has been associated with any release or threat of release of any third partyHazardous Substance; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company Lady Luck nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company Lady Luck or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (viivi) neither the Company Lady Luck nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no circumstances or conditions involving the Company Lady Luck or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company Lady Luck or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this Agreement, the term "Environmental Law" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance Substance, or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement hereof and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b3.13(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c3.13(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this AgreementAs used herein, the term "Environmental Law" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed set forth in the Company SEC Reports filed prior to the date of this Agreement Schedule 3.16 and except for such matters which, individually or in the aggregate, have which would not had, and are not reasonably likely to have a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries has complied with, and Company Subsidiary is not in violation of, any compliance with all applicable Environmental Laws (as defined below) in Section 3.12(b))effect on the date hereof; (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries Subsidiary has received any notice, demand, letter, claim or request for information alleging written communication that alleges that the Company or any of its Subsidiaries may be Company Subsidiary is not in violation of, liable under or have obligations under any compliance in all material respects with all applicable Environmental LawLaws in effect on the date hereof; (viiiii) neither all material permits and other governmental authorizations currently held by the Company nor and each Company Subsidiary pursuant to the Environmental Laws ("Environmental Permits") are in full force and effect, the Company and each Company Subsidiary is in compliance with all of the terms of such Environmental Permits and authorizations, and no other Environmental Permits or authorizations are required by the Company or any Company Subsidiary for the conduct of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substancestheir respective businesses on the date hereof; and (viiiiv) the management, handling, storage, transportation, treatment, and disposal by the Company and each Company Subsidiary of any Hazardous Materials (as defined below) has been in compliance with all applicable Environmental Laws. (b) Except as set forth in Schedule 3.16 and except for Environmental Claims (as defined below) which would not have a Company Material Adverse Effect, there are is no circumstances Environmental Claim pending or, to the knowledge of the Company, threatened against or conditions involving the Company or any of its the Company Subsidiaries that could reasonably be expected to result in or against any claims, liability, obligations, investigations, costs person or restrictions on the ownership, use or transfer of entity whose liability for any property of Environmental Claim the Company or any of its the Company Subsidiaries pursuant to any Environmental Lawhas or may have retained or assumed either contractually or by operation of law. (bc) For purposes of this AgreementExcept as set forth in Schedule 3.16 and except for matters which would not have a Company Material Adverse Effect, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) to the protection, investigation or restoration knowledge of the environmentCompany, human health and safetythere are no past or present actions or activities by the Company or any Company Subsidiary involving the storage, treatment, release, emission, discharge, disposal or natural resources, (B) the handling, use, presence, disposal, release or threatened release arrangement for disposal of any Hazardous Substance or (C) noiseMaterials, odor, wetlands, pollution, contamination that could reasonably form the basis of any Environmental Claim against the Company or any injury Company Subsidiary or threat against any person or entity whose liability for any Environmental Claim the Company or any Company Subsidiary may have retained or assumed either contractually or by operation of injury to persons or propertylaw. (d) As used herein, these terms shall have the following meanings:

Environmental Matters. (a) Except as disclosed in Section 3.13 of the Company Players Disclosure Schedule, the Players SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have as would not had, and are not be reasonably likely to have a Company Players Material Adverse Effect: (i) the Company Players and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b3.13(b)); (ii) the properties currently owned or operated by the Company Players and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c3.13(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company Players nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property any third party property; (iv) neither Players nor any of its Subsidiaries has been associated with any release or threat of release of any third partyHazardous Substance; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company Players nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company Players or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (viivi) neither the Company Players nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no circumstances or conditions involving the Company Players or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company Players or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this Agreement, the term "Environmental Law" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) The Company does not currently own, and has not previously owned, any real property. Except as disclosed in the Company SEC Reports filed prior to the date hereof or on Section 4.12 of this Agreement the Company Disclosure Schedule, and except for such matters whichthat, individually alone or in the aggregate, have would not had, and are not reasonably likely to have a Company Material Adverse Effect: (ia) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b9.12(b)); (iib) the properties currently owned leased or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are were not contaminated with any Hazardous Substances (as defined in Section 3.12(c9.12(b))) by the Company, or, to the knowledge of the Responsible Executive Officers of the Company, by any third party, and, to the knowledge of the Responsible Executive Officers of the Company, do not contain wetlands, dumps, filled in land, PCBs, asbestos or underground storage tanks; (iiic) to the knowledge of the Responsible Executive Officers of the Company, the properties formerly owned leased or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior by the Company or, to or the knowledge of the Responsible Executive Officers of the Company, by any third party, during the period of ownership lease or operation by the Company or any of its Subsidiaries; (ivd) neither the Company nor its Subsidiaries are any Subsidiary is subject to liability for any Hazardous Substance disposal or contamination as directed by the Company or its Subsidiary on the property of any third partyparty property; (ve) neither no Hazardous Substance has been transported by the Company nor or, to the knowledge of the Responsible Executive Officers of the Company, by any third party from any of the properties leased or operated by the Company or any of its Subsidiaries have released any Hazardous Substance to the environmentother than as permitted under applicable Environmental Law; (vif) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging from any Governmental Entity or third party indicating that the Company or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (viig) neither the Company nor any of and its Subsidiaries is are not subject to any orderscourt order, decrees, injunctions administrative order or other arrangements with decree arising under any Governmental Entity or is Environmental Law and are not subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiih) to the knowledge of the Responsible Executive Officers of the Company there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any material claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually alone or in the aggregate, have not had, and are not reasonably likely expected to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties no property currently owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances (as defined Substance at levels or in Section 3.12(c))circumstances that could reasonably be expected to require investigation or remediation under Environmental Laws; (iii) the properties no property formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by and for which the Company or any of its SubsidiariesSubsidiaries could reasonably be expected to bear liability was contaminated with any Hazardous Substance during or prior to such period of ownership or operation; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released is subject to liability under Environmental Laws for any Hazardous Substance disposal or contamination on any third party property at levels or in circumstances that could reasonably be expected to the environmentrequire investigation or remediation under Environmental Laws; (viv) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements agreement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law Law; (vii) none of the properties contain any underground storage tanks, asbestos-containing material, lead containing paint, or relating polychlorinated biphenyls which could reasonably be expected to Hazardous Substancesrequire abatement or result in liability pursuant to any Environmental Law; and (viii) there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. ; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Aix) the protectionCompany has made available to Parent copies of all environmental reports, investigation studies, assessments and audits in its possession relating to Company or restoration of the environment, human health its Subsidiaries or their respective current and safety, former properties or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyoperations in its possession at its corporate headquarters.

Environmental Matters. (a) Except as disclosed in the STI Reports delivered to the Company SEC Reports filed prior to the date of this Agreement hereof or the STI Disclosure Letter, and except for such matters whichthat, individually alone or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse EffectEffect on STI: (i) the Company and each of STI and its Subsidiaries has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and STI or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iii) the properties formerly owned or operated by the Company STI or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company it or any of its Subsidiaries; (iv) neither the Company STI nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company STI nor any Subsidiary has been associated with any release or threat of its Subsidiaries have released release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company STI nor any of its Subsidiaries Subsidiary has received any notice, demand, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company STI nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company STI or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichwould not, individually or in the aggregate, have not had, and are not reasonably likely be expected to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any subsidiaries comply with all applicable Environmental Laws (as defined in Section 3.12(bbelow)), and possess and comply with all applicable Environmental Permits (as defined below) required under such Laws to operate as it presently operates; (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) there are not contaminated with any Hazardous Substances no Materials of Environmental Concern (as defined in Section 3.12(c)); (iiibelow) the properties formerly at any property owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior subsidiaries, under circumstances that are likely to or during the period result in liability of ownership or operation by the Company or any of its Subsidiariessubsidiaries under any applicable Environmental Law; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (viii) neither the Company nor any of its Subsidiaries have released subsidiaries has received any Hazardous Substance written notification alleging that it is liable for, or request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or similar state statute or regulation, concerning any release or threatened release of Materials of Environmental Concern at any location except, with respect to any such notification or request for information concerning any such release or threatened release, to the environmentextent such matter has been resolved with the appropriate federal, state or local regulatory authority or otherwise; and (viiv) neither the Company nor any of its Subsidiaries subsidiaries has received any notice, demand, letter, written claim or request for information alleging that the Company or any of its Subsidiaries may be in violation ofcomplaint, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party proceeding, relating to liability under any noncompliance with Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company Laws or any other liabilities pursuant to Environmental Laws. The Company has provided true and exact copies of its Subsidiaries that could reasonably be expected to result all environmental reports, permits, filings and other documents in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property possession of the Company or any of its Subsidiaries pursuant subsidiaries that relate to: compliance by the Company or any of its subsidiaries with Environmental Laws; releases or suspected releases of Materials of Environmental Concern; or any other fact or circumstance that could give rise to any a claim under Environmental LawLaws. (b) Notwithstanding any other representations and warranties in this Agreement, the representations and warranties in this Section 3.20 are the only representations and warranties in this Agreement with respect to Environmental Laws or Materials of Environmental Concern. (c) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of following terms shall have the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.meanings assigned below:

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior has not been, and would not reasonably expected to the date of this Agreement and except for such matters whichbe, individually or in the aggregate, have not hadmaterial to the Acquired Companies, and are not reasonably likely to have taken as a Company Material Adverse Effectwhole: (i) the Company and each of its Subsidiaries the Acquired Companies is and has complied with, and is not been in violation of, any compliance with all applicable Environmental Laws (as defined and possesses and is and has been in Section 3.12(b)); compliance with all required Environmental Permits, (ii) there are no Environmental Claims pending or, to the properties currently Knowledge of the Company, threatened in writing against the Acquired Companies, (iii) to the Knowledge of the Company, none of the Acquired Companies or any of their predecessors has owned or operated any property or facility that is or has been contaminated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties Materials, or is liable for or caused any releases or threatened release of Hazardous Materials at any property currently or formerly owned or operated by the Company Acquired Companies or any of its Subsidiaries were not contaminated their predecessors, or at any offsite disposal location in connection with Hazardous Substances prior to the current or during past operations of the period of ownership Acquired Companies or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any noticetheir predecessors, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be which in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could each case would reasonably be expected to result in any claimsan Environmental Claim, liability(iv) to the Knowledge of the Company, obligations, investigations, costs or restrictions on the ownership, use or transfer there has been no exposure of any property Person to any Hazardous Material in connection with the current or former properties, operations and activities of the Company Acquired Companies, (v) none of the Acquired Companies has received any written claim or notice of violation from any Governmental Entity or any other Person alleging that any of its Subsidiaries the Acquired Companies is or has been in actual or potential violation of, or may otherwise be liable under, any Environmental Law, or regarding any Hazardous Materials, (vi) none of the Acquired Companies is a party or subject to any Order pursuant to Environmental Law, (vii) none of the Acquired Companies has assumed, agreed to be responsible for, undertaken, provided an indemnity with respect to or agreed to indemnify against, or otherwise become subject to, any Liability of any other Person relating to Environmental Law or Hazardous Materials and (viii) the Company has made available to Parent all environmental reports, audits, assessments (including Phase I or II environmental assessments) and other material environmental documents (including any documents pertaining to (A) any unresolved claims arising under or relating to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance Materials in, on, beneath or adjacent to any property or (C) noisethe Acquired Companies’ compliance with applicable Environmental Laws) relating to the Acquired Companies and any property owned, odorleased or occupied by each Acquired Company, wetlandsin each case in the possession, pollution, contamination custody or any injury or threat control of injury to persons or propertythe Acquired Companies.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement Filings and except for such as to matters whichthat would not reasonably be expected to have, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: , (i) the Company and each of its Subsidiaries has complied with(x) are in compliance with all applicable federal, state, local and is foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees and orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (z) have not in received written notice of any actual or threatened liability under or relating to, or any actual or potential violation of, any applicable Environmental Laws (as defined Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in Section 3.12(b)); any such notice, (ii) the properties currently owned there are no costs or operated by liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned (x) there is no proceeding that is pending, or operated by that is known to be contemplated, against the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or during the period of ownership or operation by more will be imposed, (y) the Company or any of its Subsidiaries; (iv) neither the Company nor and its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property not aware of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any noticefacts or issues regarding compliance with Environmental Laws, demand, letter, claim or request for information alleging that the Company liabilities or any of its Subsidiaries may be in violation of, liable under or have other obligations under any Environmental Law; (vii) neither Laws, including the Company nor any release of its Subsidiaries is subject to any ordershazardous or toxic substances or wastes, decreespollutants or contaminants, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions have a Material Adverse Effect on the ownershipcapital expenditures, use earnings or transfer competitive position of any property the Company and its Subsidiaries, and (z) none of the Company or any of its Subsidiaries pursuant anticipates material capital expenditures relating to compliance with any Environmental LawLaws. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) Each of MCBF and its Subsidiaries, the Company and each Participation Facilities, and, to the knowledge of its Subsidiaries has complied withMCBF, the Loan Properties are, and is not have been, in violation of, any applicable substantial compliance with all Environmental Laws (as defined in Section 3.12(b)); Laws. (ii) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to the properties currently owned knowledge of MCBF, threatened, before any court, governmental agency or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings board or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company forum against MCBF or any of its Subsidiaries were or any Participation Facility (A) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (B) relating to the presence of or release into the environment of any Hazardous Material, whether or not contaminated with Hazardous Substances prior to occurring at or during the period of ownership on a site owned, leased or operation operated by the Company MCBF or any of its Subsidiaries; Subsidiaries or any Participation Facility. (iviii) neither To the Company nor its Subsidiaries are subject knowledge of MCBF, there is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or threatened before any court, governmental agency or board or other forum relating to liability for or against any Hazardous Substance disposal Loan Property (or contamination on the property of any third party; (v) neither the Company nor MCBF or any of its Subsidiaries have released in respect of such Loan Property) (A) relating to alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (B) relating to the presence of or release into the environment of any Hazardous Substance to the environment; Material, whether or not occurring at a Loan Property. (viiv) neither the Company Neither MCBF nor any of its Subsidiaries has received any notice, demand, demand letter, claim executive or administrative order, directive or request for information alleging that the Company from any Governmental Entity or any of its Subsidiaries third party indicating that it may be in violation of, or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any ordersunder, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (bv) For purposes There are no underground storage tanks at any properties owned or operated by MCBF or any of this Agreement, "Environmental Law" means its Subsidiaries or any law, regulation, order, decree, permit, authorization, opinion, common law Participation Facility and no underground storage tanks have been closed or agency requirement removed from any properties owned or operated by MCBF or any of its Subsidiaries or any jurisdiction relating to: Participation Facility. (vi) During the period of (A) the protection, investigation MCBF’s or restoration its Subsidiary’s ownership or operation of the environment, human health and safety, any of their respective current properties or natural resources, (B) MCBF’s or its Subsidiary’s participation in the handlingmanagement of any Participation Facility, use, presence, disposal, release or threatened there has been no release of Hazardous Materials in, on, under or affecting such properties. To the knowledge of MCBF, prior to the period of (A) MCBF’s or its Subsidiary’s ownership or operation of any Hazardous Substance of their respective current properties or (CB) noiseMCBF’s or its Subsidiary’s participation in the management of any Participation Facility, odorthere was no contamination by or release of Hazardous Material in, wetlandson, pollution, contamination under or any injury or threat of injury to persons or propertyaffecting such properties.

Environmental Matters. (ai) Except as described in or referred to in the reports and other documents listed in §3(s) of the Disclosure Schedule or as otherwise disclosed in §3(s) of the Disclosure Schedule, each of the Company SEC Reports filed prior and its Subsidiaries is in material compliance with all applicable Environmental Laws. The Company and its Subsidiaries have obtained, and are in material compliance with, all material permits and authorizations required under applicable Environmental Laws. (ii) Except as described in or referred to in the date reports and other documents listed in §3(s) of this Agreement the Disclosure Schedule or as otherwise disclosed in §3(s) of the Disclosure Schedule, and except for such matters whichreleases as occur pursuant to environmental permits or as otherwise authorized by Environmental Laws, to the Knowledge of the Company: (A) there are and have been no material releases or threatened releases of Hazardous Substances at, on, or into any real property currently owned or leased by the Company or its Subsidiaries, and (B) there are and have been no material releases or threatened releases of Hazardous Substances at, on, or into any real property formerly owned or leased, by the Company or its Subsidiaries that could, in either (A) or (B), be reasonably expected to result in liability, expense or obligation of the Company or its Subsidiaries of $5.0 million or more, individually or in the aggregate, have not hadunder any Environmental Law. (iii) Except as described in or referred to in the reports and other documents listed in §3(s) of the Disclosure Schedule or as otherwise disclosed in §3(s) of the Disclosure Schedule, and are not reasonably likely to have a Company Material Adverse Effect: (i) none of the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior is a party, whether as a direct signatory or as successor, assign or, to or during the period Knowledge of ownership or operation by the Company, otherwise bound, to any agreement under which the Company or its Subsidiaries is obligated by any representation, warranty, indemnification, covenant, restriction or other undertaking concerning compliance with Environmental Laws that could be reasonably expected to result in material liability, expense or obligation of the Company or its Subsidiaries; . (iv) neither Except as described in or referred to in the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal reports and other documents listed in §3(s) of the Disclosure Schedule or contamination on as otherwise disclosed in §3(s) of the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) Disclosure Schedule, neither the Company nor any of its Subsidiaries has received from any noticegovernmental authority or other party any written notice of violation or alleged violation of, demandnon-compliance with, letterliability or potential liability under Environmental Laws, claim other than notices in respect of violations, non-compliance or request liability that would not be reasonably expected to have a Material Adverse Effect. (v) The Company and its Subsidiaries have not owned or operated at any property or facility except those set forth or referenced on §3(s) of the Disclosure Schedule; provided, that the Company makes no representation or warranty under this clause (v) with regard to any property or facility prior to its acquisition by the Company or its Subsidiaries or with respect to any property or facility owned by a Subsidiary prior to the acquisition of such Subsidiary by the Company or its Subsidiaries. (vi) Except as described in or referred to in the reports and other documents listed in §3(s) of the Disclosure Schedule or as otherwise disclosed in §3(s) of the Disclosure Schedule, no judicial proceeding or governmental or administrative action is pending or, to the Knowledge of the Company, threatened, under any Environmental Law pursuant to which the Company or any of its Subsidiaries is or is reasonably expected to be named as a party and which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect. (vii) Except as described in or referred to in the reports and other documents listed in §3(s) of the Disclosure Schedule or as otherwise disclosed in §3(s) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has entered into any agreement with any party or is subject to any order or decree from any governmental authority pursuant to which the Company or any of its Subsidiaries has assumed responsibility for information alleging the remediation of any condition resulting from the release, treatment, storage or disposal of Hazardous Substances, except for any such agreements, orders or decree that has been fully satisfied, discharged, or otherwise terminated and no longer poses a material threat of liability, expense or obligation to the Company and its Subsidiaries or the performance of which would not be reasonably expected to result in a Material Adverse Effect. (viii) The Company has provided or made available to Buyer or its representatives copies of all (i) material notices, demands, claims or actions against the Company or the Subsidiaries pursuant to any Environmental Law and (ii) material reports and documentation, in each case issued in the past three years and within the Company’s or any of its Subsidiaries possession, related to all material investigations, audits or assessments of environmental conditions at any property or facility that the Company or any of its Subsidiaries may be in violation of, liable under owns or have obligations under any Environmental Law; (vii) neither operates or the Company nor Company’s or any of its Subsidiaries is subject Subsidiaries’ compliance with Environmental Law. (ix) Except as described in or referred to any ordersin the reports and other documents listed in §3(s) of the Disclosure Schedule or as otherwise disclosed in §3(s) of the Disclosure Schedule, decreesto the Knowledge of the Company, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving Asbestos-Containing Materials contained in the Company’s products. There is no pending or, to the Company’s Knowledge, threatened claim against the Company or any of its Subsidiaries that could reasonably be expected involving, relating to, or arising out of Asbestos or any Asbestos-Containing Material or the exposure to result in any claims, liability, obligations, investigations, costs or restrictions on release thereof. (x) This §3(s) contains the ownership, use or transfer of any property sole and exclusive representations and warranties of the Company or any of its Subsidiaries pursuant and the Sellers with respect to any environmental matters (with respect to the Company and its Subsidiaries), including, without limitation, any arising under any Environmental LawRequirements or relating to Hazardous Substances. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are would not reasonably likely be expected to have a Company Material Adverse Effect: Effect or would not otherwise require disclosure pursuant to the Securities Exchange Act, or are listed in ss.3(r) of the Company Disclosure Letter or described in Company Reports filed prior to the date hereof, (i) each of the Company and each of its Subsidiaries has complied with, and is not in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b)below); (ii) the properties currently owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)below); (iii) the properties formerly owned or operated by neither the Company or nor any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (viv) neither the Company nor any of or its Subsidiaries have released has had any release or threat of release of any Hazardous Substance to the environmentSubstance; (viv) neither the Company nor any of its Subsidiaries has received any notice, demand, threat, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); (viivi) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity governmental or regulatory authority of competent jurisdiction or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could would reasonably be expected to result in any claims, liability, obligationsliabilities, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) Except for those matters set forth on Schedule 3.3(q) of the Company Disclosure Schedule: (A) PlasChem and each of its Subsidiaries has complied withoperations and the PlasChem Real Property are, and is not since November 1, 2012 have been, in violation ofcompliance in all material respects with all applicable Environmental Laws, any which compliance includes and has included obtaining, maintaining and complying in all material respects with all permits required under applicable Environmental Laws for the operation of its business or the occupancy of its real property; (B) PlasChem is not subject to any unresolved or pending or, to the Company’s knowledge, threatened claims, actions, suits, investigations, inquiries, judgments, decrees, injunctions, orders or proceedings arising under or related to Environmental Laws including with respect to exposure of any Person to Hazardous Materials; (C) PlasChem has not received any written notice asserting an alleged material violation of or material liability or obligation under any Environmental Laws; (D) PlasChem is not subject to and knows of no basis for any obligation to remediate, or liabilities with respect to, Hazardous Materials contamination at any site, property or facility (including the PlasChem Real Property) pursuant to Environmental Laws; (E) Except with respect to the master services agreements entered into by the environmental services business in the ordinary course of business, PlasChem has not assumed, provided an indemnity with respect to or otherwise become subject to, any material liability of any other Person relating to Environmental Laws; and (F) PlasChem has not designed, manufactured, sold, marketed, installed, repaired or distributed products or other items containing asbestos so as defined in Section 3.12(b)); to give rise to any liabilities pursuant to Environmental Laws. (ii) The Company has made available to Parent copies of all material environmental, occupational health and safety audits, reports and assessments, and other documents materially bearing on environmental, occupational health or safety liabilities, relating to the business or properties currently owned of PlasChem that are in its possession or operated by the Company and under its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); reasonable control. (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated Except with Hazardous Substances prior respect to or during the period of ownership or operation by the Company or any of its Subsidiaries; (ivSections 3.3(d), 3.3(e), 3.3(f) and this Section 3.3(q), neither the Company nor its Subsidiaries are subject make any representation or warranty regarding the compliance or failure to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any noticecomply with, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation ofactual or contingent liability under, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed Each Acquired Company is and has been in compliance in all material respects with all applicable Environmental Laws and no current lessee of any property leased, owned or controlled by the Acquired Companies has received any written notice from a Governmental Body that alleges that such current lessee of any Acquired Company SEC Reports filed prior has been in violation of or is subject to liability under, in any material respect, any Environmental Law. Neither the date of this Agreement and except for such matters whichCompany, individually or in the aggregatenor any other Acquired Company, have not had, and are not reasonably likely to have has received any written notice from a Governmental Body that alleges that any Acquired Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not been in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is subject to liability for under, in any Hazardous Substance disposal or contamination material respect, any Environmental Law. Except set forth on Part 3.18(a) of the property of any third party; (v) Company Disclosure Schedule, neither the Company nor any other Acquired Company has installed or used any of the following in connection with its Subsidiaries have released business and none of the following is present at the Leased Real Property: (i) underground or aboveground storage tanks; (ii) any landfill, wastewater impoundment or other unit for the treatment, storage or disposal of Hazardous Substance to the environmentMaterials; (iii) filled wetlands; (iv) polychlorinated biphenyls; (v) toxic mold; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim lead-based paint; or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither asbestos-containing materials. There has not been any Release of Hazardous Materials at, on, under or from the Company nor Leased Real Property. The Acquired Companies have not disposed of or recycled, or arranged for the disposal or recycling of any Hazardous Material at any third party property that is reasonably likely to result in material liability to the Acquired Companies. None of its Subsidiaries the Acquired Companies is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party Body relating to liability or obligations under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes The Acquired Companies have delivered to Parent or Parent’s Representatives prior to the date of this AgreementAgreement copies of all environmental assessments, "reports, studies, memoranda, sampling data, audits and all material documents in their possession that relate to their compliance with, or liability under, Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law Laws or agency requirement the environmental condition of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyLeased Real Property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are may not reasonably likely be expected to have a Company Material Adverse Effect: : (i) the Company and each of its Subsidiaries has have at all times complied with, and is not currently in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); Laws; (ii) the Company and each of its Subsidiaries have all permits, licenses and approvals required under Environmental Laws to operate and conduct their respective businesses as currently operated and conducted; (iii) there is no Contamination of or at the properties currently owned leased or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures); (iv) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) there was no Contamination of or at the properties formerly owned leased or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership time such properties were leased or operation operated by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; ; (v) neither the Company nor any of its Subsidiaries have released are subject to liability for a Release of any Hazardous Substance or Contamination on the property of any third party; (vi) neither the Company nor any of its Subsidiaries has Released any Hazardous Substance to the environment; ; (vivii) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information information, nor is the Company or any of its Subsidiaries aware of any pending or threatened notice, demand, letter, claim or request for information, alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; ; (viiviii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability or obligation under any Environmental Law or relating to Hazardous Substances; and ; (viiiix) to the Company’s knowledge, there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law; (x) none of the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries is listed in the National Priorities List or any other list, schedule, log, inventory or record maintained by any federal, state or local governmental agency with respect to sites from which there is or has been a Release of any Hazardous Substance or any Contamination; (xi) none of the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries is used, nor to the Company’s knowledge was ever used, (A) as a landfill, dump or other disposal, storage, transfer or handling area for Hazardous Substances, excepting, however, for the routine storage and use of Hazardous Substances from time to time in the Ordinary Course of Business, in compliance with Environmental Laws and in compliance with good commercial practice; (B) for industrial, military or manufacturing purposes; or (C) as a gasoline service station or a facility for selling, dispensing, storing, transferring or handling petroleum and/or petroleum products; (xii) to the Company’s knowledge, there are no underground or above ground storage tanks (whether or not currently in use), urea-formaldehyde materials, asbestos, asbestos containing materials, polychlorinated biphenyls (PCBs) or nuclear fuels or wastes, located on or under any of the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries, and no underground tank previously located on these properties has been removed therefrom; and (xiii) there are no liens against any of the properties currently owned, leased or operated by the Company or any of its Subsidiaries arising under any Environmental Law. (b) For purposes of this Agreement, "“Environmental Law" ” means any law, national or local statute, regulation, order, decree, permit, authorization, directive, opinion, subordinate legislation, common law or agency requirement requirement, mandatory codes, regulations, decrees, injunctions, judgments and notices issued, promulgated or approved thereunder (and all judicial and administrative interpretation of the foregoing) of any jurisdiction relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (Bii) the handling, use, storage, treatment, manufacture, transportation, presence, disposal, release or threatened release of any Hazardous Substance or (Ciii) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons Persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior Disclosure --------------------- Letter and except to the date of this Agreement and except for such matters which, individually or in extent that the aggregate, have not had, and are Company's noncompliance with the following would not reasonably be likely to have a material adverse effect on the on the financial condition, properties, business or results of operations of the Company Material Adverse Effectand its subsidiaries taken as a whole: (i) the Company and each of its Subsidiaries has subsidiaries have complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the all properties currently owned or operated by the Company and its Subsidiaries or any subsidiary (including soils, groundwater, surface water, buildings or other structures) are have not been contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iii) the any properties formerly owned or operated by the Company or any of its Subsidiaries subsidiaries were not contaminated with Hazardous Substances on or prior to or during the such period of ownership or operation by the Company or any of its Subsidiariesoperation; (iv) neither the Company nor its Subsidiaries are any subsidiary is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any subsidiary is subject to liability for any release or threat of its Subsidiaries have released release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of its Subsidiaries subsidiary has received any notice, demand, letter, claim or request for information alleging indicating that the Company or any of its Subsidiaries it may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries subsidiary is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity governmental entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous SubstancesLaw; and (viii) none of the properties of the Company or any subsidiary contain any underground storage tanks, asbestos-containing material, silica, lead products, or polychlorinated biphenyls; (ix) there are no other circumstances or conditions involving the Company or any of its Subsidiaries subsidiary that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. ; and (bx) For purposes the Company has delivered or made available to Purchaser copies of this Agreementall environmental reports, studies, assessments, sampling data and all other information in its possession relating to asbestos and silica liability and claims including without limitation product and sales information, filing rates, settlements, projected claims, legal advice, reserves, insurance and the use and disposal of asbestos containing material and silica. As used herein, the term "Environmental Law" means any federal, state ----------------- or local law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and health, safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or Substance, (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.property or (D) standards of conduct concerning protection of human health (including, without limitation, employee health and safety), in each case as amended and as now or hereafter in effect, and the term

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior has not had and would not reasonably be expected to the date of this Agreement and except for such matters whichhave, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: : (ia) the The Company and each of its Subsidiaries has complied with, and Company Subsidiary (A) is not in violation of, any compliance with all applicable Environmental Laws Laws, (as defined B) holds or has applied for all Environmental Permits necessary to conduct their current operations and (C) is in Section 3.12(b)); compliance with their respective Environmental Permits. (iib) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither Neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries Subsidiary has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries Company Subsidiary may be in violation of, or liable under or have obligations under under, any Environmental Law; . (viic) neither Neither the Company nor any of its Subsidiaries is subject Company Subsidiary (A) has entered into or agreed to any orders, decrees, injunctions consent decree or other arrangements with any Governmental Entity order or is subject to any indemnity judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Substances and, to the Knowledge of the Company, no investigation, litigation or other agreement proceeding is pending or threatened in writing with respect thereto, or (B) is an indemnitor in connection with any third claim threatened or asserted in writing by any third-party relating to indemnitee for any liability under any Environmental Law or relating to any Hazardous Substances; and . (viiid) there are no circumstances or conditions involving None of the real property leased by the Company or any Company Subsidiary is listed or, to the Knowledge of its Subsidiaries that could reasonably be expected to result in any claimsthe Company, liability, obligations, investigations, costs or restrictions proposed for listing on the ownership“National Priorities List” under the Comprehensive Environmental Response, use Compensation and Liability Act of 1980, as amended as of the date hereof, or transfer any similar state or foreign list of any property of sites requiring investigation or cleanup. (e) There is no site to which the Company or any Company Subsidiary has transported or arranged for the transport of its Subsidiaries pursuant Hazardous Substances which, to any Environmental Law. (b) For purposes the Knowledge of this Agreementthe Company, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law is or agency requirement may become the subject of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyenvironmental action.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: Effect on U S WEST, or would not otherwise require disclosure pursuant to the Securities Act, or are listed on Schedule 4.13 hereto, (i) the Company and each of U S WEST and its Subsidiaries has complied with, and is not in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and it or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substances; (iii) Hazardous Substances were not present, disposed, released or otherwise deposited on, under, at or from the properties formerly owned or operated by the Company it or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company it or any of its Subsidiaries; (iv) neither the Company it nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company it nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company it nor any of its Subsidiaries has received any notice, demand, threat, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); (vii) neither the Company it nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or Regulatory Authority or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company it or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, have been and is not are in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly no property owned or operated by the Company or any of its Subsidiaries were not has been contaminated with any Hazardous Substances prior Substance (as defined below) in a manner that could be expected to require remediation or during the period of ownership or operation by other action pursuant to any Environmental Law; (iii) neither the Company or nor any of its SubsidiariesSubsidiaries is liable for any Hazardous Substance disposal or contamination on any third-party property; (iv) neither the Company nor any of its Subsidiaries are is the subject to liability for any Hazardous Substance disposal or contamination on the property of any third partypending or, to the knowledge of the Company, threatened investigation relating to any Environmental Law; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decrees, injunctions decree or other arrangements injunction with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) to the knowledge of the Company there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs claim or restrictions on the ownership, use liability pursuant to any Environmental Law excluding claims or transfer liabilities arising out of or pursuant to any property policies of insurance written or issued by the Company or any of its Subsidiaries pursuant to any Environmental Law. Subsidiaries; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Aviii) the protection, investigation Company has made available to Parent copies of all material environmental reports and assessments relating to the Company or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyits Subsidiaries.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for any such matters whichmatter that would not, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (ia) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (iib) no property currently or, to the properties currently Knowledge of the Company, formerly owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other and surface and subsurface structures) are not is contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substance which could reasonably be expected to require remediation or other action pursuant to any Environmental Law; (iiic) to the properties formerly owned or operated by Knowledge of the Company, neither the Company or nor any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vid) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viie) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction, settlement or other arrangements agreement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability liabilities or obligations under any Environmental Law or relating Law; (f) to Hazardous Substances; and (viii) the Knowledge of the Company, there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property pursuant to any Environmental Law; and (g) none of the Company or any of its Subsidiaries pursuant to has expressly assumed or retained any liabilities of any other Person in respect of any Environmental Law. (b) For purposes Laws, including in any acquisition or divestiture of any property or business. The Company has made available to Parent, prior to the date of this Agreement, "Environmental Law" means any lawcorrect and complete copies of all material environmental reports, regulationstudies, orderassessments, decree, permit, authorization, opinion, common law sampling data and other material environmental information accessible or agency requirement of any jurisdiction controlled by the Company relating to: (A) the protection, investigation to Company or restoration of the environment, human health its Subsidiaries or their respective current and safety, former properties or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyoperations.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichas, individually or in the aggregate, have not had, and are would not reasonably likely be expected to have a Company CCIT III Material Adverse Effect: (ia) no written notification, demand, request for information, citation, summons, notice of violation or order has been received, no complaint has been filed, no penalty has been assessed and no investigation, action, suit or proceeding is pending or, to the Company and Knowledge of CCIT III, is threatened, in each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company case relating to CCIT III or any of its the CCIT III Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any noticetheir respective properties, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party and relating to liability under or arising out of any Environmental Law or relating Hazardous Substance; (b) CCIT III and the CCIT III Subsidiaries are, and for the past year, have been, in compliance with all Environmental Laws and all applicable Environmental Permits; (c) CCIT III and each of the CCIT III Subsidiaries is in possession of all Environmental Permits necessary for CCIT III and each CCIT III Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof, and all such Environmental Permits are valid and in full force and effect; (d) any and all Hazardous SubstancesSubstances disposed of by CCIT III and each CCIT III Subsidiary since January 1, 2015 were disposed in accordance with all applicable Environmental Laws and Environmental Permits; (e) CCIT III and the CCIT III Subsidiaries are not subject to any Order, determination or award by any Governmental Authority pursuant to any Environmental Laws, any Environmental Permit or with respect to any Hazardous Substance; and (viiif) there are no circumstances liabilities or conditions involving the Company obligations of CCIT III or any of its the CCIT III Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance, and there is no condition, situation or set of circumstances that could would reasonably be expected to result in any claims, liability, obligations, investigations, costs such liability or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Lawobligation. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement Schedule 2.16 and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)below); (ii) there is no Hazardous Substance (as defined below) present on any of the properties currently owned or operated by the Company; (iii) there has been no release, discharge or disposal of Hazardous Substance by the Company on or from any of the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, air, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iiiiv) during the periods that they were owned or operated by the Company , there was no Hazardous Substance present on any of the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or Company; (v) during the period periods that they were owned or operated by the Company, there was no release, discharge or disposal of ownership or operation Hazardous Substance by the Company or or, to the Company’s knowledge, by any other Person on any of its Subsidiariesthe properties formerly owned or operated by the Company; (ivvi) neither the Company nor its Subsidiaries are is not subject to liability for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the property atmosphere or water); (vii) the Company has not been associated with any release or threat of release of any third partyHazardous Substance; (vviii) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has not received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; and (viiix) neither the Company nor any of its Subsidiaries is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of As used in this Agreement, "the term “Environmental Law" ” means any presently enacted federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, ; (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat would not, individually or in the aggregate, have not had, and are not be reasonably likely expected to have a Company Material Adverse Effect: (i) the Company and each of its the Company Subsidiaries has have at all times complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties no property currently owned or operated by the Company and its or any of the Company Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances (as defined Substance requiring remediation or that could otherwise result in Section 3.12(c))liability to the Company or any Company Subsidiary pursuant to any Environmental Law; (iii) the properties no property formerly owned or operated by the Company or any of its the Company Subsidiaries were not was contaminated with any Hazardous Substances prior Substance requiring remediation or that could otherwise result in liability to the Company or any Company Subsidiary pursuant to any Environmental Law during the such period of ownership or operation by the Company or any of its Subsidiariesoperation; (iv) neither the Company nor its any of the Company Subsidiaries are subject to has any liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its the Company Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viivi) neither the Company nor any of its the Company Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements agreement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; (vii) there are no legal, administrative, arbitral or other proceedings, claims or actions arising under any applicable Law as in effect on the date of this Agreement related to the protection of human health or the environment (each, an “Environmental Claim”) that (A) as of the date of this Agreement are pending before any Governmental Entity or, to the Company’s Knowledge, threatened in writing against the Company or any of the Company Subsidiaries and (B) seek to impose, or are reasonably expected to result in the imposition on the Company or any of the Company Subsidiaries of, any liability or obligation and there is no reasonable basis for any Environmental Claim that would impose any such liability or obligation; (viii) there are no other circumstances or conditions involving the Company or any of its the Company Subsidiaries that could be reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions on restriction regarding the ownership, use or transfer of any property owned or operated by the Company pursuant to any Environmental Law; and (ix) the Company has made available to Parent prior to the date of this Agreement copies of all environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to the Company or any of its the Company Subsidiaries pursuant to any Environmental Lawor their respective current and former properties or operations. (b) For purposes of As used in this Agreement, "“Environmental Law" ” means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction Law relating to: (A) the protection, investigation or restoration protection of the environment, human or health and safety, or natural resourcessafety as it relates to the environment, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, indoor air, employee exposure, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyproperty relating to any Hazardous Substance.

Environmental Matters. (a) Except as disclosed in Section 3.10 of the Company SEC Reports filed prior to the date of this Agreement Disclosure Schedule and except for such matters whichthat, individually alone or in the aggregate, have not had, and are not reasonably likely to have a Company an FEI Material Adverse EffectEffect and except with respect to any portion of the FEI Business conducted on properties owned by Philips or its Affiliates, excluding FEI and its Subsidiaries: (i) to the Company Knowledge of FEI, FEI and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) to the Knowledge of FEI, the properties currently owned or operated by the Company and its Subsidiaries FEI (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c))requiring remediation under applicable Environmental Laws; (iii) to the Knowledge of FEI, the properties formerly owned or operated by the Company FEI or any of its Subsidiaries (or former subsidiaries) were not contaminated with Hazardous Substances prior to or by FEI during the period of ownership or operation by the Company FEI or any of its SubsidiariesSubsidiaries (or former subsidiaries) requiring remediation under applicable Environmental Laws; (iv) to the Knowledge of FEI, neither the Company FEI nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company FEI nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company FEI or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (viivi) neither the Company FEI nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) to the Knowledge of FEI, there are no circumstances or conditions involving the Company FEI or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries FEI pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (ai) Except as disclosed set forth in Section 3.3.(s) of the Company SEC Reports filed prior Disclosure Letter, with respect to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries: (A) Each of the Company and its Subsidiaries has complied withand, to the best knowledge of the Company, the Participation Facilities (as defined below), to the extent of the Company's or any of its Subsidiaries' direct management of such Participation Facility, are, and is not have been, in violation of, any applicable substantial compliance with all Environmental Laws (as defined in Section 3.12(bbelow); (B) There is no suit, claim, action, demand, executive or administrative order, directive or proceeding pending or, to the best knowledge of the Company, threatened, before any court, governmental agency or board or other forum against it or any of its Subsidiaries or, to the best knowledge of the Company, any Participation Facility relating to the Company's or any of its Subsidiaries' direct management of such Participation Facility (x) for alleged noncompliance with, or liability under, any Environmental Law or (y) relating to the presence of or release into the environment of any Hazardous Material (as defined below); , whether or not occurring at or on a site owned, leased or operated by it or any of its Subsidiaries; (iiC) To the best knowledge of the Company, the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries (including, without limitation, soil, groundwater or surface water on or under the properties, and buildings thereon) are not and were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination Material (as defined below) that would reasonably be expected to give rise to a Material Adverse Effect on the property Company; (D) None of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor it or any of its Subsidiaries has received any notice, demand, demand letter, claim executive or administrative order, directive or request for information alleging that the Company from any Federal, state, local or foreign Governmental Entity or any of its Subsidiaries third party indicating that it may be in violation of, or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (bii) For The following definitions apply for purposes of this AgreementSection 3.3(s): (x) "Participation Facility" means any facility in which the applicable party (or a Subsidiary of it) participates in the management (including all property held as trustee or in any other fiduciary capacity) and, where required by the context, includes the owner or operator of such property; (y) "Environmental Law" means (i) any federal, state or local law, statute, ordinance, rule, regulation, ordercode, decreelicense, permit, authorization, opinionapproval, common law consent, order, directive, executive or agency administrative order, judgment, decree, injunction, requirement of or agreement with any jurisdiction relating to: Governmental Entity, (A) relating to the protection, investigation preservation or restoration of the environmentenvironment (which includes, without limitation, air, water vapor, surface water, groundwater, drinking water supply, structures, soil, surface land, subsurface land, plant and animal life or any other natural resource), or to human health and or safety, or natural resources, (B) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, uselabeling, presence, disposalproduction, release or threatened release disposal of, Hazardous Materials, in each case as amended. The term "Environmental Law" includes, without limitation, the federal Comprehensive Environmental Response, Compensation and Liability Act of any 1980, the Superfund Amendments and Reauthorization Act of 1986, the federal Water Pollution Control Act of 1972, the federal Clean Air Act, the federal Clean Water Act, the federal Resource Conservation and Recovery Act of 1976 (including the Hazardous Substance or and Solid Waste Disposal Amendments thereto), the federal Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Federal Occupational Safety and Health Act of 1970, the Federal Hazardous Materials Transportation Act (C) noiseincluding, odorwithout limitation, wetlandsinjunctive relief and tort doctrines such as negligence, pollution, contamination or any injury or threat of injury to persons or property.nuisance,

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have would not had, and are not be reasonably likely to have a Company Material Adverse Effectmaterial adverse effect change in the business, operations, properties, prospects, assets, or condition of the Issuer: (i) the Company and each of its Subsidiaries to Issuer’s knowledge, Issuer has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b4.8(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soilsto Issuer’s knowledge, groundwater, surface water, buildings or other structures) are Issuer is not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property any third party property; (iii) to Issuer’s knowledge, Issuer has not been associated with any release or threat of release of any third partyHazardous Substance; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries Issuer has not received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries Issuer may be in violation of, of or liable under or have obligations under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries Issuer is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity governmental entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no circumstances or conditions involving the Company or any of its Subsidiaries Issuer that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries Issuer pursuant to any Environmental Law. (b) For purposes of this Agreement, "the term “Environmental Law" ” means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichwould not, individually or in the aggregate, have not hadreasonably be expected to be material to the Company and its Subsidiaries, and are not reasonably likely to have taken as a Company Material Adverse Effectwhole: (ia) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (iib) the properties no property currently or formerly owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other and surface and subsurface structures) are not is contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substance which would reasonably be expected to require remediation or other action pursuant to any Environmental Law; (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (vc) neither the Company nor any of its Subsidiaries have released is liable for any Hazardous Substance to the environmentdisposal or contamination on any third party property; (vid) neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viie) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction, settlement or other arrangements agreement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability liabilities or obligations under any Environmental Law or relating Law; (f) to Hazardous Substances; and (viii) the Knowledge of the Company, there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. ; and (bg) For purposes the Company has delivered to Parent, prior to the date of this Agreement, "Environmental Law" means any lawcorrect and complete copies of all final environmental reports, regulationstudies, orderassessments, decree, permit, authorization, opinion, common law sampling data and other environmental information accessible or agency requirement of any jurisdiction controlled by the Company relating to: (A) the protection, investigation to Company or restoration of the environment, human health its Subsidiaries or their respective current and safety, former properties or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyoperations.

Environmental Matters. (a) Except as disclosed in To the Company SEC Reports filed prior to the date of this Agreement and Company’s knowledge, except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement: (i) the Company and each of its Subsidiaries has have complied with, at all times and is not are in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries no real property (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties currently or formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by (including any property in which the Company or any of its SubsidiariesSubsidiaries holds or has held a fiduciary or management role, a “Company Loan Property”), is or has been contaminated with, or has or has had any release of, any Hazardous Substance at any time; (iii) neither the Company nor any of its Subsidiaries could be deemed the owner or operator under any Environmental Law of any Company Loan Property which is or has been contaminated with, or has or has had any release of, any Hazardous Substance; (iv) neither the Company nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under liability under, any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements agreement with any Governmental Entity Authority or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to any Hazardous SubstancesSubstance; and (viii) to the Company’s knowledge, there are no circumstances or conditions (including the presence of asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving the Company Company, any Subsidiary of the Company, any currently or formerly owned or operated property, or any of its Subsidiaries Company Loan Property, that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigationscost or restriction against the Company, costs or restrictions result in any restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement adversely affect the value of any jurisdiction relating to: currently owned property or Company Loan Property and (Aix) the protectionCompany has made available to Parent copies of all environmental reports, investigation studies, sampling data, correspondence, filings and other environmental information in its possession or restoration reasonably available to it relating to the Company, any of the environment, human health its Subsidiaries and safety, any currently or natural resources, (B) the handling, use, presence, disposal, release formerly owned or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination operated property or any injury or threat of injury to persons or propertyCompany Loan Property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: : (i) neither the Company and each of nor its Subsidiaries has complied with, and received any written notice alleging any of them is not in violation of, any compliance in all material respects with applicable Environmental Laws (as defined in Section 3.12(b)); Laws; (ii) to the Company’s Knowledge, the properties currently owned owned, leased or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); an amount or concentration that would give rise to the imposition of material liability on the Company or any of its Subsidiaries or to an obligation on the part of the Company or any of its Subsidiaries to act or disclose that condition under any Environmental Law; (iii) to the Company’s Knowledge, the properties formerly owned owned, leased or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior in an amount or concentration that would give rise to the imposition of material liability on the Company or any of its Subsidiaries or to an obligation on the part of the Company or any of its Subsidiaries to act or disclose that condition under any Environmental Law during the period of ownership or operation by the Company or any of its Subsidiaries; ; (iv) neither the Company nor any of its Subsidiaries are has received any written notice that it is subject to liability for any Hazardous Substance disposal disposal, release or contamination in violation of any Environmental Law on the property of any third party; ; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance into the environment except (A) in compliance with Environmental Law and (B) in an amount or concentration that would not be expected to the environment; give rise to a liability or obligation under any Environmental Law; (vi) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; Law that remains outstanding or unresolved; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, decrees or injunctions or other arrangements with by any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to addressing liability under any Environmental Law or relating to Hazardous SubstancesLaw; and and (viii) there are no circumstances or conditions involving the Company has provided to the Parent copies of all environmental reports, assessments, audits and investigations and other material written environmental information in the Company’s possession, custody or any of control relating to the Company, its Subsidiaries that could reasonably be expected to result in any claimsand the properties currently or formerly owned, liability, obligations, investigations, costs leased or restrictions on the ownership, use or transfer of any property of operated by the Company or any of and its Subsidiaries pursuant to any Environmental LawSubsidiaries. (b) For purposes of this Agreement, "the term “Environmental Law" ” means any law, including the common law, regulation, order, decree, permitcode, authorizationordinance, opinion, common law rule or agency permit requirement of any governmental jurisdiction relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (Bii) the handling, use, presencestorage, treatment, transport, disposal, release or threatened release of any Hazardous Substance or (Ciii) noise, odor, wetlands, pollution, contamination odor or any injury or threat of injury to persons or propertywetlands protection.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed with the SEC prior to the date of this Agreement and except for such matters whichhereof or as would not be, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has subsidiaries have complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) to the properties knowledge of the Executive Officers, no property currently or formerly owned or operated by the Company and or any of its Subsidiaries subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not has been contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substance; (iii) the properties formerly owned or operated by neither the Company or nor any of its Subsidiaries were not contaminated with subsidiaries is subject to any liability for Hazardous Substances prior to Substance disposal or during the period of ownership or operation by the Company or contamination on any of its Subsidiariesthird party property; (iv) neither the Company nor any of its Subsidiaries are subsidiaries is subject to liability for any Hazardous Substance disposal release or contamination on the property threat of release of any third partyHazardous Substance; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries it may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law Law; (vii) to the knowledge of the Executive Officers, none of the properties of the Company or relating to Hazardous Substancesany of its subsidiaries contain any underground storage tanks, asbestos-containing material, lead products, or polychlorinated biphenyls; and (viii) there are no other circumstances or conditions involving the Company or any of its Subsidiaries subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property in connection with any Environmental Law; and (ix) the Company has delivered to Purchaser copies of all environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination subsidiaries or any injury of their current or threat of injury to persons former properties or propertyoperations.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are would not reasonably likely be expected to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties no property currently owned owned, leased or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substance; (iii) the properties no property formerly owned owned, leased or operated by the Company or any of its Subsidiaries were not was contaminated with any Hazardous Substances Substance during or prior to or during the such period of ownership or operation by the Company or any of its Subsidiariesoperation; (iv) neither the Company nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. ; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Aix) the protectionCompany has delivered to Parent copies of all environmental reports, investigation studies, assessments, sampling data and other environmental information in its possession relating to Company or restoration of the environment, human health its Subsidiaries or their respective current and safety, former properties or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyoperations.

Environmental Matters. (a) Except Each of the Midstream Entities and its assets, real properties and operations are in material compliance with all Environmental Law and Environmental Permits, and have all Environmental Permits necessary for its operations as disclosed currently conducted, except those that would not be material to the Midstream Business, taken as a whole; (b) As of the date hereof and during the three-year period preceding the date of this Agreement, none of the Midstream Entities has received any written notice that remains pending or unresolved from any Governmental Authority alleging, with respect to any such Midstream Entity, the violation of or liability under any Environmental Law (including liability as a potentially responsible party under CERCLA or any analogous state laws) or any Environmental Permit; (c) There are no actions, suits, proceedings (including civil, administrative and dispute resolution proceedings), claims, government investigations, orders, decrees or judgments pending or in effect, or, to the Knowledge of Contributor, threatened by a Governmental Authority against any of the Midstream Entities which allege a violation of or any material liability under any Environmental Law; (d) As of the date hereof and during the three-year period preceding the date of this Agreement, there has been no Release of any Hazardous Material by the Midstream Entities at, on, under or from any real properties as a result of the operations of the Midstream Entities that has not been remediated as required by any Environmental Law or Environmental Permit or otherwise adequately reserved for in the Company SEC Reports filed Contributor Financial Statements, except as would not be material to the Midstream Business, taken as a whole; (e) This Section 3.11 constitutes the sole and exclusive representation and warranty of Contributor with respect to Environmental Permits, Hazardous Materials and Environmental Law; and (f) Contributor has provided to Acquirer, prior to the date hereof, with the opportunity to review any written report within its or the Midstream Entities’ custody or control prepared during the three-year period preceding the date of this Agreement and except for such matters which, individually to document the results of a completed environmental audit or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each investigation of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property operations of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental LawMidstream Entity. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed with or furnished to the SEC prior to the date of this Agreement hereof and except for such matters whichthat, individually or in the aggregate, have would not had, and are not be reasonably likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Arrangement: (i) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties no property currently owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances Substance (as defined in Section 3.12(c6.10))) which could reasonably be expected to require remediation pursuant to any Environmental Law; (iii) the properties no property formerly owned or operated by the Company or any of its Subsidiaries were not was contaminated with any Hazardous Substances Substance during or prior to or during the such period of ownership or operation by the Company or which contamination could reasonably be expected to require remediation pursuant to any of its SubsidiariesEnvironmental Law; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released is liable for any Hazardous Substance to the environmentdisposal or contamination on any third party property; (viv) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions or other arrangements with any Governmental Entity or is subject to any injunction, indemnity or other agreement with any Governmental Entity or third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. ; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Aviii) the protectionCompany has made available to Parent copies of all material environmental reports, investigation studies, assessments, sampling data and other environmental documents in its possession relating to Company or restoration of the environment, human health its Subsidiaries or their respective current and safety, former properties or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyoperations.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are would not reasonably likely be expected to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has have at all times since the Applicable Date complied with, and is not in violation of, any all material respects with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and its Subsidiaries no property (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties currently or formerly owned or owned, operated by the Company or any of its Subsidiaries were not has been contaminated since the Applicable Date with any Hazardous Substances prior Substance in a manner that would reasonably be expected to or during the period of ownership or operation by the Company or any of its Subsidiariesresult in material liability other than at sites for which existing reserves and/or indemnification will fully address all future costs; (iviii) neither the Company nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property other than at sites for which existing reserves and/or indemnification recoveries will cover all future costs; (viv) neither since the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) Applicable Date, neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be is in violation of, liable under of or have obligations subject to liability under any Environmental Law; and (viiv) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity obligation or other agreement with any third party relating to liability under any Environmental Law or obligations relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as otherwise disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually Annual Report or in the aggregate, have Private Placement Memorandum or as would not had, and are not be reasonably likely to have a Company Material Adverse Effect: (i) to the Company and each of its Subsidiaries Issuer’s knowledge, the Issuer has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b4.8(b)); (ii) to the properties currently owned or operated by Issuer’s knowledge, the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are Issuer is not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on any third party property; (iii) to the property Issuer’s knowledge, the Issuer has not been associated with any release or threat of release of any third partyHazardous Substance; (viv) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries Issuer has not received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries Issuer may be in violation of, of or liable under or have obligations under any Environmental Law; (viiv) neither the Company nor any of its Subsidiaries Issuer is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity governmental entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivi) there are no circumstances or conditions involving the Company or any of its Subsidiaries Issuer that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries Issuer pursuant to any Environmental Law. (b) For purposes of this Agreement, "the term “Environmental Law" ” means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (Bii) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (Ciii) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. Section 4.15 of the Public Company Disclosure Schedule sets forth a complete and correct list of all real property (ai) currently owned, leased or operated by Public Company or (ii) formerly owned, leased or operated by Public Company. Except as disclosed in Section 4.15 of the Public Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: Disclosure Schedule: (i) the Public Company and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)); Laws; (ii) the properties currently owned owned, leased or operated by the Public Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined at levels or in Section 3.12(c)); a condition that would violate applicable Environmental Laws; (iii) the properties formerly owned owned, leased or operated by the Public Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or not, during the period of ownership ownership, use or operation by the Public Company or any of its Subsidiaries; , contaminated with Hazardous Substances at levels or in a condition that would violate applicable Environmental Laws; (iv) neither the Public Company nor any of its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; ; (v) neither the Public Company nor any of its Subsidiaries have released any Hazardous Substance to into the environment; ; (vi) neither the Public Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Public Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; ; (vii) neither the Public Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and ; (viii) there are no circumstances or conditions involving the Company or Public Company, any of its Subsidiaries or any of their respective properties that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Public Company or any of its Subsidiaries pursuant to any Environmental Law.; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Aix) the protectionproperties currently or formerly owned, investigation leased or restoration operated by Public Company or any of the environmentits Subsidiaries (including soils, human health and safetygroundwater, or surface water, natural resources, (Bbuildings or other structures) are not, and were not during the handlingperiod of ownership, use, presencelease or operation, disposalrespectively, release proposed for listing or threatened release listed on or in the U.S. EPA’s Comprehensive Environmental Response, Compensation and Liability Act of any Hazardous Substance 1980, as amended, National Priority List or (C) noise, odor, wetlands, pollution, contamination Comprehensive Environmental Response Compensation Liability Information System or any injury or threat of injury to persons or propertycomparable state lists.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: Effect on U S WEST, or would not otherwise require disclosure pursuant to the Securities Act, or are listed on Schedule 5.13 hereto, (i) the Company and each of U S WEST and its Subsidiaries has complied with, and is not in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b)below); (ii) the properties currently owned or operated by the Company and it or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)below); (iii) Hazardous Substances were not present, disposed, released or otherwise deposited on, under, at or from the properties formerly owned or operated by the Company it or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company it or any of its Subsidiaries; (iv) neither the Company it nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company it nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vi) neither the Company it nor any of its Subsidiaries has received any notice, demand, threat, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); (vii) neither the Company it nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental or Regulatory Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company it or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. Except as described in Section 3.15 of the Company Disclosure Schedule: (a) Except as disclosed in neither the Company SEC Reports filed prior nor its Subsidiary has violated in any material respect or is in material violation of any Environmental Law; (b) to the date knowledge of this Agreement and except for such matters whichthe Company, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each none of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other and structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties currently or formerly owned owned, leased or operated by the Company or any of its Subsidiaries were not Subsidiary (including, without limitation, soils and surface and ground waters) are contaminated with any Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its SubsidiariesSubstance; (ivc) to the Company’s knowledge, neither the Company nor its Subsidiaries are subject Subsidiary is liable or alleged to be liable for any off-site contamination by Hazardous Substances including, without limitation, any material liability for any Hazardous Substance disposal or contamination on any other third-party property; (d) the property Company and its Subsidiary do not have any knowledge of any third partyfacts that could reasonably be believed to lead to liability to the Company or its Subsidiary for handling or disposal of Hazardous Substances involving the Company or its Subsidiary, or any property owned or operated thereby; (ve) neither the Company nor any of its Subsidiaries have released any Hazardous Substance Subsidiary is actually or, to the environmentCompany’s knowledge, allegedly liable under any Environmental Law; (vif) neither each of the Company nor and its Subsidiary has all material permits, licenses and other authorizations required under any Environmental Law (“Environmental Permits”); (g) each of the Company and its Subsidiaries Subsidiary has always been and is in material compliance with its Environmental Permits; (h) within the last six (6) years, the Company and its Subsidiary have not received any written or oral notice, demand, demand letter, claim or request for information alleging that any violation of, or liability of the Company or any of its Subsidiaries may be in violation ofSubsidiary under, liable under or have obligations under any Environmental Law; (viii) neither the Company nor any of and its Subsidiaries is Subsidiary are not subject to any orderswritten order, decreesdecree, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity injunction or other agreement with any Governmental Authority or any third party relating to any liability under or noncompliance with any Environmental Law or relating to Hazardous SubstancesLaw; and (viiij) there are no circumstances or conditions involving the Company and its Subsidiary have made available to Parent copies of all material environmental reports and correspondence in its possession relating to the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company Subsidiary or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law currently or agency requirement of any jurisdiction relating to: (A) the protection, investigation formerly owned or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or operated property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries has complied with, and is not are in violation of, any compliance with applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) to the properties currently owned or operated by the Company and its Subsidiaries Company's knowledge, no real property (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties currently or formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to Subsidiaries, or during the period of ownership or operation by any property in which the Company or any of its SubsidiariesSubsidiaries has held a security interest, Lien or a fiduciary or management role ("Company Loan Property"), has been contaminated with, or has had any release of, any Hazardous Substance except in compliance with Environmental Laws; (iii) to the Company's knowledge, neither the Company nor any of its Subsidiaries could be deemed the owner or operator of, or has participated in the management regarding Hazardous Substances of, any Company Loan Property which has been contaminated with, or has had any release of, any Hazardous Substance except in compliance with Environmental Laws; (iv) to the Company's knowledge, neither the Company nor any of its Subsidiaries are subject to has any liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, demand letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under liability under, any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity injunction or other agreement with any Governmental Authority or any third party relating to liability under any Environmental Law or relating Law; (vii) to Hazardous Substances; and (viii) the Company's knowledge, there are no circumstances or conditions (including the presence of asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning, or automotive services) involving the Company or any of its Subsidiaries Subsidiaries, any currently or formerly owned or operated property, or any Company Loan Property, that could reasonably be expected to result in any claims, liability, obligations, investigations, costs liability or restrictions on the ownership, use or transfer of any property of investigations against the Company or any of its Subsidiaries Subsidiaries, result in any restrictions on the ownership, use, or transfer of any property pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement adversely affect the value of any jurisdiction relating to: Company Loan Property; and (Aviii) the protectionCompany has Previously Disclosed or made available to Parent copies of all environmental reports, investigation studies, sampling data, correspondence and filings in its possession or restoration of reasonably available to it relating to the environmentCompany, human health its Subsidiaries and safety, any currently or natural resources, (B) the handling, use, presence, disposal, release formerly owned or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination operated property or any injury or threat of injury to persons or propertyCompany Loan Property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichas, individually or in the aggregate, have has not had, had and are would not reasonably likely be expected to have a Company JBG Material Adverse Effect, or as set forth in Section 4.17 of the JBG Disclosure Letter: (ia) with respect to the Company and each of its Subsidiaries has complied withJBG Included Assets, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company such JBG Party and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated in compliance with any Hazardous Substances (as defined in Section 3.12(c))all Environmental Laws; (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (ivb) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company such JBG Party nor any of its Subsidiaries has received any written notice, demand, letter, letter or claim or request for information alleging that the Company such JBG Party or any of its Subsidiaries may be is in violation of, or liable under or have obligations under under, any Environmental LawLaw or with respect to Hazardous Substances or that any judicial, administrative or compliance order has been issued against such JBG Party or any of its Subsidiaries, in each case, which remains unresolved and which relates to any of the JBG Included Assets; and (viic) neither the Company such JBG Party nor any of its Subsidiaries is subject has entered into or agreed to any orders, decrees, injunctions consent decree or other arrangements with any Governmental Entity order or is subject to any indemnity judgment, decree or judicial, administrative or compliance order relating to compliance with Environmental Laws, Environmental Permits or the investigation, claim, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Substances and no investigation, litigation or other agreement with any third party relating proceeding is pending or, to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company knowledge of such JBG Party, threatened against such JBG Party or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to under any Environmental Law, in each case, that relates to the JBG Included Assets. This Section 4.17 contains the exclusive representations and warranties of such JBG Party with respect to environmental matters. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (aA) Except as disclosed in the Company SEC Reports filed prior on Schedule 6.18 to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: Agreement (i) the Company operations of the Borrowers and each their respective Subsidiaries comply in all material respects with Environmental, Health or Safety Requirements of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); Law; (ii) the properties currently owned or operated by the Company Borrowers and its their respective Subsidiaries (including soilshave all material permits, groundwater, surface water, buildings licenses or other structures) authorizations required under Environmental, Health or Safety Requirements of Law and are not contaminated in material compliance with any Hazardous Substances (as defined in Section 3.12(c)); such permits; (iii) to the properties formerly owned or operated by best of the Company Borrowers' or any of its their respective Subsidiaries' knowledge, neither the Borrowers, any of their respective Subsidiaries were not contaminated with Hazardous Substances prior nor any of their respective present property or operations, or, any of their respective past property or operations, are subject to or during the period of ownership or operation by subject of, any investigation known to the Company Borrowers or any of its their respective Subsidiaries, any judicial or administrative proceeding, order, judgment, decree, settlement or other agreement respecting: (A) any material violation of Environmental, Health or Safety Requirements of Law; (B) any material remedial action; or (C) any material claims or liabilities arising from the Release or threatened Release of a Contaminant into the environment; (iv) neither to the Company best of the Borrowers' or any of their respective Subsidiaries' knowledge there is not now, nor its Subsidiaries are subject to liability for any Hazardous Substance disposal has there ever been on or contamination on in the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company Borrowers or any of its their respective Subsidiaries may be any landfill, waste pile, underground storage tanks, aboveground storage tanks, surface impoundment or hazardous waste storage facility of any kind, any polychlorinated biphenyls (PCBs) used in violation ofhydraulic oils, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions electric transformers or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company equipment, or any of its Subsidiaries that asbestos containing material which in any such case could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on material liability for the ownership, use or transfer of any property of the Company Borrowers or any of its their respective Subsidiaries; and (v) neither the Borrowers nor any of their respective Subsidiaries pursuant to has any Environmental Lawmaterial Contingent Obligation in connection with any Release or threatened Release of a Contaminant into the environment. (bB) For purposes of this Agreement, Section 6.18 "Environmental Lawmaterial" means any lawnoncompliance or basis for liability which could reasonably be likely to subject the Borrowers or their respective Subsidiaries to liability which, regulationin the aggregate, order, decree, permit, authorization, opinion, common law or agency requirement is in excess of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property$1,000,000.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior would not be reasonably likely to the date of this Agreement and except for such matters whichhave, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse EffectEffect or, individually or in the aggregate, prevent or materially delay or materially impair the transactions contemplated hereby, the Company and its Subsidiaries: (i) the Company have obtained and each of its Subsidiaries has complied with, and is are not in violation ofof any permits, licenses or governmental authorizations pursuant to any applicable Environmental Laws (Law necessary for their operations as defined in Section 3.12(b))currently conducted; (ii) the properties currently owned or operated by the Company have not been since July 1, 1999 and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with in violation of any Hazardous Substances (as defined in Section 3.12(c))applicable Environmental Laws; (iii) are not the properties formerly owned subject of any proceeding and, since July 1, 1999, have not received any written notice, demand, claim, legal complaint or operated by request for information from any Governmental Entity alleging the Company violation of or liability under any of its Subsidiaries were not contaminated with applicable Environmental Law or relating to liabilities or obligations arising from the presence or Release or exposure to Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its SubsidiariesSubstances; (iv) neither are not the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any noticecourt order, demand, letter, claim administrative order or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations decree arising under any Environmental Law; (viiv) neither the Company nor have not generated, stored, used, emitted, discharged or disposed of any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances, except as permitted under applicable Environmental Laws; and (viiivi) there are have no circumstances asbestos-containing materials, polychlorinated byphenyls or conditions involving underground storage tanks at, on or under the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property facilities of the Company or its Subsidiaries, except in compliance with Environmental Laws and (vii) have made available to Buyer all written assessments, audits, investigations, and sampling or similar reports in the possession of the Company in the United States relating to the environment or the presence or Release of any of Hazardous Substances to the extent related to the real property owned or leased by the Company and its Subsidiaries pursuant to any Environmental LawSubsidiaries. (b) For purposes Notwithstanding any other representation and warranty in Article III, the representations and warranties contained in this Section 3.14 constitute the sole representations and warranties of this Agreement, "Seller concerning the Company and its Subsidiaries with respect to Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health Laws and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertySubstances.

Environmental Matters. (a) Except as disclosed set forth in Section 3.25(a) of the Disclosure Schedule, each Target Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or is in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable material compliance with all Environmental Laws (as defined in Section 3.12(b)); (ii) and Environmental Permits governing the properties currently owned or operated by the Company businesses and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any operations of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Lawsuch Target Company. (b) For purposes Except as set forth in Section 3.25(b) of this Agreementthe Disclosure Schedule, "there are no (and, to the knowledge of the Company, there is no basis for any) non-compliance orders, warning letters, notices of violation, claims, suits, actions, judgments, penalties, fines, or administrative or judicial investigations of any nature pending or, to the knowledge of the Company, threatened against or involving any of the Facilities (to the Company’s knowledge) or any Target Company or its respective businesses and operations, issued by any Governmental Authority or third party with respect to any Environmental Law" means Laws or Environmental, which have not been resolved to the satisfaction of the issuing Governmental Authority or third party. (c) Except as set forth in Section 3.25(c) of the Disclosure Schedule, (i) no Target Company has at any time Discharged, nor has it at any time allowed or arranged for any third party to Discharge Hazardous Substances to, at or upon: (a) any location other than a site lawfully permitted to receive such Hazardous Substances; (b) to the Company’s knowledge, any parcel of real property owned, used or leased at any time, including, without limitation, the Facilities, by any Target Company, except in compliance with applicable Environmental Laws; or (c) any site which, pursuant to the Comprehensive Environmental Response, Compensation, and Liabilities Act of 1980, as amended (CERCLA) or any similar state law, regulationhas been placed on the National Priorities List or its state law equivalent, orderor as to which the Environmental Protection Agency or any relevant state agency or other Governmental Authority has notified any Target Company that it has proposed or is proposing to place on the National Priorities List or such state law. (d) Except as set forth on Section 3.25(d) of the Disclosure Schedule hereto, decreeto the Company’s knowledge, permitthere are not now nor have there ever been any Underground Storage Tanks at any of the Facilities. (e) Section 3.25(e) of the Disclosure Schedule sets forth a true, authorization, opinion, common law or agency requirement complete and accurate list of all Environmental Permits currently held by the Target Companies. (f) None of the Facilities is subject to any Encumbrance in favor of any jurisdiction relating to: Governmental Authority or other party for (Ai) the protection, investigation or restoration of the environment, human health and safetyliability under any Environmental Laws, or natural resources, (Bii) the handling, use, presence, disposal, release damages arising from or costs incurred by such Governmental Authority in response to a Discharge or threatened release Discharge. (g) The Company has made available to Buyer true, correct and complete copies of all environmental audits, assessments, data or reports, including all groundwater, soil or air monitoring data, prepared by any Hazardous Substance or (C) noiseGovernmental Authority, odor, wetlands, pollution, contamination the Company or any injury Target Company (or threat of injury their respective agents or representatives) and in the Company or Target Companies’ possession or control relating to persons or propertyaffecting the Facilities.

Environmental Matters. Except as set forth in Schedule 4.20: (a) Except as disclosed in the operations of the Company SEC Reports filed prior is in compliance with all applicable Environmental Laws and all Licenses and Permits issued pursuant to the date Environmental Laws or otherwise; (b) the Company has obtained all Licenses and Permits required to operate its business in compliance with all applicable Environmental Laws; (c) the operations of this Agreement and except for such matters which, individually or in the aggregate, Company have not hadresulted in Releases of Hazardous Material into the environment; (d) the Company is not the subject of any outstanding order or Contract, and are not reasonably likely nor, to have a Company Material Adverse Effect: the Knowledge of the Company, is it threatened to be the subject of any order or Contract, with any Governmental Authority respecting (i) the Company and each of its Subsidiaries has complied withcompliance with Environmental Laws, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned Remedial Action, or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned any Release or operated by threatened Release of a Hazardous Material; (e) the Company or any of its Subsidiaries were has not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information written communication alleging that the Company or any of its Subsidiaries may be in violation ofof any Environmental Law or any License or Permit issued pursuant to Environmental Law, liable under or may have obligations any liability under any Environmental Law; ; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiif) there are no circumstances investigations of the Business, or conditions involving the Company currently or any of its Subsidiaries that could reasonably be expected to result in any claimspreviously owned, liability, obligations, investigations, costs operated or restrictions on the ownership, use or transfer of any leased property of the Company pending or, to the Knowledge of the Company, threatened which alleges any liability or any of its Subsidiaries other obligation pursuant to any Environmental Law.; (bg) For purposes to the Knowledge of this Agreementthe Company, "Environmental Law" means there is not located at any lawproperty owned, regulationoperated or leased by the Company any (i) current or former underground storage tanks, order(ii) asbestos-containing material, decree(iii) equipment containing polychlorinated biphenyls, permit(iv) asbestos-containing materials or structural asbestos, authorizationwhich is damaged and, opinionin its present condition, common law poses an unreasonable risk of harm to employees or agency requirement of any jurisdiction relating to: the general public, or (Av) equipment which, contains ozone depleting substances; and (h) the protectionCompany has timely filed, investigation or restoration and delivered copies of the environmentsuch filings to Buyer, human health all reports and safetyfilings required to be made pursuant to applicable Environmental Laws, or natural resourcesany Licenses or Permits issued pursuant to Environmental Laws, (B) by the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyCompany.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date extent failure to comply, or the existence of this Agreement and except for such matters whicha Hazardous Substance, individually or in the aggregate, have would not had, and are not reasonably likely to have a Company Material Adverse Effect: , and except as described in Schedule 5.2(m) of the Parent Disclosure Letter; (i) the Company Parent and each its Subsidiaries, to the knowledge of the officers of the Parent, any other Person for whose conduct the Parent or any of its Subsidiaries has is legally responsible, have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) to the properties knowledge of the officers of the Parent, no property currently owned or operated by the Company and Parent or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances (as defined in Section 3.12(c))Substance; (iii) to the properties knowledge of the officers of the Parent, no property formerly owned or operated by the Company Parent or any of its Subsidiaries were not was contaminated with any Hazardous Substances Substance during or prior to or during the such period of ownership or operation by operation; (iv) to the Company knowledge of the officers of the Parent, neither the Parent nor any of its Subsidiaries nor, to the knowledge of the officers of the Parent, any other Person for whose conduct the Parent or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is legally responsible, is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company Parent nor any of its Subsidiaries have released has been associated with any release or threat of release of any Hazardous Substance to the environmentSubstance; (vi) to the knowledge of the officers of the Parent, neither the Company Parent nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company Parent or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental LawLaw for which Parent or its Subsidiaries, as applicable, has not resolved or otherwise responded to or that would not have Material Adverse Effect; (vii) neither the Company Parent nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) to the knowledge of the officers of the Parent, there are no other circumstances or conditions involving the Company Parent or any of its Subsidiaries that could reasonably be expected to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental LawLaw that would have a Material Adverse Effect. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed set forth in Section 5.11 of the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse EffectDisclosure Schedule: (i) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) to the properties Knowledge of the Company, no property currently or formerly owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances (as defined Substance that could require remediation or result in Section 3.12(c))liability pursuant to any Environmental Law; (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries are could be subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (viv) neither the Company nor any of its Subsidiaries have released has caused or could incur liability for any release or threat of release of any Hazardous Substance to the environmentSubstance; (viv) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under or obligations concerning any Environmental Law or otherwise relating to any Hazardous SubstancesSubstance; and (viiivii) there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could are reasonably be expected likely to result in any claimsclaim, liability, obligationsinvestigation, investigations, costs cost or restrictions restriction on the ownership, use use, or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. ; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Aviii) the protectionCompany has delivered to Parent copies of all environmental reports, investigation studies, assessments, sampling data and any other material environmental information in its possession relating to Company or restoration of the environment, human health its Subsidiaries or their respective current and safety, former properties or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyoperations.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are would not reasonably likely be expected to have a Company an Acquiror Material Adverse Effect: Effect or would not otherwise require disclosure pursuant to the Securities Exchange Act, or are listed in ss.4(q) of the Acquiror Disclosure Letter or described in Acquiror Reports filed prior to the date hereof, (i) the Company and each of Acquiror and its Subsidiaries has complied with, and is not in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) the properties currently owned or operated by the Company and Acquiror or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)below); (iii) the properties formerly owned or operated by the Company or neither Acquiror nor any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property any third party property; (iv) neither Acquiror nor any or its Subsidiaries has had any release or threat of release of any third partyHazardous Substance; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company Acquiror nor any of its Subsidiaries has received any notice, demand, threat, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); (viivi) neither the Company Acquiror nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity governmental or regulatory authority of competent jurisdiction or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no circumstances or conditions involving the Company Acquiror or any of its Subsidiaries that could would reasonably be expected to result in any claims, liability, obligationsliabilities, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has have complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b)); (ii) --------------- the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties --------------- formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (v) neither the Company nor any of its Subsidiaries have released has caused or contributed to any release or threat of release of any Hazardous Substance to the environmentin violation of any Environmental Law; (vi) neither the Company nor any of its Subsidiaries has received in writing from any Governmental Entity any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity (other than those of general applicability), or is subject to any indemnity or other agreement with any third party relating in either case to liability under any Environmental Law or relating to for release of Hazardous Substances; and (viii) to the knowledge of Company, there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to will, solely with the passage of time, imminently result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the a Company or any of its Subsidiaries Material Adverse Effect pursuant to any Environmental Law. (b) For purposes of this AgreementAs used herein, the term "Environmental Law" means any ----------------- federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (Bii) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance Substance, or (Ciii) noise, odor, wetlands, pollutionpollution or contamination. (c) As used herein, contamination or any injury or threat of injury to persons or property.the term "Hazardous Substance" means: -------------------

Environmental Matters. (a) Except as disclosed in on Schedule 5.1(m) of the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse EffectDisclosure Letter: (i) the Company and each of its Subsidiaries has have materially complied with, and is not in violation of, any at all times with all applicable Environmental Laws (as defined in Section 3.12(b)below); (ii) the properties no property currently owned owned, leased or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not is contaminated with any Hazardous Substances Substance (as defined below) in Section 3.12(c)a manner that is or could reasonably be expected to give rise to any Environmental Liability (as defined below); (iii) the properties no property formerly owned owned, leased or operated by the Company or any of its Subsidiaries were not was contaminated with any Hazardous Substances Substance during or prior to or during the such period of ownership ownership, leasehold, or operation by the Company in a manner that is or could reasonably be expected to give rise to any of its SubsidiariesEnvironmental Liability; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released nor any Hazardous Substance prior owner or operator has incurred in the past or is now subject to the environmentany Environmental Liabilities concerning any third party property; (viv) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under of or have obligations subject to liability under any Environmental Law; (viivi) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions injunction or other arrangements agreement with any Governmental Entity Entity, or is subject to any indemnity or other agreement with any third party party, concerning liability or obligations relating to liability under any Environmental Law or otherwise relating to any Hazardous SubstancesSubstance or any environmental, or public health and safety matter; and (viiivii) there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claimsEnvironmental Liability; and (viii) the Company has delivered to Parent copies of all environmental reports, liabilitystudies, obligationsassessments, investigationssampling data and other material environmental information in its possession relating to the Company, costs its Subsidiaries or restrictions on the ownership, use their current or transfer of any property former properties or operations. The matters described in Schedule 5.1(m) of the Company Disclosure Letter have not had, and would not reasonably be expected to have, individually or any of its Subsidiaries pursuant to any Environmental Lawin the aggregate, a Company Material Adverse Effect. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the The Company and each of its Subsidiaries has complied withis, and is not has been since January 1, 2003, in violation ofcompliance in all material respects with all applicable federal, any applicable state and local Laws relating to protection of the environment (collectively, "Environmental Laws Laws"). (as defined in Section 3.12(b)); (iib) the properties currently owned or operated by the Company and its Subsidiaries (including soilsSince January 1, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) 2003 neither the Company nor any of its Subsidiaries has received written notice of, and, to the knowledge of the Company, it is not subject of, any noticeactions, demandclaims, letterinvestigations, claim demands, or request for information notices by any Person alleging that liability under or non-compliance with any Environmental Law. (c) To the knowledge of the Company, there has not been, and there is no Environmental Condition, on or under the Business Premises. As to each location where the Company or any of its Subsidiaries may be in violation ofconducts its business or performs services (collectively, liable under the "Business Premises"), (i) no Hazardous Materials have been Released in, on, under, from, to or have obligations under any Environmental Law; (vii) neither through the Business Premises, either by the Company nor any or one of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving at the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property request of the Company or any one of its Subsidiaries, or by an agent, employee or contractor of the Company or one of its Subsidiaries, except in accordance with applicable Law; (ii) none of the Material Contracts, directly or indirectly, requires the Company or one of its Subsidiaries pursuant to conduct environmental remediation or to remove Hazardous Materials from the Business Premises in connection with any such environmental remediation; and (iii) to the knowledge of the Company each Business Premises is in compliance with all health and safety Environmental Requirements pertaining to employee safety at job sites and otherwise. (d) True and complete copies of material reports and investigations (including sample reports or similar information) conducted at the request of the Company or one of its Subsidiaries with respect to any Environmental LawSubject Matter that relates to the Business Premises, including those related to the emission or disposition of radioactive materials used in connection with the practice of dentistry, have been provided to the Investor. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any with all applicable Environmental Laws (as defined in Section 3.12(b3.13(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c3.13(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its SubsidiariesCompany; (iv) neither the Company nor its Subsidiaries are is not subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have has not released any Hazardous Substance to the environmentSubstance; (vi) neither the Company nor any of its Subsidiaries has not received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity Authority or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law. (b) For purposes of this AgreementAs used herein, the term "Environmental Law" means any federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Ai) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (Bii) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (Ciii) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior for any matters that have not had, and would not reasonably be expected to the date of this Agreement and except for such matters whichhave, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse EffectEffect on Chemical: (i) the Company Chemical and each of its the Chemical Subsidiaries is and has complied with, been in compliance with and is not in violation of, any has no Liability under applicable Environmental Laws (as defined in Section 3.12(b))Laws; (ii) Chemical and each of the properties currently owned or operated by the Company Chemical Subsidiaries possesses, has possessed and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated is and has been in compliance with any Hazardous Substances (as defined in Section 3.12(c))all required Environmental Permits; (iii) there are no Environmental Claims pending or, to the properties formerly owned or operated by the Company Knowledge of Chemical, threatened against Chemical or any of its Subsidiaries were not contaminated with Hazardous Substances prior the Chemical Subsidiaries, and, to the Knowledge of Chemical, there are no facts or during circumstances which could reasonably be expected to form the period of ownership or operation by the Company basis for any Environmental Claim against Chemical or any of its the Chemical Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject no Releases of Hazardous Materials have occurred and no Person has been exposed to liability for any Hazardous Substance disposal Materials at, from, in, to, on, or contamination on under any Chemical Site and no Hazardous Materials are present in, on, about or migrating to or from any Chemical Site in quantities or concentrations or under circumstances that could give rise to an Environmental Claim against Chemical or any of the property of any third partyChemical Subsidiaries; (v) neither the Company Chemical nor any of its the Chemical Subsidiaries have released has entered into or is subject to, any Hazardous Substance to the environmentjudgment, decree, order or other similar requirement of or agreement with any Governmental Entity under any Environmental Laws; (vi) neither the Company Chemical nor any of its the Chemical Subsidiaries has received assumed responsibility for or agreed to indemnify or hold harmless any noticePerson for any Liability, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable arising under or have obligations under any relating to Environmental LawLaws; and (vii) neither the Company Chemical nor any of its Subsidiaries is subject to the Chemical Subsidiaries, any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company predecessors of Chemical or any of its Subsidiaries that could reasonably be expected to result in the Chemical Subsidiaries, nor any claims, liability, obligations, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company entity previously owned by Chemical or any of its Subsidiaries pursuant the Chemical Subsidiaries, has transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to any off-Site location which has or could result in an Environmental LawClaim against Chemical or any of the Chemical Subsidiaries. (b) For purposes To the Knowledge of this AgreementChemical, "each underground storage tank presently or previously located on any Chemical Site has been operated, maintained and removed or closed in place, as applicable, in compliance with all applicable Environmental Law" means any lawLaws, regulation, order, decree, permit, authorization, opinion, common law or agency requirement and has not been the source of any jurisdiction relating to: (A) Release of a Hazardous Material to the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyenvironment that has not been fully remediated as required by applicable Environmental Laws.

Environmental Matters. (a1) Except as disclosed in Neither the Company SEC Reports filed prior Asset Seller, nor to the date Knowledge of the Asset Seller its predecessors, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to liabilities with respect to the Premises, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), the Solid Waste Disposal Act, as amended (“SWDA”) or any other Environmental, Health, and Safety Requirements; (2) To the Knowledge of the Asset Seller neither this Agreement nor the consummation of the transaction that is the subject of this Agreement and except will result in any obligations for such matters whichsite investigation or cleanup, individually or in notification to or consent of government agencies or third parties, pursuant to any of the aggregateso-called “transaction-triggered” or “responsible property transfer” Environmental, have not hadHealth, and are not reasonably likely Safety Requirements; (3) Neither the Asset Seller, nor, to have a Company Material Adverse Effect: (i) the Company and each Knowledge of Asset Seller its Subsidiaries has complied withpredecessors, and is not in violation ofhas, either expressly or by operation of law, assumed or undertaken any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned liability, including without limitation any obligation for corrective or operated by the Company and its Subsidiaries (including soilsremedial action, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; (vii) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law Environmental, Health, and Safety Requirements; (4) No facts, events or conditions relating to Hazardous Substances; and (viii) there are the past or present facilities, properties or operations of the Asset Seller nor, to the Knowledge of Asset Seller no circumstances facts, events or conditions involving relating to the Company past or any present facilities, properties or operations of its Subsidiaries that could reasonably be expected predecessors, will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to result in any claimsinvestigatory, liability, obligations, investigations, costs remedial or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any Environmental Law. other liabilities (bwhether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage. For purposes of this AgreementAgreement the term “Environmental, "Environmental Law" means any Health, and Safety Requirements” shall mean all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law, regulationall judicial and administrative orders and determinations, order, decree, permit, authorization, opinion, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration protection of the environment, human health and safety, or natural resources, (B) including without limitation all those relating to the handlingpresence, use, presenceproduction, generation, handling, transportation, treatment, storage, disposal, release distribution, labeling, testing, processing, discharge, release, threatened release, control, or threatened release cleanup of any Hazardous Substance hazardous materials, substances or (C) noisewastes, odorchemical substances or mixtures, wetlandspesticides, pollutionpollutants, contamination contaminants, toxic chemicals, petroleum products or any injury byproducts, asbestos, polychlorinated biphenyls, noise or threat of injury to persons radiation, each as amended and as now or propertyhereafter in effect.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters which, individually or in the aggregate, have not had, and are not reasonably likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the The Company and its Subsidiaries are in material compliance with applicable Environmental Laws; (b) except as set forth on Schedule 5.17 of the Company Disclosure Schedule, to the Company’s knowledge, no real property (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly currently owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to Subsidiaries, or during the period of ownership or operation by any property in which the Company or any of its Subsidiaries; Subsidiaries currently holds a security interest, Lien or a fiduciary or management role (iv“Company Loan Property”), has been contaminated with, or has had any release of, any Hazardous Substance except in compliance with Environmental Laws; (c) neither the Company nor any of its Subsidiaries are subject to has participated in the management of Hazardous Substances of, at, on, under or emanating from any Company Loan Property; (d) neither the Company nor any of its Subsidiaries has any material liability for any Hazardous Substance disposal or contamination on the property of any third party; party property; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vie) neither the Company nor any of its Subsidiaries has received any notice, demand, demand letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under liability under, any Environmental Law; ; (viif) neither the Company nor any of its Subsidiaries is subject to any ordersorder, decreesdecree, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity injunction or other agreement with any Governmental Authority or any third party relating to liability under any Environmental Law or relating Law; (g) except as set forth on Schedule 5.17 of the Company Disclosure Schedule, to Hazardous Substances; and (viii) the Company’s knowledge, there are no circumstances or conditions (including the presence of asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning, or automotive services) involving the Company or any of its Subsidiaries Subsidiaries, any currently or formerly owned or operated property, or any Company Loan Property, that could reasonably be expected to result in any claims, liability, obligations, investigations, costs liability or restrictions on the ownership, use or transfer of any property of investigations against the Company or any of its Subsidiaries Subsidiaries, result in any restrictions on the ownership, use, or transfer of any property pursuant to any Environmental Law., or adversely affect the value of any Company Loan Property; and (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (Ah) the protectionCompany has delivered or made available to Parent copies of all environmental reports, investigation studies, sampling data, correspondence, filings and other environmental information in its possession or restoration of reasonably available to it relating to the environmentCompany, human health its Subsidiaries and safety, any currently or natural resources, (B) the handling, use, presence, disposal, release formerly owned or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination operated property or any injury or threat of injury to persons or propertyCompany Loan Property.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, had and are would not reasonably likely be expected to have a material impact on the Company Material Adverse Effect: and the Company Subsidiaries, taken as a whole: (i) the Company and each of its Subsidiaries Company Subsidiary is and for the past three (3) years, has complied with, and is not been in violation of, any compliance in all material respects with all applicable Environmental Laws (as defined in Section 3.12(b)); Laws; (ii) the properties currently owned or operated by Company and each Company Subsidiary has obtained, maintains, and is and for the past three (3) years, has been in compliance in all material respects with all Permits required pursuant to Environmental Laws for the conduct of its business and operations and the operation of the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)); Real Property; (iii) neither the properties formerly owned Company nor any Company Subsidiary has received any written notice, claim, report or operated by other information alleging that the Company or any Company Subsidiary is in material violation of its Subsidiaries were not contaminated with Hazardous Substances prior to any Environmental Laws, or during the period of ownership has any material liabilities or operation by the Company potential material liabilities arising under Environmental Laws, including any material liability for personal injury, property damage or any of its Subsidiaries; natural resource damages; (iv) neither the Company nor its Subsidiaries are any Company Subsidiary is subject to liability for any current, or to the extent unresolved, previous material Action or Order relating to any Environmental Laws or any Hazardous Substance disposal or contamination on the property of any third party; Material; (v) neither none of the Company nor any of its Subsidiaries have released Real Property is subject to a Lien or an activity or use limitation issued pursuant to Environmental Law or relating to any Hazardous Substance to the environment; Material; (vi) neither the Company nor any Company Subsidiary is undertaking or is responsible for, and has not completed, either individually or together with other Person, any investigation or assessment or remedial or response action relating to any actual or threatened material release, discharge or disposal of its Subsidiaries has received Hazardous Materials at any noticesite, demandlocation or operation, letter, claim either voluntarily or request for information alleging that pursuant to an Order or the Company or any requirements of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law; Laws; (vii) neither the Company nor any of its Subsidiaries is subject Company Subsidiary has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, exposed any Person to or released any ordersHazardous Material, decreesor owned or operated any property or facility contaminated by any Hazardous Material, injunctions so as to have given rise to, or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could so as would reasonably be expected to result in give rise to, current or future material liabilities under Environmental Laws for which the Company or Company Subsidiary would be responsible; (viii) except for those matters that have been fully resolved without any claimsfuture or continuing obligation of the Company, liabilityneither the Company nor any Company Subsidiary has assumed, obligationsundertaken, investigationsprovided an indemnity with respect to, costs or restrictions on the ownership, use or transfer otherwise become subject to any material liability of any property other Person relating to Environmental Laws or relating to any Hazardous Material; (ix) neither the Company nor any Company Subsidiary has designed, manufactured, sold, marketed, commercialized or distributed any product or item containing asbestos, silica, mercury, or other Hazardous Materials so as to have given rise to or as would reasonably be expected to give rise to material liability under Environmental Laws; and (x) no facts, events or conditions relating to the past or present facilities, properties or operations of the Company or any Company Subsidiaries or any of its Subsidiaries their respective predecessors or Affiliates will prevent, hinder or limit continued compliance in all material respects with Environmental Laws, would reasonably be expected give rise to any material investigatory, remedial or corrective obligations pursuant to Environmental Laws after the Closing Date, or would reasonably be expected to give rise to any other material liabilities pursuant to Environmental LawLaws, including any relating to onsite or offsite releases or threatened releases of any Hazardous Material, personal injury, property damage or natural resources damage. (b) For purposes of this AgreementThe Company has provided to Parent all environmental reports, "Environmental Law" means any lawassessments, regulationaudits, orderand all other similar documents materially bearing upon environmental, decreehealth or safety liabilities, permitin each case, authorizationrelating to its affiliates’ or predecessors’ past or current operations or properties, opinion, common law that are in the possession or agency requirement of any jurisdiction relating to: (A) under the protection, investigation or restoration reasonable control of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination Company or any injury or threat of injury to persons or propertyCompany Subsidiary.

Environmental Matters. (a) Except as disclosed in Section 4.17 of the Company SEC Reports filed prior Seller Disclosure Schedule: (i) None of the APT Entities or, to the date Seller’s Knowledge, Minority-Interest Entities (A) is or has been in violation, in any material respect, of this Agreement and except for such matters whichany Environmental Laws or Permits, individually or (B) is subject to any obligation under any Environmental Law to investigate, remediate, remove or cleanup Hazardous Materials known to exist at any real property, including at any of the real property within or in the aggregatevicinity of any of the APT Projects; (ii) None of the APT Entities or, to the Seller’s Knowledge, Minority-Interest Entities has been notified in writing that it is a potentially responsible party under any Environmental Law with respect to Releases of Hazardous Materials; (iii) The APT Entities and, to the Seller’s Knowledge, Minority-Interest Entities have not hadentered into or agreed to any settlement, consent decree or order, and are not reasonably likely subject to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied withany outstanding settlement, and is not in violation ofjudgment, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned decree, or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated judicial order relating to compliance with any Environmental Law or Permit issued under Environmental Law or to investigation, remediation, removal or cleanup of Hazardous Substances (as defined in Section 3.12(c)); (iii) the properties formerly owned or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries have released any Hazardous Substance to the environment; (vi) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations Materials under any Environmental Law; and (viiiv) neither the Company nor There are no Environmental Claims pending against any of its Subsidiaries is subject the APT Entities or, to any ordersthe Seller’s Knowledge, decreesMinority-Interest Entities or APT Projects or, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or Seller’s Knowledge, threatened in writing against any of its Subsidiaries that could reasonably be expected to result in the APT Entities, Minority-Interest Entities or APT Projects by any claims, liability, obligations, investigations, costs Person or restrictions on the ownership, use before any court or transfer of any property of the Company or any of its Subsidiaries pursuant to Governmental Authority under any Environmental Law. (b) For purposes To the Seller’s Knowledge, the Seller has furnished or made available all material written environmental studies, reports, results of species fatality monitoring, correspondence from Governmental Authorities or environmental assessments (including, but not limited to those related to avian and protected species and habitats) in its possession or to the extent not in Seller’s possession, to Seller’s Knowledge, in the possession of, any APT Entity for the APT Projects. (c) The representations and warranties set forth in this AgreementSection 4.17 together with the representations and warranties set forth in Sections 4.5 (Legal Proceedings), "Environmental Law" means any law4.10 (Financial Statements), regulation4.11 (Absence of Certain Changes), order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: and 4.25 (APermits) are the protection, investigation or restoration sole and exclusive representations and warranties of the environmentSeller concerning environmental matters, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or propertyincluding matters arising under Environmental Laws.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters whichthat, individually or in the aggregate, have not had, and are not reasonably likely to have a material adverse effect on the business, financial condition or results of operations of the Company Material Adverse Effect: and its Subsidiaries taken as a whole, or would not otherwise require disclosure pursuant to the Securities Exchange Act, or are listed in ss.3(r) of the Company Disclosure Letter or described in Company Reports filed prior to the date hereof, (i) each of the Company and each of its Subsidiaries has complied with, and is not in violation of, any compliance with all applicable Environmental Laws (as defined in Section 3.12(b)below); (ii) the properties currently owned or operated by the Company and or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.12(c)below); (iii) the properties formerly owned or operated by neither the Company or nor any of its Subsidiaries were not contaminated with Hazardous Substances prior to or during the period of ownership or operation by the Company or any of its Subsidiaries; (iv) neither the Company nor its Subsidiaries are is subject to liability for any Hazardous Substance disposal or contamination on the property of any third partyparty property; (viv) neither the Company nor any of or its Subsidiaries have released has had any release or threat of release of any Hazardous Substance to the environmentSubstance; (viv) neither the Company nor any of its Subsidiaries has received any notice, demand, threat, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of, of or liable under or have obligations under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); (viivi) neither the Company nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity governmental or regulatory authority of competent jurisdiction or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viiivii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could would reasonably be expected to result in any claims, liability, obligationsliabilities, investigations, costs or restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries properties pursuant to any Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement of any jurisdiction relating to: (A) the protection, investigation or restoration of the environment, human health and safety, or natural resources, (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.