Common use of Environmental Matters Clause in Contracts

Environmental Matters. (a) Except as set forth in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. GFD has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any Hazardous Material, or owned or operated any property or facility (aand no such property or facility is contaminated by any such substance) Except so as set forth in Schedule 3.18 to give rise to any current or future Liabilities, including any Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney’s 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 Laws. The Properties do not now contain nor have the Properties contained any underground storage tanks or Hazardous Material. Neither this Agreement nor the consummation of the Company Disclosure Schedules Contemplated Transactions will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws. GFD has not assumed, or has otherwise become subject to, any Liability, including without limitation any obligation for corrective or Remedial Action, of any other Person relating to Environmental Laws. GFD has complied in all respects, and except as would not reasonably be expected to have a Material Adverse Effect on the Companyis presently in compliance in all respects, with all applicable Environmental Laws pertaining to the Knowledge ownership and operation of GFD’s assets, the Company, Properties and the GFD business. Neither Seller nor GFD have received any communication alleging that they are not in compliance with any Environmental Law. GFD has not taken any action that could reasonably result in any Liability (other than minor Liabilities of nominal or no financial or other consequence) relating to (i) the Company environmental conditions on, under, or about the Properties or any real property that is presently owned, leased or otherwise used by GFD, or upon which GFD locates any Tangible Personal Property; or (ii), the present use, management, handling, transport, treatment, generation, storage, disposal or release of any Hazardous Material. There are no pending or threatened Proceedings of any nature resulting from any Environmental, Health and Safety Liabilities or arising under or pursuant to any Environmental Law with respect to or affecting GFD, GFD’s assets, the Properties, or the GFD business. No Property contains wetlands, vegetation, animal species or significant historic/archaeological sites which are subject to special regulations or limitations under any Legal Requirement. No unacceptable material has transporteddeposited or buried on or under the Properties in violation of any Permit, Governmental Authorization or Legal Requirement; no toxic wastes or Hazardous Materials have been deposited, disposed of, stored, and/or disposed of any Hazardous Materials handled by generated or released on or from the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental ClaimProperties, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel cemeteries, grave sites or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by other burial sites located on the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesProperties. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in on Schedule 3.18 5.14 of the Company Disclosure Schedules Schedules: (a) Each Target Entity has been and except as continues to be in compliance in all material respects with all Environmental Laws applicable to their operations and to their use of any owned or leased Real Property, including, but not limited to, maintaining all permits required under applicable Environmental Laws for the continued operation of its business. (b) To the Knowledge of the Company, there are no current facts, circumstances or conditions arising out of or relating to the Target Entity Operations, the Leased Real Property or former owned, leased or operated real property that would not reasonably be expected to have a Material Adverse Effect on result in any Target Entity incurring material liability under any Environmental Laws, including, but not limited to, with regard to the CompanyRelease, threatened Release, presence, handling, generation, transport, storage, disposal or treatment of any Hazardous Substance. None of the Target Entities uses, generates, transports, treats, stores, or disposes of any Hazardous Substance, except as is reasonably necessary for the Target Entity Operations and in compliance with applicable Environmental Laws and the Real Property Leases, and, to the Knowledge of the Company, there has been no release of any Hazardous Substance by any of the Target Entities at or on any owned or leased real property that requires notification, investigation, remediation or other action by the Target Entities pursuant to any applicable Environmental Law. (c) Except for those matters that are no longer pending on the date hereof, none of the Target Entities has (i) the Company has transportedreceived any request for information, storednotice, and/or disposed of demand, administrative inquiry, lawsuit, judgment, order, complaint or claim under any Environmental Law or regarding Hazardous Materials handled by the Company in compliance with all Environmental Laws, Substances; (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending subject to or, to the Knowledge of the Company, Threatened civil threatened in writing with any governmental, private or criminal litigationcitizen enforcement action, written notice of violationorder, inquiry investigation or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, remediation or compliance with respect to any such Releases Environmental Law or regarding Hazardous Substances; or (iii) received written notice of or otherwise have knowledge of any unsatisfied liability under any Environmental Law or regarding Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)Substances. (cd) None of the Target Entities has assumed or undertaken any Liability or corrective, investigatory or remedial obligation of any other Person relating to any Environmental Law. (e) The Company has made available delivered to the Buyer, prior to the execution of this Agreement, Parent true, correct accurate and complete copies of all environmental reports, studies, investigations and audits, whether complete reports or incomplete, that were conducted by the Company or at the Company’s request assessments within the past year and that pertain possession of the Target Entities relating to the Target Entity Operations, the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any other real property currently formerly owned, leased or operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesTarget Entities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. Except as would not be material to the Company and its Subsidiaries taken as a whole: (a) Except as set forth in Schedule 3.18 during the period of ownership or operation by the Company or any of its Subsidiaries of any of its currently or formerly owned, leased or operated properties or facilities, there have been no Releases of Hazardous Materials by the Company or any of its Subsidiaries or, to the Knowledge of the Company Disclosure Schedules by any other person, in violation of Environmental Law, in, on, under, from or affecting any properties or facilities which would subject the Company or any of its Subsidiaries to any liability for such Hazardous Materials or any liability for remediation or cleanup of such Hazardous Materials under any Environmental Law; (b) prior to and except after, as would not reasonably be expected to have a Material Adverse Effect on applicable, the Companyperiod of ownership or operation by the Company or any of its Subsidiaries of any of its currently or formerly owned, leased or operated properties or facilities, to the Knowledge of the Company, (i) there were no Releases of Hazardous Materials in, on, under, from or affecting any properties or facilities which would subject the Company has transported, stored, and/or disposed or any of its Subsidiaries to any liability for such Hazardous Materials handled by or any liability for remediation or cleanup of such Hazardous Material under any Environmental Law; (c) none of the Company in compliance with all Environmental Laws, (ii) the Company or its Subsidiaries has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions Released Hazardous Materials in violation of Environmental Law has been placed, stored or located by Laws at any other location which would subject the Company on or any of its Subsidiaries to any liability for such Hazardous Materials or any liability for remediation or cleanup of such Hazardous Material under any Environmental Law; (d) neither the Leased Real Property Company nor any of its Subsidiaries is subject to any indemnity obligation under any Contract with any person relating to obligations or the Owned Real Property. There is no pending or, liabilities under any Environmental Law; and (e) to the Knowledge of the Company, Threatened civil there are no facts, circumstances or criminal litigation, written notice of violation, inquiry conditions that would reasonably be expected to form the basis for any Action or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete liability against or incomplete, that were conducted by affecting the Company or at any of its Subsidiaries relating to or arising under any Environmental Law or that would materially interfere with or materially increase the Company’s request within the past year and that pertain cost of complying with all applicable Environmental Laws relating to the Leased Real Property or the Owned Real Property. (d) To the Knowledge business of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property as currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesconducted. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) 8.14.1 Except as set forth in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s KnowledgeDisclosure Schedule, there have been no Releases of any Hazardous Materials into the Environment by material claims, notices, orders or directives on environmental grounds made or delivered to, pending or served on the Company, orany of its Subsidiaries or its agents, with respect to (i) issued by a governmental department or agency having jurisdiction over the assets of any such Releases Person, real or personal, owned or leased, affecting such assets or any part thereof, requiring any work to be done upon or about such assets or any part thereof, including but not limited to clean up orders, or (ii) issued or claimed by any private agency or individual affecting such assets or any part thereof. 8.14.2 To the best knowledge of Hazardous Materialsthe Company, except those stored, held and used in accordance with all applicable laws and regulations, there have not been, are not now and will be no solid waste, hazardous waste, hazardous substances, toxic substances, toxic chemicals, pollutants, wastes or contaminants, underground storage tanks, purposeful dumps, nor any accidental spills of such in, on or about any of the assets of the Company or any of its Subsidiaries, real or personal, owned or leased, and no solid waste, hazardous waste, hazardous substances, pollutants, contaminants, wastes or toxic substance have ever been stored on any real property owned or leased either by any such Person or by any of their lessees, licensees, invitees or predecessors. 8.14.3 To the best knowledge of the Company, there has given all required notices to Governmental Bodies (copies of been no, is not now and will be no filtering into ground water or transmission by seepage or other draining or transfer any solid waste, hazardous substances, hazardous waste, pollutants or contaminants, or toxic substances which have been made available to affected, is now affecting or will affect any of the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete real property owned or incomplete, that were conducted leased by the Company or at any of its Subsidiaries or any sites adjoining such property. 8.14.4 To the best knowledge of the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of , the Company and each of its Subsidiaries have obtained all necessary approvals or satisfactory clearances for use of its assets from all governmental authorities, utility companies, or development-related entities, in regard to the Selleruse of its assets, there are no underground fuel or underground tanks for storage the discharge of any materials of environmental concern at any property currently ownedchemicals, operated or leased by the Companyliquids and emissions, if any, and since January 1other chemicals into the atmosphere, 2007ground water or surface water, no such tanks have been closed, removed or taken out of service from any such facilitiesits operations. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 Each of the Company Disclosure Schedules Parent and except as would not reasonably be expected to have a Material Adverse Effect on the Companyits Subsidiaries, and, to the Knowledge of Parent (except as set forth in written third-party environmental reports included in the Companyrelevant Loan Documentation regarding real property securing a Loan made in the ordinary course of business to a third party that is not an Affiliate of Parent), (i) the Company any property in which Parent or any of its Subsidiaries holds a security interest, is, and has transportedsince January 1, stored2014 been, and/or disposed of any Hazardous Materials handled by the Company in material compliance with all Environmental Laws. (b) Since January 1, (ii) 2014, there have been no legal, administrative, arbitral or other proceedings, claims or actions pending, or, to the Company has operated Knowledge of Parent, threatened against Parent or any of its business with all Permits required under Environmental LawSubsidiaries, (iii) nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations that seek to impose or that could reasonably be expected to result in the Company has not received imposition, on Parent or any written notice of its Subsidiaries, of any Proceeding liability or Order concerning obligation arising under any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries, which liability or obligation would reasonably be expected to, individually or in the Companyaggregate, Threatened civil or criminal litigationbe material to Parent and its Subsidiaries, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) taken as a whole. To the Company’s KnowledgeKnowledge of Parent, there have been is no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to reasonable basis for any such Releases of Hazardous Materialsproceeding, claim, action or governmental investigation that would impose any liability or obligation that would be or would reasonably be expected to be, individually or in the Company has given all required notices aggregate, material to Governmental Bodies (copies of which have been made available to the Buyer)Parent and its Subsidiaries, taken as a whole. (c) The Company has Except as set forth in written third-party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made available in the ordinary course of business to a third party that is not an Affiliate of Parent, to the BuyerKnowledge of Parent, during or prior to the execution period of this Agreement(i) Parent’s or any of its Subsidiaries’ ownership or operation of any property, true(ii) Parent’s or any of its Subsidiaries’ active participation in the management of any property or (iii) Parent’s or any of its Subsidiaries’ holding of a security interest or other interest in any property, correct there were no releases or threatened releases of hazardous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property since January 1, 2014 that would reasonably be expected to be, individually or in the aggregate, material to Parent and complete copies of all environmental reportsits Subsidiaries, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Propertytaken as a whole. (d) To Parent and each of its Subsidiaries are not subject to any agreement, order, judgment or decree by or with any court, Governmental Entity or third party imposing any material liability or obligation with respect to the Knowledge of the Company and the Seller, there are foregoing. There has been no underground fuel or underground tanks for storage of any materials of written third-party environmental concern at any property currently owned, operated or leased by the Company, and site assessment conducted since January 1, 2007, no such tanks have been closed, removed 2014 assessing the presence of hazardous materials located on any property owned or taken out leased by Parent or any of service from any such facilities. (e) Neither its Subsidiaries that is within the Company nor possession or control of Parent and its corporate predecessors or Affiliates took any action at any time as of the date of this Agreement that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, delivered to the indemnification and remediation obligations described in Paragraphs 11 and 12 Company prior to the date of the DII Contract (herein “Raytheon Indemnity”)this Agreement.

Environmental Matters. (a) Except as set forth in Schedule 3.18 on Section 3.16 of the Company Disclosure Schedules Schedule: (a) the existing Owned Real Property and except as would not reasonably be expected to have a Material Adverse Effect on Leased Real Property and all activities and conduct of the CompanyCompany related thereto comply with Environmental Laws in all material respects; (b) there has been no disposal, release, or threatened release of Hazardous Substances on, under, in or from the Owned Real Property and the Leased Real Property or otherwise related to the Knowledge operations of the Company, that to the knowledge of the Company has subjected or may reasonably subject the Company to any material liability under any Environmental Law; (ic) the Company has transported, stored, and/or not disposed or arranged for disposal of Hazardous Substances on any Hazardous Materials handled by third party property that to the Company in compliance with all Environmental Laws, (ii) knowledge of the Company has operated its business with all Permits required subjected or may subject the Company to any material liability under any Environmental Law, ; (iiid) the Company has not received any written notice of any Proceeding notice, demand, letter or Order concerning any Environmental Condition claim relating to the Owned Real Property or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property alleging violation of or the Owned Real Property. There is liability under any Environmental Law and there are no pending orproceedings, actions, orders, decrees, injunctions or other claims, or to the Knowledge knowledge of the Company, Threatened civil any threatened actions or criminal litigation, written notice of violation, inquiry or information request by any Governmental Bodyclaims, relating to or otherwise alleging material liability under any violation of Environmental Law involving the Company.Law; (be) To to the Company’s Knowledge, there have been no Releases knowledge of any Hazardous Materials into the Environment by the Company, orno underground storage tanks, with respect to any such Releases of Hazardous Materialsformaldehyde foam insulation, asbestos-containing material, or polychlorinated biphenyls are located on the Owned Real Property or the Leased Real Property; (f) the Company has given all required notices delivered to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete Buyer copies of all environmental reportsassessments, audits, studies, investigations and audits, whether complete other environmental reports in its possession or incomplete, that were conducted by reasonably available to it relating to the Company or at any of its current or former properties or operations; (g) the Company’s request within Company has not agreed to assume, undertake or provide indemnification for any liability of any other person under any Environmental Law, including any obligation for corrective or remedial action; and (h) the past year and that pertain Company is not required to make any material capital or other material expenditures to comply with any Environmental Law nor to the Leased Real Property or the Owned Real Property. (d) To the Knowledge knowledge of the Company and the Seller, is there are no underground fuel or underground tanks for storage of any materials of environmental concern at reasonable basis on which any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any Governmental Entity could take action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)required such capital or other expenditures.

Environmental Matters. (a) Except as set forth The Company and its Subsidiaries are and, except for matters which have been fully resolved, have been in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in material compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledgeknowledge of the Company and each of its Subsidiaries, there have neither the Company nor any Subsidiary is considered the “owner” or “operator” of any real property pursuant to applicable Environmental Laws, except for the Company Real Property. There has been no Releases release of any Hazardous Materials into by the Environment by Company or its Subsidiaries (i) at, in, on or under any Leased Real Property or in connection with the Company’s and its Subsidiaries’ operations off-site of the Leased Real Property or (ii) to the knowledge of the Company, orat, with respect to in, on or under any such Releases of Hazardous Materials, formerly owned or Leased Real Property during the time that the Company has given all required notices to Governmental Bodies (copies owned or leased such property or at any other location where Hazardous Materials generated by the Company or any of which the Company’s Subsidiaries have been made available to the Buyer)transported to, sent, placed or disposed of. (c) Neither the Company nor its Subsidiaries are subject to any current Governmental Order relating to any material non-compliance with Environmental Laws by the Company or its Subsidiaries or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials. (d) No material Legal Proceeding is pending or, to the knowledge of the Company, threatened with respect to the Company’s and its Subsidiaries’ compliance with or liability under Environmental Laws, and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis of such a Legal Proceeding. (e) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of Acquiror all material environmental reports, studiesassessments, investigations audits and audits, whether complete inspections and any material communications or incomplete, that were conducted by notices from or to any Governmental Authority concerning any material non-compliance of the Company or at any of the Company’s request within the past year and that pertain to the Leased Real Property Subsidiaries with, or the Owned Real Property. (d) To the Knowledge liability of the Company and the Seller, there are no underground fuel or underground tanks for storage any of any materials of environmental concern at any property currently owned, operated or leased by the Company’s Subsidiaries under, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesEnvironmental Law. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except Other than as set forth in disclosed on Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company4.19, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge each of the Company and the SellerCompany Subsidiaries is operating and has operated its business in compliance with all applicable Environmental and Safety Requirements (as defined later in this Section); (ii) to the actual knowledge of the Officers of the Company, without any duty to inquire (notwithstanding the definition of "Knowledge" in Section 15.4), there are no underground fuel Hazardous Materials (as defined later in this Section) present at, on or underground tanks under any real property currently or formerly owned, leased or used by the Company or Company Subsidiary (other than those present in office supplies and cleaning/maintenance materials) for storage which the Company or a Company Subsidiary is or is reasonably expected to be responsible, or otherwise have any liability, for response costs under any Environmental and Safety Requirements; (iii) each of any the Company and the Company Subsidiaries has disposed of all waste materials of environmental concern generated by the Company or such Company Subsidiary at any real property currently or formerly owned, operated leased or leased used by the Company, Company or Company Subsidiary in compliance with applicable Environmental and since January 1, 2007, no such tanks Safety Requirements; and (iv) there are and have been closedno facts, removed events, occurrences or taken out of service from conditions at or related to any such facilities. (e) Neither real property currently or formerly owned, leased or used by the Company nor its corporate predecessors or Affiliates took Company Subsidiary that is reasonably expected to cause or give rise to liabilities or response obligations of the Company or any action at Company Subsidiary under any time that caused Environmental and Safety Requirements. The term "Environmental and Safety Requirements" means any federal, state and local laws, statutes, regulations or contributed other requirements relating to the release protection, preservation or disposal conservation of any industrial solvent containing PCE (CAS Number 127-18-4)the environment or worker health and safety, TCE (CAS Number 79-01-6), all as amended or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effectreauthorized. The DII Contract has not been modifiedterm "Hazardous Materials" means "hazardous substances," as defined by the Comprehensive Environmental Response, supplemented or amended Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., "hazardous wastes," as defined by the Resource Conservation Recovery Act, 42 U.S.C. Section 6901 et seq., asbestos in any way that would impact Raytheon’s obligationsform or condition, includingpolychlorinated biphenyls and any other material, without limitation, the indemnification substance or waste to which liability or standards of conduct may be imposed under any Environmental and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)Safety Requirement.

Environmental Matters. (a) Except as set forth in Schedule 3.18 of the Company Disclosure Schedules have not had and except as would not reasonably be expected to have have, individually or in the aggregate, a Peabody Material Adverse Effect on the Company, to the Knowledge of the Company, Effect: (ia) the Company has transportedPeabody Contributed Assets and the Peabody Business are, storedand since January 1, and/or disposed of any Hazardous Materials handled by the Company 2016 have been, operated in compliance with all applicable Environmental LawsLaws and Environmental Permits, and since January 1, 2016 neither Peabody nor any of its Affiliates has received any (i) written communication from a Governmental Authority or other Person that alleges that the operation of the Peabody Contributed Assets or the Peabody Business is in violation of any Environmental Law or any Environmental Permit or (ii) written request for information from any Governmental Authority relating to the Company has operated its business with all Permits required under Peabody Contributed Assets or the Peabody Business pursuant to any Environmental Law, (iii) Law that is outstanding or unresolved that could form the Company has not received any written notice basis of any Proceeding Liability to Peabody or Order concerning any of its Affiliates under any Environmental Condition Law or Environmental ClaimPermit; (i) Peabody and its Affiliates possess all Environmental Permits necessary for the ownership and operation of the Peabody Contributed Assets and the operation and conduct of the Peabody Business; (ii) each such Environmental Permit is valid and in full force and effect, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no not subject to any pending or, to the Knowledge of Peabody, threatened Proceeding to revoke, cancel, suspend or declare such Environmental Permit invalid in any respect; and (iii) the Company, Threatened civil Peabody Business is not being conducted in a manner that violates any of the terms or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to conditions under which any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer).Environmental Permit was granted; (c) The Company has made available there is no (i) Order of any Governmental Authority against or binding upon any of the Peabody Contributed Assets or Peabody or any of its Affiliates or (ii) Proceeding pending or, to the BuyerKnowledge of Peabody, prior threatened against Peabody or any of its Affiliates before any Governmental Authority, in each case, relating to the execution of this Agreement, true, correct Peabody Business and complete copies of all environmental reports, studies, investigations and audits, whether complete arising under or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain relating to the Leased Real Property or the Owned Real Property.Environmental Laws; (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 20072016, no such tanks all Hazardous Materials have been closedgenerated, removed used, handled, transported, disposed of, treated or taken out of service stored on or from any such facilities.the Peabody Properties in compliance with all applicable Environmental Laws; (e) Neither the Company nor its corporate predecessors there has been no Release of, or Affiliates took exposure to, any action at Hazardous Materials at, in, under or migrating to or from any time that caused or contributed Peabody Property (or, to the release or disposal extent relating to the Peabody Business, any other location) that could reasonably be expected to form the basis of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6)Environmental Claim against Peabody or any of its Affiliates or against any Person whose Liabilities for such Environmental Claim Peabody or any of its Affiliates has, or its degradation productsmay have, atretained or assumed, on, either contractually or under the Santa Xxxxxxx Property.by operation of Law; and (f) The Deposit Receipt neither Peabody nor any of its Affiliates has retained or assumed, either contractually or by operation of Law, any Liabilities or obligation (including any obligation for Reclamation and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”Mine Closure) is in full force and effect. The DII Contract has not been modified, supplemented of any other Person relating to the Peabody Contributed Assets that could reasonably be expected to form the basis of any Environmental Claim against Peabody or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)its Affiliates.

Environmental Matters. (a) Except as set forth in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to Environmental Matters Schedule: (a) The Company and its Subsidiaries are and for the Knowledge of the Company, last five (i5) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company years have been in material compliance with all Environmental Laws, . (iib) Neither the Company nor any of its Subsidiaries has operated received any notice, report, order, directive or other information from any Governmental Body or any other Person regarding any actual or alleged material violation of or material Liability or material investigatory, corrective or remedial obligation under Environmental Laws. (c) Neither the Company nor any of its business Subsidiaries is subject to any current or, to the Sellers’ knowledge, threatened, claim, order, directive, action, suit, proceeding or complaint asserting a material remedial obligation or Liability under, or material violation of, Environmental Laws. (d) The Company and its Subsidiaries have obtained and are and for the last five (5) years have been in material compliance with all Permits required under Environmental Law, (iii) the Company has not received any written notice Laws for their operations or their occupancy of any Proceeding currently or Order concerning any Environmental Condition formerly owned, leased or Environmental Claimoperated real property, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by including the Company real property listed on the Leased Real Property or Schedule and the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesSchedule. (e) Neither The Company and its Subsidiaries, and their respective predecessors and Affiliates, have not treated, stored, transported, handled, disposed, arranged for or permitted the disposal of, released, exposed any Person to, or owned or operated any property or facility that is or has been contaminated by, any Hazardous Materials, in each case so as to give rise to any material Liability to the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or Subsidiaries under the Santa Xxxxxxx PropertyEnvironmental Laws. (f) The Deposit Receipt Company and Real Estate Purchase Contract between Digital Instrumentsits Subsidiaries, Inc. and Raytheon Companytheir respective predecessors and Affiliates, dated December 20have not designed, 1996 manufactured, sold, marketed, distributed, or installed any products or other items containing Hazardous Materials, in each case in a manner which has given, or would reasonably be expected to give, rise to any material Liability under Environmental Laws with respect to the exposure to such products or items. (“DII Contract”g) is The Company and its Subsidiaries have not assumed, undertaken, provided an indemnity with respect to or otherwise become subject to the material Liability of any other Person under Environmental Laws. (h) The Sellers and the Company have made available to the Purchaser all documents materially bearing upon environmental, health or safety matters relating to the Company and its Subsidiaries or their respective predecessors or Affiliates, in full force and effect. The DII Contract has not been modified, supplemented each case in their possession or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)control.

Environmental Matters. (a) Except as set forth The Company has made available to Buyer prior to the date of this Agreement, all material written environmental reports which are in Schedule the possession or control of the Company that relate to operations at any of the facilities or properties of the Company, all of which reports are listed on Section 3.18 of the Company Disclosure Schedules Schedule. Except as specifically set forth on Section 3.18 of the Company Disclosure Schedule: (a) The Company is, and except has been for the past five (5) years, in compliance in all material respects with all applicable Environmental Laws and has obtained and is in compliance in all material respects with all Permits required under any Environmental Law for the operation of its business as would presently conducted. Such Permits are valid and in full force and effect. (b) The Company has not reasonably received any written claim, written notice, demand letter or request for information alleging that the Company may be expected to in material violation of, or have a Material Adverse Effect on the Companyany unpaid material Liability under, any Environmental Law, and, to the Knowledge of the Company, there are no facts or conditions which would reasonably be expected to result in such Liability. (ic) The Company is not subject to any outstanding written Governmental Order, decree or injunction or other arrangement with any Governmental Authority, or to any written indemnity or other written agreement with any third party, pursuant to which the Company has transportedany unpaid material Liability under any Environmental Law or with respect to Hazardous Material. (d) None of the Leased Real Property is listed or, storedto the Knowledge of the Company, and/or disposed proposed for listing on the National Priorities List pursuant to CERCLA, or listed on the Comprehensive Environmental Response Compensation Liability Information System List (as defined in CERCLA) or any similar federal, state or foreign list of any sites evidencing material levels of Hazardous Materials handled contamination of such Leased Real Property requiring investigation or remediation. (e) No Encumbrance has been recorded against any of the Leased Real Property by any Governmental Authority pursuant to any Environmental Law. (f) There have been no Releases of Hazardous Materials by the Company in compliance with all Environmental Lawson, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding into or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on from the Leased Real Property or on, into or from any real property currently or formerly owned, leased or operated by the Owned Company, and to the Knowledge of the Company, during any other Persons’ use, ownership or operation of the Leased Real Property, in an amount or manner that requires any reporting, investigation or remediation pursuant to any Environmental Laws or which could reasonably be expected to result in a material Liability of the Company under any Environmental Law. To the Knowledge of the Company, none of the Leased Real Property contains any damaged friable asbestos-containing materials or underground storage tanks. (g) The Company has no unpaid material Liability under any Environmental Law arising out of any Hazardous Material contamination at any location to or at which any Hazardous Material has been transported or disposed of by, or on behalf of, the Company, and, to the Knowledge of the Company, there are no facts or conditions which would reasonably be expected to result in such Liability. (h) There is are no civil, criminal or administrative actions, suits, hearings or proceedings, and no written notices of violation pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, threatened against the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)under Environmental Laws. (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 Section 4.16 of the Company Disclosure Schedules Schedules: (a) Each Company Entity is currently in compliance, in all material respects, with all Environmental Laws (including obtaining any Environmental Permits required for its operations) and except as would has not reasonably be expected to have a Material Adverse Effect on the Companyreceived from any Person any: (i) Environmental Claim (and, to the Knowledge of the Company’s Knowledge, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all no such Environmental Laws, Claim is threatened); or (ii) the Company has operated its business with all Permits required under written request for information pursuant to Environmental Law, (iii) the Company has not received any written notice of any Proceeding which, in each case, either remains pending or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Companyunresolved. (b) To the Company’s Knowledge, there have been no Releases of real property currently owned or leased by any Hazardous Materials into Company Entity is listed on the Environment by National Priorities List under the CompanyComprehensive Environmental Response, orCompensation, with respect to and Liability Act, or any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)similar state list. (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at To the Company’s request within Knowledge, there has been no Release of Hazardous Substances in contravention of Environmental Law with respect to the Business at any Company Entity or on any real property currently owned or leased by any Company Entity, and in the past year three (3) years, no Company Entity has received a written notice that any real property currently or formerly owned, operated or leased in connection with the Business (including soils, groundwater, surface water, buildings and that pertain other structure located on any such real property) has been contaminated with any Hazardous Substance; in each case, which would reasonably be expected to the Leased Real Property result in an Environmental Claim against, or the Owned Real Propertya violation of Environmental Law or term of any Environmental Permit by, any Company Entity. (d) To the Knowledge Company’s Knowledge, (i) no Company Entity owns or operates any active or abandoned aboveground or underground storage tanks in violation in any material respect of any applicable Environmental Law; (ii) none of the Company Entities uses any off-site Hazardous Substance treatment, storage or disposal facilities or locations in violation of, or reasonably likely to result in liability under, any applicable Environmental Law; and (iii) none of the SellerCompany Entities possess any environmental reports, there are no underground fuel studies, audits, sampling data, site assessments or underground tanks for storage any other similar documents pertaining to any of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesLeased Real Property. (e) Neither the No Company nor its corporate predecessors Entity has retained or Affiliates took any action at any time that caused or contributed assumed, by contract or, to the release Company’s Knowledge, operation of Law, any ongoing material liabilities or disposal obligations of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or third parties under the Santa Xxxxxxx PropertyEnvironmental Law. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 Each of the Company Disclosure Schedules Acquired Entities is, and except as has been since January 1, 2015, in compliance in all material respects with Environmental Laws. (b) The Acquired Entities have not Released Hazardous Materials at the Leased Real Property nor, to Seller’s Knowledge, at any former property or third-party property, nor, to Seller’s Knowledge, has any third party Released Hazardous Materials at any Leased Real Property, whereby such Hazardous Material would not reasonably be expected to have a Material Adverse Effect on require an Acquired Entity to conduct or fund material remediation of the CompanyHazardous Materials or result in an Acquired Entity becoming subject to any other material obligation or liability pursuant to Environmental Law. (c) No Acquired Entity nor to Seller’s Knowledge, any Leased Real Property to the Knowledge extent it would affect the operations of the Companyan Acquired Entity, (i) the Company has transportedis subject to an Order or any pending and unresolved material written notice, storedmaterial request for information, and/or disposed or material complaint of a Governmental Authority, concerning any environmental matters or conditions, any actual or suspected presence or Release of Hazardous Materials or any requirement to conduct remediation of any Hazardous Materials handled by at any location. (d) Each of the Company Acquired Entities holds and is, and has been since January 1, 2015, in compliance with in all Environmental Laws, (ii) the Company has operated its business material respects with all Permits required under Environmental Law, Laws (iii“Environmental Permits”) in connection with the Company has not received any written notice operation of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, the business as currently conducted and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation the operation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. No Action is pending or, to the Seller’s Knowledge, threatened in writing to revoke, suspend, cancel or adversely modify any material Environmental Permit. The transactions contemplated by this Agreement will not result in or trigger the termination, revocation or right of termination or cancellation of any Environmental Permits. (e) There is are no pending or, to Seller’s Knowledge, threatened in writing Proceedings against or affecting the Knowledge of the CompanyAcquired Entities pursuant to or under Environmental Laws, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating and to any violation of Environmental Law involving the Company. (b) To the CompanySeller’s Knowledge, there have been are no Releases facts, circumstances or conditions that could be reasonably expected to form the basis of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)Proceedings or other material obligation or liability under Environmental Laws. (cf) Except for any Real Property Leases, no Acquired Entity has assumed or retained by contract any liabilities or other obligations under Environmental Law. (g) The Company Seller has made available provided to the Buyer, prior to the execution of this Agreement, true, correct Buyer true and complete copies of all environmental reports, studies, investigations and audits, whether complete material reports with respect to the Acquired Entities or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property and Hazardous Materials or the Owned Real Propertycompliance with Environmental Laws that are in its possession and control. (dh) To Notwithstanding any other provision of this Agreement, this Section 2.15 contains the Knowledge sole and exclusive representations and warranties of the Company and the SellerSeller with respect to Environmental Laws, there are no underground fuel Environmental Permits, Releases of Hazardous Materials or underground tanks for storage of any materials of other environmental concern at any property currently owned, operated or leased by the Companymatter, and since January 1, 2007, no such tanks have been closed, removed other statement in this Agreement or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligationsother Transaction Document or information delivered or given to or received by or on behalf of Buyer shall be deemed to be a representation or warranty relating to Environmental Law, includingEnvironmental Permits, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 Releases of the DII Contract (herein “Raytheon Indemnity”)Hazardous Materials or any other environmental matters.

Environmental Matters. (a) Except as set forth would not, individually or in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to aggregate, have a Material Adverse Effect on the Company, to the Knowledge of the CompanyEffect, (ia) the Company and each of its Subsidiaries is, and has transportedbeen since January 1, stored2022, and/or disposed of any Hazardous Materials handled by the Company in compliance with all applicable Laws relating to pollution or the protection of the environment, natural resources or, as it relates to releases of or exposure to hazardous materials, human health (“Environmental Laws”), (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) and the Company has not received any written notice since January 1, 2022 alleging that the Company or any of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions its Subsidiaries is in violation of or has any liability under any Environmental Law, (b) the Company and each of its Subsidiaries possess and are, and have been since January 1, 2022 in compliance with all Permits required under Environmental Laws for the operation of their respective businesses, (c) there is no Action under or pursuant to any Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There that is no pending or, to the Knowledge of the Company, Threatened civil threatened in writing against the Company or criminal litigationany of its Subsidiaries, written notice (d) neither the Company nor any of violation, inquiry or information request its Subsidiaries is subject to any Judgment imposed by any Governmental BodyAuthority under which there are uncompleted, relating outstanding or unresolved obligations on the part of the Company or its Subsidiaries arising under Environmental Laws, (e) neither the Company nor any of its Subsidiaries is conducting or funding any investigation, cleanup or other remedial activities pursuant to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases Laws as a result of any Hazardous Materials into the Environment by the Companyrelease, orspill or disposal of any hazardous or toxic substances at, with respect to in, under or from any such Releases of Hazardous Materialsreal property owned, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete leased or incomplete, that were conducted used by the Company or at the Company’s request within the past year any of its Subsidiaries and that pertain (f) to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the SellerCompany, there are has been no underground fuel release of or underground tanks for storage of any materials of environmental concern exposure to hazardous substances at any property currently owned, operated location that has resulted or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed would reasonably be expected to result in an obligation to conduct investigative or taken out of service from any such facilities. (e) Neither remedial activities under Environmental Law or a Claim arising under or relating to Environmental Law to which the Company nor or any of its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx PropertySubsidiaries is subject. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth would not, individually or in Schedule 3.18 of the Company Disclosure Schedules and except as would not aggregate, reasonably be expected to materially adversely impact Park and the Park Subsidiaries, taken as a whole: (a) Park and the Park Subsidiaries are and, except for matters that have a Material Adverse Effect on the Companybeen fully resolved, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company have been in compliance with all Environmental Laws. (b) (i) Park and the Park Subsidiaries have been duly issued, and maintain all Environmental Permits necessary to operate the business of Park and the Park Subsidiaries as currently operated and (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding no action or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There proceeding is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the CompanyPark’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Companythreatened to revoke, ormodify, with respect to suspend or terminate any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)Environmental Permit. (c) The Company None of Park and the Park Subsidiaries have received as of the date hereof any notice, demand, letter, citation, summons, complaint, penalty or claim (i) alleging that Park or any such Park Subsidiary is in violation of, or liable under, any Environmental Law or with respect to Hazardous Materials, (ii) that Park or any Park Subsidiary is obligated to conduct investigations or clean-up activities under Environmental Law or with respect to Hazardous Materials or (iii) that any judicial, administrative or compliance order has been issued against the Park or any Park Subsidiary, in each case which remains unresolved. There is no litigation, governmental request for information or other proceeding pending, or, to Park’s Knowledge, threatened against the Park or any Park Subsidiary under any applicable Environmental Law or with respect to Hazardous Materials and to Park’s Knowledge, none of the Park or any Park Subsidiary has any liability or obligation under any Environmental Laws or with respect to Hazardous Materials. (d) There have been no Releases at, on, under or from any real property currently or formerly owned, operated, or leased by Park or any Park Subsidiary, and neither the Park nor any Park Subsidiary has arranged by contract for the disposal, transportation or treatment of Hazardous Materials at any location, in either case, such that Park or the Park Subsidiaries would reasonably be expected to incur liability. (e) Park has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete Company copies of all environmental Phase I reports and all other material reports, studiesassessments, investigations and audits, whether complete studies prepared by Park or incomplete, any Park Subsidiary and in Park’s or any Park Subsidiary’s possession or under its control that were conducted by the Company relate to Park’s or at the Companyany Park Subsidiary’s request within the past year and that pertain to the Leased Real Property compliance with Environmental Laws or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage environmental condition of any materials of environmental concern at any real property currently or formerly owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed Park or taken out of service from any such facilitiesPark Subsidiary. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 the Company Disclosure Schedule: Section 3.14.1 The Company and each Company Subsidiary is in material compliance with applicable Environmental Laws, and holds all Environmental Permits necessary to conduct their current operations and is in material compliance with their respective Environmental Permits. All such Environmental Permits are listed on the Company Disclosure Schedule. Section 3.14.2 None of the Company Disclosure Schedules and except as would not reasonably be expected or any Company Subsidiary has received any written notice, demand, letter, claim or request for information alleging that the Company or any Company Subsidiary is in violation of, or liable under, any Environmental Law. Section 3.14.3 None of the Company or any Company Subsidiary has entered into or agreed to have a Material Adverse Effect on any consent decree or order or is subject to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the Companyinvestigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials and, to the Knowledge knowledge of the Company, (i) no investigation, litigation or other proceeding is pending or threatened in writing with respect thereto. Section 3.14.4 The Company and the Company has transported, stored, and/or disposed of Subsidiaries do not have any Hazardous Materials handled by the Company in compliance with all material Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending orLiabilities and, to the Knowledge knowledge of the Company, Threatened civil no facts, circumstances or criminal litigationconditions relating to, written notice of violationarising from, inquiry associated with or information request by attributable to (i) any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any real property currently or formerly owned, operated or leased by the Company or the Company Subsidiaries or operations thereon or (ii) any person whose liability the Company or any of the Company Subsidiaries has or may have retained or assumed either contractually or by operation of law would reasonably be expected to result in material Environmental Liabilities to the Company or any Company Subsidiary. Section 3.14.5 To the knowledge of the Company, and since January 1with respect to any real property currently or formerly owned or leased, 2007as the case may be, no such tanks by the Company or the Company Subsidiaries, there have been closed, removed no releases of Hazardous Materials that have or taken out of service from any such facilitiesare reasonably likely to result in material Environmental Liabilities against the Company or the Company Subsidiaries. (e) Neither Section 3.14.6 As used in this Agreement, the term “Environmental Liabilities” with respect to any Person means any and all liabilities of or relating to such Person or any of the Company nor its corporate predecessors Subsidiaries (including any entity which is, in whole or Affiliates took in part, a predecessor of such Person or any action at any time that caused of such Subsidiaries), whether vested or contributed unvested, contingent or fixed, including contractual, which (i) arise under applicable Environmental Laws or with respect to Hazardous Materials and (ii) relate to actions occurring or conditions existing on or prior to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx PropertyClosing Date. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth as, individually or in Schedule 3.18 the aggregate, could not reasonably be expected to result in a Material Adverse Effect: (i) The Companies and their businesses, operations and Real Property are in compliance with, and the Companies have no liability under, any applicable Environmental Law; 84 (ii) The Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, all such Environmental Permits are valid and in good standing; (iii) There has been no Release or threatened Release of Hazardous Material on, at, under or from any Real Property or facility presently or formerly owned, leased or operated by the Companies or their predecessors in interest that could reasonably be expected to result in 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 against the Companies, or relating to the Real Property currently or formerly owned, leased or operated by the Companies or their predecessors in interest or relating to the operations of the Companies, and, to the best knowledge of the Loan Parties after due inquiry, there are no actions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Claim; (v) No Lien has been recorded or, to the knowledge of any Company, threatened under any Environmental Law with respect to any Real Property or other assets of the Companies; (vi) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Schedules and except Requirements or any other applicable Environmental Law; and (vii) 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. (b) As of the Closing Date: (i) Except as would could not reasonably be expected to have a Material Adverse Effect on the CompanyEffect, no Company is obligated to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of perform any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required action or otherwise incur any expense under Environmental LawLaw pursuant to any order, (iii) the decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Company has not received is conducting or financing any written notice of any Proceeding or Order concerning Response pursuant to any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property.any other location; and (dii) To the Knowledge of the Company and the Seller, there are no underground fuel No Real Property or underground tanks for storage of any materials of environmental concern at any property currently facility owned, operated or leased by the CompanyCompanies and, and since January 1, 2007to the knowledge of the Companies, no such tanks have been closedReal Property or facility formerly owned, removed operated or taken out leased by the Companies or any of service from their predecessors in interest is (i) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar publicly available list maintained by any Governmental Authority including any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed list relating to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effectpetroleum. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).85

Environmental Matters. (a) Except as set forth in Schedule 3.18 Sellers have not received since January 1, 2000 any written or oral notice of violation, information request, demand or claim of liability or potential liability related to the Company Disclosure Schedules Sold Business or the Purchased Assets under or pursuant to any Environmental Law from any Governmental Authority, which notice, request, demand or claim has not been fully corrected and except as would resolved (including the payment of any fines or penalties); (b) Since January 1, 2000, no notice under applicable Environmental Laws reporting the release of any Hazardous Substance into the environment has been filed by Sellers with respect to the Sold Business or the Purchased Assets and no such notice has been required to be filed, by or on behalf of Sellers related to the Sold Business or the Purchased Assets; (c) Sellers have not reasonably be expected received any oral or written notice from any Governmental Authority or other Person alleging that any Seller, with respect to have the Sold Business Real Property, is a Material Adverse Effect on responsible party under the CompanyComprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. (“CERCLA”), any state superfund Laws or comparable Laws relating to Remediation; (d) Neither Sellers, the Sold Business nor, to the Knowledge of the CompanySellers, (i) the Company any other Person has transportedManaged, stored, and/or Released or disposed of any Hazardous Materials handled by Substances on, in, under or from the Company Sold Business Real Property in an amount or concentration that would create a legal duty on Sellers, the Sold Business or any purchaser of the Sold Business to perform or be liable for any Remediation and none of the Sellers with respect to the Sold Business or the Purchased Assets has assumed any obligations or liabilities of any other Person arising under any Environmental Law; (e) With respect to the Purchased Assets and the operation of the Sold Business, Sellers and the Sold Business (i) are in material compliance with Environmental Laws, and (ii) have obtained, maintain in full force and effect and are in material compliance with all Environmental Lawspermits, (ii) the Company has operated its business with all Permits licenses, certificates and approvals required under Environmental LawLaw with respect to the Sold Business or the Purchased Assets (and all such permits, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claimlicenses, certificates and approvals are listed on Schedule 4.6), and (iv) no asbestosactions are pending, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the CompanySellers, Threatened civil threatened to revoke, cancel, terminate, restrict or criminal litigationmodify any such permits, written notice of violationlicenses, inquiry certificates or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company.approvals; (bf) To the Company’s Knowledge of Sellers there are not and have not been, any underground storage tanks, asbestos-containing materials in any form or condition, polychlorinated biphenyls in electrical equipment, landfills, impoundments or waste disposal areas at any of the Sold Business Real Property; (g) Attached as Schedule 4.12(g) is a listing of all reports, studies, analyses, tests and monitoring results related to the environmental condition of the Sold Business and the Purchased Assets (including without limitation, Phase I and Phase II investigation reports) of which Sellers have Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer).Buyers; and (ch) The Company has made available to Neither Seller nor the BuyerSold Business: (i) have ever manufactured, prior to produced, repaired, installed, sold, conveyed or otherwise put into the execution stream of this Agreementcommerce any product, truemerchandise, correct and complete copies manufactured good, part, component or other item comprised of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by containing asbestos; or (ii) have been the Company subject of any claims or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge litigation arising out of the Company and the Seller, there are no underground fuel alleged exposure to asbestos or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesasbestos-containing material. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company, (a) the properties, operations and activities of the Company and its Subsidiaries are in compliance with all applicable Environmental Laws and all past noncompliance of the Company or any of its Subsidiaries with any Environmental Laws or Environmental Permits that has been resolved with any Governmental Authority has been resolved without any pending, ongoing or future obligation, cost or liability, and, to the Knowledge of the Company, since January 1, 2012, there has been no other past noncompliance of the Company or any of the Company’s Subsidiaries with any Environmental Laws or Environmental Permits; (ib) the Company has transported, stored, and/or disposed and its Subsidiaries and the properties and operations of any Hazardous Materials handled by the Company in compliance with all Environmental Lawsand its Subsidiaries are not subject to any existing, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil threatened Action by or criminal litigation, written notice of violation, inquiry or information request by before any Governmental Body, relating to Authority under any violation of Environmental Law involving the Company. or regarding any Hazardous Materials; (bc) To the Company’s Knowledge, there have has been no Releases release of any Hazardous Materials by the Company or its Subsidiaries into the Environment by environment and, to the Knowledge of the Company, orthere has been no release of any Hazardous Materials in connection with the properties or operations of the Company or its Subsidiaries; (d) to the Knowledge of the Company, with respect there has been no exposure of any person or property to any such Releases Hazardous Materials in connection with the properties, operations and activities of the Company or its Subsidiaries; and (e) as of the date of this Agreement, the Company and its Subsidiaries have made available to Parent any internal or external environmental audits and reports (in each case relevant to the Company or any of its Subsidiaries) prepared since January 1, 2012. The term “Environmental Laws” means all federal, state, local or foreign laws, including common law, relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, or industrial, toxic or hazardous substances or wastes or terms of similar meaning (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, management, treatment, storage, disposal, transport or handling of Hazardous Materials, the Company has given as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder. “Environmental Permit” means any permit, approval, identification number, license or other authorization required notices under or issued pursuant to Governmental Bodies (copies of which have been made available to the Buyer)any applicable Environmental Law. (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 of With respect to environmental matters, the Company Disclosure Schedules following are true and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, correct: (i) No part of the Leased Real Property has ever been used by the Company has transportedor any Seller or, storedto Sellers' knowledge, by any previous owners and/or disposed operators of the Leased Real Property (i) for generating, manufacturing, refining, treating, storing, processing, releasing or disposing of any Hazardous Materials handled by the Company in compliance with all Environmental LawsSubstances, (ii) the Company has operated its business with all Permits required under Environmental Lawas a landfill, dump or Hazardous Substances disposal or storage facility, (iii) the Company has not received any written notice of any Proceeding as a facility for industrial, military or Order concerning any Environmental Condition manufacturing purposes, or Environmental Claim, and (iv) no asbestosas a gasoline service station, polychlorinated biphenyls automobile repair shop or urea formaldehyde in amounts for the handling or conditions in violation storage of Environmental Law has petroleum or petroleum products. (ii) No Hazardous Substances have been placed, stored or located Released by the Company or any Seller, or, to Sellers' knowledge, by any third party, on, at or under any part of the Leased Real Property and, to Sellers' knowledge, no Environmental Condition exists on the Leased Real Property or with respect to any activities conducted at the Owned Leased Real Property or with respect to premises adjacent to the Leased Real Property, which threatens to contaminate the Leased Real Property or which may give rise to any Regulatory Action or Environmental Liability. (iii) The Leased Real Property is not included or, to Sellers' knowledge, proposed to be included on the United States Environmental Protection Agency's National Priorities List issued pursuant to CERCLA or any other list maintained by any Governmental Body concerning sites on or from which there is or has been any Contamination or a Release or threatened Release of any Hazardous Substances. (iv) The Leased Real Property and all structures and operations on the Leased Real Property are presently, and, to Sellers' knowledge, have been at all times in the past, in full compliance with all applicable Environmental Laws. All Permits required by any Environmental Laws in connection with the Company or any Seller, the Leased Real Property and the Business have been obtained, are in full force and effect and have not been violated. (v) There is no pending or, to Sellers' knowledge, threatened Claim, including without limitation Regulatory Actions, or Environmental Liability, or, to Sellers' knowledge, any existing condition or basis which may give rise to any such Claim or Environmental Liability, or which, to Sellers' knowledge, may otherwise result in the Knowledge imposition of a Lien or forfeiture of the CompanyLeased Real Property, Threatened civil or criminal litigationotherwise prohibit, written restrict or materially interfere with its use as presently conducted. (vi) No Environmental Law requires any environmental testing, cleanup, removal or work, repairs, construction or expenditures with respect to any part of the Leased Real Property or activities conducted at the Leased Real Property and neither the Company nor any Seller has received any notice of violationany such requirement. (vii) No underground storage tanks presently exist or, inquiry to Sellers' knowledge, have ever existed at the Leased Real Property. (viii) No part of the Leased Real Property (and neither the Company nor any Seller has received written documentation stating or information request by indicating that any Governmental Body, relating to any violation part of Environmental Law involving the CompanyLeased Real Property) is wetlands or in a flood plain. (b) To the Company’s Knowledge, there have been no Releases Each Seller's representations and warranties in this Section 2.22 are based upon its respective investigations of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from Buyer is entitled to rely thereon notwithstanding any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), independent investigations by Buyer or its degradation products, at, on, or under the Santa Xxxxxxx PropertyRepresentatives. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. The representations and warranties contained in this Section 3.16 are the sole and exclusive representations and warranties of Seller pertaining or relating to any environmental, health or safety matters, including any arising under any Environmental Laws. (a) Except as set forth in Schedule 3.18 The operations of the Company Disclosure Schedules Business are, and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of Seller, have during the Companypast five (5) years been, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all applicable Environmental Laws, (ii) the Company has operated its business which compliance includes obtaining, maintaining and complying with all any Material Permits required under all applicable Environmental Law, Laws necessary to operate its business (iii“Environmental Permits”) the Company has except where any non-compliance would not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, be material to the Knowledge of the Company, Threatened civil Business or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Companywould not result in a material Liability for Buyer. (b) To Seller is not subject to any pending, or to the Company’s KnowledgeKnowledge of Seller, there have been no Releases of any Hazardous Materials into the Environment by the Company, orthreatened claim alleging, with respect to the operations of the Business, that Seller may be in violation of any such Releases of Hazardous MaterialsEnvironmental Law or any Environmental Permit or may have any Liability under any Environmental Law, the Company has given all required notices to Governmental Bodies (copies of which have been made available except as would not be material to the Business or would not result in a material Liability for Buyer). (c) The Company has made available to To the BuyerKnowledge of Seller, prior to there are no pending or threatened investigations involving the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property Business or the Owned Real PropertyProperty or IDB-Leased Real Property under Environmental Laws, which would reasonably be expected to result in Seller incurring any Liability pursuant to any Environmental Law, except as would not be material to the Business or would not result in a material Liability for Buyer. (d) To the Knowledge of Seller, no Hazardous Substances generated in the Company operations of the Business have been sent, transferred, transported to, treated, stored, or disposed of at any property that requires investigation or clean-up, including any site listed or proposed for listing on the National Priority List promulgated pursuant to CERCLA or to any site listed on any state list of sites requiring or recommended for investigation or clean-up. (e) Seller has made available to Buyer copies of all material written and final reports, studies, audits, and site assessments in its possession provided or produced since January 1, 2012 reflecting the environmental conditions of the soil, surface water and groundwater underlying the Owned Real Property and the IDB-Leased Real Property and any unresolved notices of noncompliance with Environmental Laws, to the extent in its possession, custody or control or previously issued to Seller relating to the Business or Purchased Assets. (f) To the Knowledge of Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently ownedexisting conditions in, operated or leased by the Companyon, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation productsunder, at, onor migrating from the Owned Real Property, the IDB-Leased Real Property, or under property in the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 vicinity of the DII Contract (herein “Raytheon Indemnity”)Owned Real Property or the IDB-Leased Real Property relating to or resulting from the presence, migration, or Release of Hazardous Substances on or from the Owned Real Property or the IDB-Leased Real Property on or prior to the Closing Date at concentrations in soil, groundwater or other environmental media such that the failure to remove or remediate such conditions would constitute a violation of or non-compliance with Environmental Law.

Environmental Matters. (ai) Except as set forth described in Schedule 3.18 Section 3.3(p) of the Company its Disclosure Schedules Schedule, MFC and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge each of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company MFC Subsidiaries are in substantial compliance with all Environmental LawsLaws (as defined herein). Neither MFC nor any of the MFC Subsidiaries has received any communication alleging that MFC or such MFC Subsidiary is not in such compliance, and, to its Knowledge, there are no present circumstances that would prevent or interfere with the continuation of such compliance. (ii) Neither MFC nor any of the Company MFC Subsidiaries has operated its business received notice of pending, and to their Knowledge there are no threatened, legal, administrative, arbitral or other proceedings, asserting Environmental Claims (as defined herein) or other claims, causes of action or governmental investigations of any nature, seeking to impose, or that could result in the imposition of, any material liability arising under any Environmental Laws upon (A) MFC or such MFC Subsidiary, (B) any person or entity whose liability for any Environmental Claim MFC or any MFC Subsidiary has or may have retained either contractually or by operation of law, (C) any real or personal property owned or leased by MFC or any MFC Subsidiary, or any real or personal property which MFC or any MFC Subsidiary has been, or is, judged to have managed or to have supervised or to have participated in the management of, or (D) any real or personal property in which MFC or a MFC Subsidiary holds a security interest securing a loan recorded on the books of MFC or such MFC Subsidiary. Neither MFC nor any of the MFC Subsidiaries is subject to any agreement, order, judgment, decree or memorandum by or with all Permits required under Environmental Lawany court, governmental authority, regulatory agency or third party imposing any such liability. (iii) With respect to all real and personal property owned or leased by MFC or any of the Company MFC Subsidiaries, or all real and personal property which MFC or any of the MFC Subsidiaries has not received any written notice been, or is, judged to have managed or to have supervised or to have participated in the management of, MFC will promptly provide ANB with access to copies of any Proceeding or Order concerning any Environmental Condition or Environmental Claimenvironmental audits, analyses and surveys that have been prepared relating to such properties (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde a list of which is included in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real PropertyMFC Disclosure Schedule). There is no pending or, to the Knowledge MFC and all of the CompanyMFC Subsidiaries are in compliance in all material respects with all recommendations contained in any such environmental audits, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Companyanalyses and surveys. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (div) To the Knowledge of the Company and the SellerMFC, there are no underground fuel past or underground tanks for storage present actions, activities, circumstances, conditions, events or incidents that could reasonably form the basis of any materials Environmental Claim or other claim or action or governmental investigation that could result in the imposition of environmental concern at any property currently owned, operated liability arising under any Environmental Laws against MFC or leased any of the MFC Subsidiaries or against any person or entity whose liability for any Environmental Claim MFC or any of the MFC Subsidiaries has or may have retained or assumed either contractually or by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out operation of service from any such facilitieslaw. (ev) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal For purposes of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitationthis Agreement, the indemnification and remediation obligations described in Paragraphs 11 and 12 of following terms shall have the DII Contract (herein “Raytheon Indemnity”).following meanings:

Environmental Matters. (a) Except as set forth in Schedule 3.18 Each of the Company Disclosure Schedules and except as would not reasonably be expected its Subsidiaries is and has been at all times prior to have a Material Adverse Effect on the Companydate hereof, in compliance in all material respects with all applicable laws, regulations, common law and other requirements of governmental or regulatory authorities relating to pollution, to the Knowledge protection of the Company, environment or to natural resources (i) “Environmental Laws”). Each of the Company and its Subsidiaries has transportedin effect all material licenses, stored, and/or disposed of any Hazardous Materials handled by the Company permits and other authorizations required under all Environmental Laws and is in compliance in all material respects with all Environmental Lawssuch licenses, permits and authorizations. (iib) the The Company has operated and its business with all Permits required under Environmental Law, (iii) the Company has Subsidiaries have not received any written notice of any Proceeding violation or Order concerning potential liability under any Environmental Condition Laws from any Person or Environmental Claimany Governmental Entity inquiry, and (iv) no asbestosrequest for information, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of demand letter under any Environmental Law has been placed, stored relating to operations or located by properties of the Company on or its Subsidiaries which would be reasonably expected to result in the Leased Real Property Company or any of its Subsidiaries incurring material liability under Environmental Laws. None of the Owned Real Property. There Company or its Subsidiaries is no subject to any orders arising under Environmental Laws nor are there any administrative, civil or criminal actions, suits, proceedings or investigations pending or, to the Knowledge of the Company, Threatened civil threatened, against the Company or criminal litigation, written notice of violation, inquiry or information request by its Subsidiaries under any Governmental Body, relating to any violation of Environmental Law involving which would reasonably be expected to result in the CompanyCompany or any of its Subsidiaries incurring material liability under Environmental Laws. None of the Company or its Subsidiaries has entered into any agreement pursuant to which the Company or its Subsidiaries has assumed or will assume any liability under Environmental Laws, including, without limitation, any obligation for costs of remediation, of any other Person. (bc) To the Knowledge of the Company’s Knowledge, there have has been no Releases release or threatened release of a hazardous substance, hazardous waste, contaminant, pollutant, toxic substance or petroleum and its fractions, the presence of which requires investigation or remediation under any applicable Environmental Law (“Hazardous Materials into Material”), on, at or beneath any of the Environment Company Leased Real Property or other properties currently or previously owned or operated by the Company or its Subsidiaries or any surface waters or groundwaters thereon or thereunder which requires any material disclosure, investigation, cleanup, remediation, monitoring, abatement, deed or use restriction by the Company, or, with respect or which would be expected to give rise to any such Releases of Hazardous Materials, other material liability or damages to the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)or its Subsidiaries under any Environmental Laws. (cd) None of the Company or its Subsidiaries has arranged for the disposal of any Hazardous Material, or transported any Hazardous Material, in a manner that has given, or reasonably would be expected to give, rise to any material liability for any damages or costs of remediation. (e) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete Parent copies of all environmental reports, studies, investigations investigations, reports or assessments concerning the Company, its Subsidiaries, the Company Leased Real Property and audits, whether complete any real property currently or incomplete, that were conducted previously owned or operated by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Propertyits Subsidiaries. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 of the The Company Disclosure Schedules and except as would not reasonably be expected has made available to have a Material Adverse Effect on the Company, Parent all material information which it possesses or controls pertaining to the Knowledge use, generation, storage, handling, treatment or disposal of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled on any real property, used or leased by the Company in compliance with all Environmental Lawsand any sampling and test results obtained, (ii) the Company has operated its business with all Permits required under Environmental Lawsamples, (iii) the Company has not received any written notice of any Proceeding tests and monitoring programs taken or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located conducted by the Company on (or otherwise in its possession or control) at and around any real property used or leased by the Leased Real Property or the Owned Real Property. There is no pending or, Company with respect to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the CompanyHazardous Materials. (b) To The Company has complied with, and the Company’s Knowledge, there have been no Releases of Company and any Hazardous Materials into the Environment real property used or leased by the Company, or, with respect to any such Releases of Hazardous Materialsis in compliance in all material respects with, the Company has given provisions of all required notices to Governmental Bodies (copies of which have been made available to the Buyer)applicable Environmental Laws. (c) The Company has made available to not received any written notice or is otherwise aware of any existing claim or the Buyer, prior to basis for any claim by any Government Entity or any third party that the execution Company or the condition of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete any real properties used or incomplete, that were conducted leased by the Company has violated or at the Company’s request within the past year and that pertain is subject to the Leased Real Property or the Owned Real Propertyliability pursuant to any Environmental Law. (d) To There are no facts, events or conditions with respect to the Knowledge past or present operation of business of the Company and or any environmental conditions at any of the Sellerreal properties used or leased by the Company which could reasonably be expected to interfere with or prevent continued compliance with, or could reasonably be expected to give rise to any action, suit, claim or proceeding under, Environmental Laws. (e) The Company is not subject to any liability, past or present, fixed or contingent under any Environmental Law. (f) To the knowledge of the Company, there are no underground fuel storage tanks on or under the real property used or leased by the Company. (g) To the knowledge of the Company, no underground storage tanks for storage of any materials of environmental concern at any were located on or under the real property currently ownedused or leased by the Company which were removed or filled. (h) The Company has not caused Hazardous Materials to be discharged, operated disbursed, released, stored, treated, generated, disposed of, or allowed to escape on, in, over or under the real property used or leased by the Company, and since January 1and, 2007to the knowledge of the Company, no such tanks have been closedother Person has caused Hazardous Materials to be discharged, removed disbursed, stored, treated, generated or taken out of service from any such facilitiesallowed to escape on, in, over or under the real property used or leased by the Company. (ei) Neither No asbestos or asbestos containing materials have been installed, used, incorporated into, or disposed of on the real property used or leased by the Company, by the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed or, to the release or disposal knowledge of the Company, by any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Propertyother Person. (fj) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon To the knowledge of the Company, dated December 20no PCBs have been located on or in the real property used or leased by the Company, 1996 (“DII Contract”) is whether in full force and effect. The DII Contract has not been modifiedelectrical transformers, supplemented fluorescent light fixtures with ballasts, cooling oils, or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)otherwise.

Environmental Matters. (a) Except as set forth for matters that relate to an Excluded Liability: (i) The CRS Business, the Purchased Real Property and, to Sellers’ Knowledge, the Leased Real Property are in Schedule 3.18 of the Company Disclosure Schedules and compliance with all applicable Environmental Laws except as would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, Effect; (ii) No Selling Entity has received during the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received past five years from any Person any written notice of notice, demand, claim, letter or request for information, relating to any Proceeding alleged violation of, or Order concerning Liability under, any Environmental Condition or Environmental ClaimLaw with respect to the CRS Business, and (iv) no asbestosthe Purchased Real Property, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. Acquired Asset other than those that would not, individually or in the aggregate, have a Material Adverse Effect; (iii) There is are no writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits, proceedings or investigations pending or, to the Knowledge of the CompanySellers’ Knowledge, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Bodythreatened, relating to compliance with or Liability under any violation of Environmental Law involving affecting the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous MaterialsCRS Business, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the BuyerPurchased Real Property, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Acquired Assets, other than those that would not, individually or in the aggregate, have a Material Adverse Effect; and (iv) To Sellers’ Knowledge, there has been no release of Hazardous Materials at any Purchased Real Property or Leased Real Property that has given or is reasonably likely to give rise to any Liability under any Environmental Law for which the CRS Business would incur or share Liability. (b) Notwithstanding any of the other representations in Article IV, the representations in this Section 4.15 constitute the sole representations and warranties with respect to any Environmental Law or any Hazardous Material relating to the CRS Business, the Acquired Assets, the Purchased Real Property and the Leased Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except Enron and each Subsidiary of Enron has been and is in compliance with all applicable orders of any court, governmental authority or arbitration board or tribunal and any applicable law, ordinance, rule, regulation or other legal requirement (including common law) related to human health and the environment ("Environmental Laws") except for such matters as set forth in Schedule 3.18 of the Company Disclosure Schedules do not and except as would are not reasonably be expected likely to have a have, individually or in the aggregate, an Enron Material Adverse Effect on Effect. There are no past or present facts, conditions or circumstances that interfere with the Companyconduct of any of their respective businesses in the manner now conducted or which interfere with continued compliance with any Environmental Law, except for any noncompliance or interference that is not reasonably likely to have, individually or in the Knowledge of aggregate, an Enron Material Adverse Effect. (b) Except for such matters as do not and are not reasonably likely to have, individually or in the Companyaggregate, an Enron Material Adverse Effect, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding no judicial or Order concerning any Environmental Condition administrative proceedings or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no governmental investigations are pending or, to the Knowledge knowledge of Enron, threatened against Enron or its Subsidiaries that allege the Company, Threatened civil violation of or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating seek to impose liability pursuant to any violation Environmental Law, and (ii) there are no past or present facts, conditions or circumstances at, on or arising out of, or otherwise associated with, any current (or, to the knowledge of Enron or its Subsidiaries, former) businesses, assets or properties of Enron or any Subsidiary of Enron, including but not limited to on-site or off-site disposal, release or spill of any material, substance or waste classified, characterized or otherwise regulated as hazardous, toxic or otherwise harmful to human health or the environment under Environmental Laws, including petroleum or petroleum products or byproducts ("Hazardous Materials") which facts, conditions or circumstances violate Environmental Law involving the Company. or are reasonably likely to give rise to (bx) To the Company’s Knowledgecosts, there have been no Releases of expenses, liabilities or obligations for any Hazardous Materials into the Environment by the Companycleanup, orremediation, with respect disposal or corrective action under any Environmental Law, (y) claims arising for personal injury, property damage or damage to any such Releases of Hazardous Materialsnatural resources, the Company has given all required notices to Governmental Bodies or (copies of which have been made available to the Buyer)z) fines, penalties or injunctive relief. (c) The Company Neither Enron nor any of its Subsidiaries has made available (i) received any notice of noncompliance with, violation of, or liability or potential liability under any Environmental Law or (ii) entered into any consent decree or order or is subject to any order of any court or governmental authority or tribunal under any Environmental Law or relating to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage cleanup of any materials of environmental concern at any property currently ownedHazardous Materials, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from except for any such facilitiesmatters as do not and are not reasonably likely to have an Enron Material Adverse Effect. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth as, individually or in Schedule 3.18 the aggregate, could not reasonably be expected to result in a Material Adverse Effect: (i) The Companies and their businesses, operations and Real Property are in compliance with, and the Companies have no liability under, any applicable Environmental Law; (ii) The Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, all such Environmental Permits are valid and in good standing; (iii) There has been no Release or threatened Release of Hazardous Material on, at, under or from any Real Property or facility presently or formerly owned, leased or operated by the Companies or their predecessors in interest that could reasonably be expected to result in 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 against the Companies, or relating to the Real Property currently or formerly owned, leased or operated by the Companies or their predecessors in interest or relating to the operations of the Companies, and, to the best knowledge of the Loan Parties after due inquiry, there are no actions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Claim; (v) No Lien has been recorded or, to the knowledge of any Company, threatened under any Environmental Law with respect to any Real Property or other assets of the Companies; (vi) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Schedules and except Requirements or any other applicable Environmental Law; and (vii) 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. (b) As of the Closing Date: (i) Except as would could not reasonably be expected to have a Material Adverse Effect on the CompanyEffect, no Company is obligated to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of perform any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required action or otherwise incur any expense under Environmental LawLaw pursuant to any order, (iii) the decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Company has not received is conducting or financing any written notice of any Proceeding or Order concerning Response pursuant to any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property.any other location; and (dii) To the Knowledge of the Company and the Seller, there are no underground fuel No Real Property or underground tanks for storage of any materials of environmental concern at any property currently facility owned, operated or leased by the CompanyCompanies and, and since January 1, 2007to the knowledge of the Companies, no such tanks have been closedReal Property or facility formerly owned, removed operated or taken out leased by the Companies or any of service from their predecessors in interest is (i) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar publicly available list maintained by any Governmental Authority including any such facilitieslist relating to petroleum. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth would not, individually or in Schedule 3.18 of the Company Disclosure Schedules and except as would not aggregate, reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect, to the Knowledge and except as disclosed in Section 3.21(a) of the Company, Company Disclosure Schedule: (i) the Company and each Company Subsidiary has transported, stored, and/or disposed of any Hazardous Materials handled by the Company been and is in compliance with all applicable Environmental Laws, including, but not limited to, possessing all permits, authorizations, licenses, exemptions and other governmental authorizations required for its operations under applicable Environmental Laws; (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There there is no pending or, to the Knowledge knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of threatened Environmental Law involving Claim against the Company, any Company Subsidiary or, to the knowledge of the Company, any Person whose liability for Environmental Claims the Company or any Company Subsidiary has assumed or retained by contract or operation of law; (iii) with respect to the Owned Real Property and, to the knowledge of the Company, the Leased Real Property, there have been no spills, discharges, releases or threatened releases (as such term is defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42, U.S.C. 9601, et seq.) of Hazardous Substances on or underneath any of such real property that requires or is likely to require Cleanup under applicable Environmental Laws; (iv) with respect to real property that was formerly owned, leased or operated by the Company or any Company Subsidiary or any of their predecessors in interest, there were no spills, discharges or releases (as such term is defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42, U.S.C. 9601, et seq.) of Hazardous Substances on or underneath any of such real property during or, to the knowledge of the Company, prior to the Company’s or any Company Subsidiary’s ownership or operation of such real property that requires or is likely to require Cleanup under applicable Environmental Laws; and (v) neither the Company nor any Company Subsidiary has disposed or arranged for the disposal of Hazardous Substances at any location that is: (x) listed on the Federal National Priorities List (“NPL”) or identified on the Comprehensive Environmental Response, Compensation, and Liability Information System (“CERCLIS”), each established pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42, U.S.C. 9601, et seq.; (y) listed on any state or foreign list of hazardous waste sites that is analogous to the NPL or CERCLIS; or (z) to the knowledge of the Company, currently undergoing Cleanup actions. (b) To Except as disclosed in Section 3.21(b) of the Company’s KnowledgeCompany Disclosure Schedule, there have been no Releases neither the Company nor any Company Subsidiary has entered into any written agreement or incurred any legal or monetary obligation that may require them to pay to, reimburse, guarantee, pledge, defend, indemnify or hold harmless any Person from or against any liabilities or costs arising out of any Hazardous Materials into or related to the Environment by the Companygeneration, ormanufacture, with respect to any such Releases use, transportation or disposal of Hazardous MaterialsSubstances, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)or otherwise arising in connection with or under Environmental Laws. (c) The Company has made available to following terms shall have the Buyer, prior to following meanings for the execution purposes of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).:

Environmental Matters. (a) Except as set forth in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on Monsanto and except as disclosed in the Company, Monsanto SEC Reports filed prior to the Knowledge date of the Companythis Agreement, (i) the Company has transported, stored, and/or disposed operations of any Hazardous Materials handled by the Company Monsanto and its Subsidiaries have been and are in compliance with all Environmental Laws, Laws and with all licenses required by Environmental Laws (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is there are no pending or, to the Knowledge knowledge of the CompanyMonsanto, Threatened civil threatened, Actions under or criminal litigation, written notice of violation, inquiry pursuant to Environmental Laws against Monsanto or information request by its Subsidiaries or involving any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, real property currently or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyerknowledge of Monsanto, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently formerly owned, operated or leased by Monsanto or its Subsidiaries, (iii) Monsanto and its Subsidiaries are not subject to any Environmental Liabilities and, to the Company, and since January 1, 2007knowledge of Monsanto, no such tanks have been closedfacts, removed circumstances or taken out of service from conditions relating to, arising from, associated with or attributable to any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed real property currently or, to the release knowledge of Monsanto, formerly owned, operated or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), leased by Monsanto or its degradation productsSubsidiaries or operations thereon would reasonably be expected to result in Environmental Liabilities, at(iv) all real property owned and to the knowledge of Monsanto all real property operated or leased by Monsanto or its Subsidiaries is free of contamination from Hazardous Material that would have an adverse effect on human health or the environment and (v) there is not now, nor, to the knowledge of Monsanto, has there been in the past, on, in or under the Santa Xxxxxxx Propertyany real property owned, leased or operated by Monsanto or any of its predecessors (a) any underground storage tanks, regulated pursuant to 40 C.F.R. Part 280 or delegated state programs, dikes or impoundments containing more than a reportable quantity of Hazardous Materials, (b) any friable asbestos-containing materials or (c) any polychlorinated biphenyls. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 The Company and each of the Company Disclosure Schedules its Subsidiaries is currently and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company been in compliance with all Environmental Laws, Laws and has not received from any Person any (i) Environmental Notice or Environmental Claim or (ii) the Company has operated its business with all Permits required under written request for information pursuant to Environmental Law, (iii) which, in each case, either remains pending or unresolved, or is the Company has not received any written notice source of any Proceeding ongoing obligations or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Companyrequirements. (b) To the Company’s Knowledge, there have There has been no Releases Release of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain any of its Subsidiaries in contravention of Environmental Law with respect to the Leased Real Property business or the Owned Real Property. (d) To the Knowledge assets of the Company and the Seller, there are no underground fuel or underground tanks for storage any of its Subsidiaries or any materials of environmental concern at any real property currently or formerly owned, operated or leased by the CompanyCompany or any of its Subsidiaries, and since January 1neither the Company nor any of its Subsidiaries has received an Environmental Notice that any real property currently or formerly owned, 2007operated or leased in connection with the business of the Company or any of its Subsidiaries (including soils, no such tanks have been closedgroundwater, removed or taken out of service from surface water, buildings and other structure located on any such facilitiesreal property) has been contaminated with any Hazardous Material which could reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, the Company or any of its Subsidiaries. (ec) Neither the Company nor any of its corporate predecessors Subsidiaries has retained or Affiliates took assumed, by contract or operation of Law, any action at liabilities or obligations of third parties under any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx PropertyEnvironmental Law. (fd) The Deposit Receipt and Real Estate Purchase Contract between Digital InstrumentsNeither the Company nor any of its Subsidiaries is aware of or reasonably anticipates, Inc. and Raytheon Companyany condition, dated December 20event or circumstance concerning the Release or regulation of Hazardous Materials by the Company or any of its Subsidiaries that might, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modifiedafter the Closing Date, supplemented prevent, impede or amended in any way that would impact Raytheon’s obligationsmaterially increase the costs associated with the ownership, includinglease, without limitationoperation, the indemnification and remediation obligations described in Paragraphs 11 and 12 performance or use of the DII Contract (herein “Raytheon Indemnity”)business or assets of the Company or any of its Subsidiaries as currently carried out.

Environmental Matters. (a) Except as set forth in Schedule 3.18 of The Company and the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental ClaimSubsidiaries, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending orare, to the Knowledge of the Companyand have been, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of in compliance in all material respects with all applicable Environmental Law involving the CompanyLaws and Environmental Permits. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, The Company and the Company has given Subsidiaries possess all material Environmental Permits that are required notices to Governmental Bodies for the operation of their business as presently operated and for the ownership and use of their assets (copies of which have been made available to including the Buyer)Leased Real Property) as presently owned and used. (c) The Company has made available to and the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted Company Subsidiaries have not received any written notices alleging (i) any failure by the Company or at any Company Subsidiaries to comply with any Environmental Law or Environmental Permit, or (ii) any liabilities under any Environmental Law respecting the Company’s request within business of the past year Company and that pertain to the Company Subsidiaries, any Leased Real Property or any other site where Hazardous Materials generated by the Owned Real Propertybusiness of the Company and the Company Subsidiaries were transferred, stored, recycled or disposed of, which in the case of any such notice under clauses (i) and (ii) have not been resolved as of the date of this Agreement. (d) To the Knowledge of the Company, (i) there have been no Releases of Hazardous Materials on, at, from or under the Leased Real Property in an amount or concentration that would reasonably be expected to require the Company or any Company Subsidiaries to perform any notification, investigation, assessment, or Remedial Action or to pay for the cost of any such action under applicable Environmental Law, neither the Company nor any Company Subsidiaries have Released, transported or disposed of Hazardous Materials except in compliance with applicable Environmental Laws, and the Seller(ii) there has been no use, there are no underground fuel generation or underground tanks for storage of any materials Hazardous Material, at, on, onto, under, or from any of environmental concern at any property currently owned, operated or leased the Leased Real Property by the CompanyCompany and its Subsidiaries, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesexcept in compliance with applicable Environmental Laws. (e) Neither the Company nor its corporate predecessors any Company Subsidiaries has agreed in writing to assume or Affiliates took accept responsibility, by contract or otherwise, for any action at any time that caused or contributed to the release or disposal liabilities of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or other Person under the Santa Xxxxxxx PropertyEnvironmental Laws. (f) The Deposit Receipt Neither the Company nor any Company Subsidiaries has entered into or agreed to any Order, and Real Estate Purchase Contract between Digital Instrumentsis not subject to any Order, Inc. relating to compliance with any Environmental Law or to investigate, remove or remediate Hazardous Materials under any Environmental Law which, in each case, remains pending or unresolved or is the source of ongoing and Raytheon Company, dated December 20, 1996 material obligations or requirements. (“DII Contract”g) is in full force There have been no insurance claims made by the Company and effect. The DII Contract has not been modified, supplemented or amended in the Company Subsidiaries with respect to any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)liability under any Environmental Law.

Environmental Matters. (a) Except as set forth in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Companybe material, to the Knowledge as of the Companydate hereof, except as set forth on Section 3.11(a) of the Disclosure Schedules: (i) Since December 31, 2011, no written notice, order, complaint, request for information (from a Governmental Authority), demand or penalty has been received by Sellers in connection with the Company has transported, stored, and/or disposed Business or the Transferred Entities which alleges a violation of or liability under any Hazardous Materials handled by the Company Environmental Law; (ii) Sellers are in possession of and in compliance with all Environmental Laws, (ii) Permits necessary for the Company has operated its business with all Permits required under Environmental Law, operation of the Business; (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There there is no judicial or administrative proceeding pending or, to the Knowledge of Chemtura, threatened by a third party against any Seller in connection with the CompanyBusiness or the Transferred Entities alleging a violation of or liability under any Environmental Law; and the Business since December 31, Threatened civil 2011 has operated and is operated, in compliance with all Environmental Laws; (iv) no Hazardous Substances have been released or criminal litigationdisposed of at, written notice on, under or from any Business Owned Real Property or Business Leased Real Property by the Sellers or the Transferred Entities, or to the Knowledge of violationChemtura, inquiry any other Person or information request by the Sellers or the Transferred Entities at any Governmental Bodyother real property operated by the Business or at disposal sites at which Hazardous Substances were disposed of by the Business, relating except as permitted by or in compliance with Environmental Laws or Environmental Permits; and no Hazardous Substances are present in, on, or under, including the groundwater thereof, any Transferred Real Property and/or real property leased under a Transferred Real Property Lease in violation of or which would reasonably be expected to cause any liability under any Environmental Law; (v) neither the Sellers nor any Transferred Entity is investigating, remediating or monitoring Hazardous Substances at or from any Business Owned Real Property or any Business Leased Real Property or at any other real property operated by the Business or at any disposal sites at which Hazardous Substances were disposed of by the Business, pursuant to any Environmental Law; (vi) there is not located at any of the Business Owned Real Property or any Business Leased Real Property any (i) underground storage tanks containing Hazardous Substances, (ii) asbestos-containing material or (iii) equipment containing polychlorinated biphenyls, which in each case of (i), (ii) or (iii) above, constitutes a violation by Seller or any Transferred Entity of any Environmental Law involving Law; and (vii) the CompanySellers have delivered to Purchaser true and complete copies of all Phase I Environmental Site Assessment reports and other third-party investigations, with respect to the Business, the Business Owned Real Property, the Business Leased Real Property or any Transferred Entity or any real property formerly owned, leased or operated by the Business or any Transferred Entity that are in the possession or control of the Sellers, the Business or any Transferred Entity and which were received in the four years prior to the date hereof. (b) To the Company’s KnowledgeExcept as set forth in this Section 3.11, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, representations or warranties are being made with respect to any such Releases of Hazardous Materials, the Company has given all required notices matters arising under or relating to Governmental Bodies (copies of which have been made available to the Buyer)Environmental Laws. (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. The Company has made available true, correct and complete copies of all material, non-privileged audits, studies, analyses, investigations and sampling reports with respect to the Company or its Subsidiaries that are in its possession relating to Environmental Laws or the Release of, or exposure to, Hazardous Substances. Except (ax) Except as set forth in Schedule 3.18 Section 4.21 of the Company Disclosure Schedules and except Schedule or (y) as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect on the Company, to the Knowledge of the Company, Effect: (ia) the Company has transportedand each Company Subsidiary are, storedand have been since January 1, and/or disposed of any Hazardous Materials handled by the Company 2021, in compliance with all Environmental Laws, ; (iib) the Company has operated its business and each Company Subsidiary possess and are, and have been since January 1, 2021, in compliance with all applicable Environmental Permits, all such Environmental Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claimare valid and in good standing, and no action is pending to revoke any such Environmental Permit; (ivc) there are no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no Claims pending or, to the Knowledge of the Company, Threatened civil threatened in writing against or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, affecting the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The or any Company has made available to the BuyerSubsidiary, prior to the execution of this AgreementOwned Real Property or Leased Real Property or any other real property currently or formerly owned, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete leased or incomplete, that were conducted operated by the Company or at any of Company Subsidiary, and, to the Knowledge of the Company’s request within , there are no facts, circumstances or conditions that could reasonably be expected to form the past year and that pertain to the Leased Real Property or the Owned Real Property.basis of any such Environmental Claims; (d) To the Knowledge of the Company and the Seller, there are has been no underground fuel or underground tanks for storage Release of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation productsHazardous Substance in, at, on, under, or under migrating to or from, Owned Real Property or Leased Real Property, or, to the Santa Xxxxxxx Property.Knowledge of the Company, any real property formerly owned, leased or operated by the Company or any Company Subsidiary or any of their respective predecessors; and (fe) The Deposit Receipt neither the Company nor any Company Subsidiary has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, Released or exposed any Person to, or designed, manufactured, sold, marketed, installed, repaired or distributed products containing, Hazardous Substances except in a manner in compliance with all Environmental Laws and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has as could not been modified, supplemented or amended reasonably be expected to result in any way that would impact Raytheon’s obligations, including, without limitation, Environmental Liability impacting the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)Company or any Company Subsidiary.

Environmental Matters. (a) Except as set forth in Schedule 3.18 During Seller's period of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Companyownership and, to the Knowledge best knowledge of the CompanySeller, (i) the Company during those of its Predecessor, there has transportedbeen no production, storedstorage, and/or disposed treatment, recycling, disposal, use, generation, discharge, release or other handling or disposition of any Hazardous Materials handled kind by the Company in compliance with all Environmental LawsSeller or any such predecessor (collectively, (ii"Handling") the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding toxic or Order concerning any Environmental Condition hazardous wastes, substances, products, pollutants or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases materials of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligationskind, including, without limitation, petroleum and petroleum products and asbestos, or any other wastes, substances, products, pollutants or material regulated under any Environmental Laws (as defined below) (collectively, "Hazardous Materials") at, in, on, from or under the indemnification Real Property or any structure or improvement on the Real Property which in any event is in material violation of environmental law. The operations of Seller and, to Seller's best knowledge, those of its Predecessor, are and remediation obligations described have been conducted, as the case may be, in Paragraphs 11 material compliance with all applicable environmental laws. There are no pending or threatened actions, suits, claims, demands, legal proceedings, administrative proceedings, requests for information, or other notices, proceedings or requests (collectively, Claims") against or upon Seller based on or relating to any Pre-Closing Environmental Matters (as defined below) and 12 Seller has no knowledge that any such claims will be asserted. Environmental Laws means any and all Federal, state or local laws, statutes, rules, regulations, plans, ordinances, codes, licenses or other restrictions relating to health, safety or the environment, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Air Act, the Safe Drinking Water Act, the Toxic Substances Control Act and the Occupational Health and Safety Act. Pre-Closing Environmental Matters means (i) the Handling of Hazardous Materials on, at, in, from or under the Real Property prior to the Closing Date, including without limitation, the effects of any Handling of Hazardous Materials within or outside the boundaries of Real Property, the presence of any Hazardous Materials in, on or under the Real Property or any improvements or structures thereon regardless of how such Hazardous Materials came to rest there, (ii) the failure of Seller to be in compliance with Environmental Law or (iii) any other act, omission, event or condition which could give rise to liability or potential liability under any Environmental Law with respect to the Real Property or the present or prior business of Seller. (b) Buyer shall be entitled to order and have undertaken on its behalf prior to closing a Phase I Environmental Assessment of the DII Contract Real Property, and shall be granted all cooperation and access by Seller reasonably necessary to complete such Assessment. If the report of such Assessment demonstrates or recommends remediation in order to cause the Real Property to comply with Environmental Laws, Seller shall immediately undertake to arrange, at its own expense, such remediation prior to Closing. Notwithstanding the foregoing, in the event such remediation costs or is estimated to cost in excess of Fifty Thousand Dollars (herein “Raytheon Indemnity”$50,000), Seller shall not be obligated to expend such excess, but in such event Buyer may thereafter, at its option, (i) accept the condition of the Real Property at Closing as so remediated, or (ii) terminate its obligations to purchase the Station under this Agreement.

Environmental Matters. Notwithstanding any other representation or warranty contained in this Article V, the representations and warranties contained in this Section 5.13 constitute the sole representations and warranties of Sellers relating to any Environmental Law. Except as disclosed on Schedule 5.13: (a) Except as set forth in Schedule 3.18 of The Specialty Plastics Business is and during the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, five years prior to the Knowledge date of the Companythis Agreement has been, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled operated by the Company Sellers in material compliance with all applicable Environmental Laws and any Permits required pursuant to Environmental Laws. (b) During the five years prior to the date hereof, (ii) the Company neither Seller has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning alleging a material violation of any Environmental Condition Laws or any material Liability arising under any Environmental ClaimLaws, including any investigatory, remedial or corrective obligation, relating to the Sold Assets. There are no pending, or, to the Knowledge of Sellers, threatened Proceedings under any Environmental Laws including, without limitation investigations by any Governmental Authority with respect to the Specialty Plastics Business, the Sold Assets, the Sold Real Property or the Leased Real Property. (c) There are and have been no Releases at the Facilities that require or would reasonably be expected to require cleanup or remediation under any applicable Environmental Laws. (ivd) no asbestosTo Knowledge of Sellers, polychlorinated biphenyls none of the Sold Real Property or urea formaldehyde Leased Real Property is identified on any current list of contaminated or potentially contaminated property established by any Governmental Authority. (e) During Seller’s use of the Sold Real Property or Leased Real Property (other than the facility covered by the Spain Lease) and operation of the Specialty Plastics Business, Hazardous Materials have not been produced, generated or managed, treated or stored on the Sold Real Property or Leased Real Property in amounts or conditions in violation of a condition that currently violates any Environmental Law has been placedor would reasonably be expected to give rise to material liability for remedial costs under Environmental Laws. (f) To the Knowledge of Sellers, stored there are no conditions or located by circumstances which would reasonably be expected to prevent or materially interfere with the Company on use of the Sold Real Property or the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge operation of the Company, Threatened civil Specialty Plastics Business as used or criminal litigation, written notice operated as of violation, inquiry or information request by any Governmental Body, relating to any violation of the Closing in material compliance with Environmental Law involving the CompanyLaws. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (dg) To the Knowledge of Sellers, the Company and the Seller, there are Real Property contains no (A) underground fuel storage tanks; (B) asbestos or underground tanks for storage of any materials of environmental concern at any property currently owned, operated asbestos-containing materials; or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities(C) polychlorinated biphenyls. (eh) Neither Sellers have delivered or made available to Buyers copies and results of all material reports, studies and analyses in the Company nor its corporate predecessors possession or Affiliates took any action at any time that caused or contributed control of Sellers pertaining to the release unpermitted Release of Hazardous Materials on or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6)around the Sold Real Property or the Leased Real Property, or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 concerning material non-compliance of the DII Contract (herein “Raytheon Indemnity”)Specialty Plastics Business with Environmental Laws during the five years prior to the date of this Agreement.

Environmental Matters. (a) Except as set forth in Schedule 3.18 The operations of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, each Seller with respect to the Knowledge of Business and the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company Purchased Assets are currently and have been in compliance in all material respects with all Environmental Laws. No Seller has received from any Person, with respect to the Business or the Purchased Assets, any: (i) Environmental Notice or Environmental Claim; or (ii) the Company has operated its business with all Permits required under written request for information pursuant to Environmental Law, (iii) which, in each case, either remains pending or unresolved, or is the Company has not received any written notice source of any Proceeding ongoing obligations or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge requirements as of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the CompanyClosing Date. (b) To None of the Company’s KnowledgeBusiness or the Purchased Assets or any real property currently or formerly owned, there have leased or operated by a Seller in connection with the Business is listed on, or has been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materialsproposed for listing on, the Company has given all required notices to Governmental Bodies National Priorities List (copies of which have been made available to the Buyer)or CERCLIS) under CERCLA, or any similar state list. (c) The Company There has made available been no Release of Hazardous Materials in contravention of Environmental Law with respect to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property Business or the Owned Real PropertyPurchased Assets or any real property currently or formerly owned, leased or operated by a Seller in connection with the Business, and no Seller has received an Environmental Notice that any of the Business or the Purchased Assets or real property currently or formerly owned, leased or operated by such Seller in connection with the Business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Material which could reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, a Seller. (d) To the Knowledge of the Company and the Seller, there There are no underground fuel active or abandoned aboveground or underground storage tanks for storage of any materials of environmental concern at any property currently owned, owned or operated by Seller in connection with the Business or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesPurchased Assets. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release There are no off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by a Seller and any predecessors in connection with the Business or the Purchased Assets as to which a Seller may retain liability, and none of any industrial solvent containing PCE these facilities or locations has been placed or proposed for placement on the National Priorities List (CAS Number 127-18-4), TCE (CAS Number 79-01-6)or CERCLIS) under CERCLA, or its degradation productsany similar state list, atand no Seller has received any Environmental Notice regarding potential Liabilities with respect to such off-site Hazardous Materials treatment, onstorage, or under the Santa Xxxxxxx Propertydisposal facilities or locations used by a Seller. (f) The Deposit Receipt No Seller has retained or assumed, by contract or operation of law, any Liabilities or obligations of third parties under Environmental Law. (g) No Seller has copies of any environmental report, study, audit, record, sampling data, site assessment, risk assessment, economic model or other similar document with respect to the Business or the Purchased Assets or any real property currently or formerly owned, leased or operated by a Seller in connection with the Business which are in the possession or control of a Seller related to compliance in all material respects with Environmental Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials; and Real Estate Purchase Contract between Digital Instrumentsno Seller has copies of any material documents concerning planned or anticipated capital expenditures required to reduce, Inc. and Raytheon Companyoffset, dated December 20limit or otherwise control pollution and/or emissions, 1996 manage waste or otherwise ensure compliance with current or future Environmental Laws (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification costs of remediation, pollution control equipment and remediation obligations described in Paragraphs 11 and 12 operational changes). (h) No Seller is aware of or reasonably anticipates, as of the DII Contract (herein “Raytheon Indemnity”)Closing Date, any condition, event or circumstance concerning the Release or regulation of Hazardous Materials that might, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership, lease, operation, performance or use of the Business or the Purchased Assets as currently carried out.

Environmental Matters. (a) Except as set forth Parent and each of its Subsidiaries, including all of their respective businesses and operations, are, and since January 1, 2000, have been, operated in Schedule 3.18 of compliance with all applicable Environmental Laws, except where the Company Disclosure Schedules failure to so comply has not, and except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the CompanyParent. (b) To There are no conditions on or beneath any real property which is now owned, used or leased to or by Parent or any of its Subsidiaries ("Parent Current Real Property") which might, under any applicable Environmental Law, (i) give rise to a material liability or the Company’s Knowledgeimposition of a statutory Lien, there have been no Releases of or (ii) require any Hazardous Materials into the Environment Response, Removal or Remedial Action or any other action, including without limitation reporting, monitoring, cleanup or contribution, which would require a material expenditure or material commitment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)Parent or its Subsidiaries. (c) The Company There were no conditions on or beneath any real property which was, but is no longer, owned, used or leased to or by Parent or any of its Subsidiaries ("Parent Former Real Property"), during the period of such ownership, use or lease, which might under any applicable Environmental Law, (i) give rise to a material liability or the imposition of a statutory Lien, or (ii) require any Response, Removal or Remedial Action or any other action, including without limitation reporting, monitoring, cleanup or contribution, which would require a material expenditure or commitment by Parent or its Subsidiaries. (d) Neither Parent nor any of its Subsidiaires has made available received any written notification of a release or threat of a release of a Hazardous Substance with respect to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased any Parent Current Real Property or the Owned Parent Former Real Property. (de) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks No Hazardous Substances have been closedused, removed handled, generated, processed, treated, stored, transported to or taken out from, released, discharged or disposed of service from by Parent, any such facilities. (e) Neither the Company nor of its corporate predecessors or Affiliates took any action at any time that caused or contributed Subsidiaries or, to the release best of Parent's knowledge, any third party, on or disposal of beneath any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6)Parent Current Real Property except in compliance with all applicable Environmental Laws, or its degradation productswhere the failure to so comply has not and would not reasonably be expected to have, atindividually or in the aggregate, on, or under the Santa Xxxxxxx Propertya Material Adverse Effect on Parent. (f) The Deposit Receipt and During Parent's or its Subsidiaries' ownership, use or lease of the Parent Former Real Estate Purchase Contract between Digital InstrumentsProperty, Inc. and Raytheon Companyno Hazardous Substances were used, dated December 20handled, 1996 (“DII Contract”) is generated, processed, treated, stored, transported to or from, released, discharged or disposed of by Parent, its Subsidiaries or, to the best of Parent's knowledge, any third party, on or beneath the Parent Former Real Property except in full force and effect. The DII Contract compliance with all applicable Environmental Laws, or where the failure to so comply has not been modifiedand would not reasonably be expected to have, supplemented individually or amended in the aggregate, a Material Adverse Effect on Parent. (g) To Parent's knowledge, there are no above or underground storage tanks, asbestos containing materials, or transformers containing or contaminated with PCBs on or beneath the Parent Current Real Property. (h) Neither Parent nor any way that would impact Raytheon’s obligationsof its Subsidiaries has received written notice or has knowledge of: (i) any claim, demand, investigation, enforcement action, Response, Removal, Remedial Action, statutory Lien or other governmental or regulatory action instituted or threatened against Parent, any of its Subsidiaries or the Parent Current or Former Real Property pursuant to any applicable Environmental Law; (ii) any claim, demand notice, suit or action, made or threatened by any Person against Parent, any of its Subsidiaires, the Parent Current Real Property or the Parent Former Real Property relating to (A) any form of damage, loss or injury resulting from, or claimed to result from, any Hazardous Substance on or beneath the Parent Current or Former Real Property or (B) any alleged material violation of any applicable Environmental Law by Parent or any of its Subsidiaries; or (iii) any written communication to or from any Governmental Authority arising out of or in connection with Hazardous Substances on or beneath or generated at the Parent Current Real Property or Parent Former Real Property, including, without limitation, any notice of violation, citation, complaint, order, directive, request for information or response thereto, notice letter, demand letter or compliance schedule. (i) To Parent's knowledge, no wastes generated by Parent or any of its Subsidiaries have ever been directly or indirectly sent, transferred, transported to, treated, stored, or disposed of at any site listed or formally proposed for listing on the indemnification and remediation obligations described in Paragraphs 11 and 12 National Priority List promulgated pursuant to CERCLA or to any site listed on any state list of sites requiring or recommended for investigation or clean-up. None of the DII Contract (herein “Raytheon Indemnity”)Parent Current Real Property or Parent Former Real Property is listed on the National Priorities List or any state list of sites requiring or recommended for investigation or clean up.

Environmental Matters. (a) Except as set forth would not, individually or in Schedule 3.18 of the Company Disclosure Schedules and except as would not aggregate, reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the CompanyEffect, (ia) the Company has transportedthere is no investigation, storedsuit, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Lawsclaim, (ii) the Company has operated its business with all Permits required action or proceeding relating to or arising under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There that is no pending or, to the Knowledge of the CompanySeller, Threatened civil threatened against or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by affecting the Company or at the Company’s request within the past year and that pertain any of its Subsidiaries or any real property currently or, to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently formerly owned, operated or leased by the Company, and any of the Company’s Subsidiaries or Seller (in the case of Seller, only such real property primarily related to the Business), except where any such investigation, suit, claim, action or proceeding has been terminated or withdrawn or the matters underlying such investigation, suit, claim, action or proceeding have been rectified or otherwise cured without any continuing obligations or Liabilities with respect to the Company or any of its Subsidiaries, (b) since January 1, 20072006, no such tanks have been closedneither the Company, removed any of the Company’s Subsidiaries or taken out Seller (in the case of service from Seller, with respect to the Business) has received any written notice of or entered into or assumed by Contract or operation of Law or otherwise, any obligation, Liability, Order, settlement, judgment, injunction or decree relating to or arising under Environmental Laws, except where any such facilities. notice was previously withdrawn or the matters underlying such notice were rectified or otherwise cured without any continuing obligations or Liabilities with respect to the Company, any of the Company’s Subsidiaries or Seller, and (ec) Neither no facts, circumstances or conditions exist with respect to the Company nor or any of its corporate predecessors Subsidiaries or Affiliates took any action at any time that caused or contributed property currently (or, to the release Knowledge of Seller, formerly) owned, operated or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under leased by the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20any of the Company’s Subsidiaries or Seller (in the case of Seller, 1996 primarily related to the Business) or any property to or at which the Company, any of the Company’s Subsidiaries or Seller (“DII Contract”in the case of Seller, primarily related to the Business) is in full force and effect. The DII Contract has not been modified, supplemented transported or amended in any way arranged for the disposal or treatment of Hazardous Substances that would impact Raytheon’s obligations, including, without limitation, reasonably be expected to result in the indemnification Company and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)its Subsidiaries incurring any Liabilities under any Environmental Law or otherwise.

Environmental Matters. (a) Except as set forth could not, individually or in Schedule 3.18 of the Company Disclosure Schedules and except as would not aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company, to the Knowledge of the Company, Effect: (i) the Company and each Company Subsidiary has transported, stored, and/or disposed of any Hazardous Materials handled by the Company been and is in compliance with all applicable Environmental Laws, ; (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There there is no pending or, to the Knowledge of Company’s knowledge, threatened claim, lawsuit, or administrative proceeding against the Company or any Company Subsidiary, under or pursuant to any Environmental Law; (iii) to the Company’s knowledge, Threatened civil with respect to the real property that is currently owned, leased or criminal litigationoperated by the Company or any Company Subsidiary, written notice there have been no spills, discharges or releases (as such term is defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42, U.S.C. 9601, et seq.) of violation, inquiry Hazardous Substances or information request by any Governmental Body, relating other contaminant or pollutant on or underneath any of such real property; (iv) to any violation of Environmental Law involving the Company’s knowledge, with respect to real property that was formerly owned, leased or operated by the Company or any Company Subsidiary or any of their predecessors in interest, there were no spills, discharges or releases (as such term is defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42, U.S.C. 9601, et seq.) of Hazardous Substances or any other contaminant or pollutant on or underneath any of such real property during or prior to the Company’s or any Company Subsidiary’s ownership or operation of such real property; and (v) to the Company’s knowledge, neither the Company nor any Company Subsidiary has disposed or arranged for the disposal of Hazardous Substances (or any waste or substance containing Hazardous Substances) at any location that: (x) is listed on the Federal National Priorities List (“NPL”) or identified on the Comprehensive Environmental Response, Compensation, and Liability Information System (“CERCLIS”), each established pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42, U.S.C. 9601, et seq.; (y) is listed on any state or foreign list of hazardous waste sites that is analogous to the NPL or CERCLIS; or (z) has been subject to environmental investigation or remediation. (b) To Neither the Company’s KnowledgeCompany nor any Company Subsidiary has received written notice from any Person, there have including, but not limited to, any Governmental Entity, alleging that the Company or any Company Subsidiary has been no Releases or is in violation or potentially in violation of any Hazardous Materials into applicable Environmental Law or otherwise may be liable under any applicable Environmental Law. Neither the Environment by the CompanyCompany nor any Company Subsidiary has received any request for information from any Person, or, with respect including but not limited to any such Releases of Hazardous MaterialsGovernmental Entity, the Company has given all required notices related to Governmental Bodies (copies of which have been made available to the Buyer)liability under or compliance with any applicable Environmental Law. (c) The Company has made available There is no Environmental Claim pending or, to the Buyerknowledge of the Company, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by threatened against the Company or at any Company Subsidiary or, to the knowledge of the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of , against any Person whose liability for any Environmental Claim the Company or any Company Subsidiary has retained or assumed either contractually or by operation of law and the Seller, there are no underground fuel past or underground tanks for storage of any materials of environmental concern at any property currently ownedpresent actions, operated activities, circumstances, conditions, events or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligationsincidents, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 release, emission, discharge, presence or disposal of any Hazardous Substance that could form the basis of any Environmental Claim against the Company or any Company Subsidiary or, to the knowledge of the DII Contract Company, against any Person whose liability for any Environmental Claim the Company or any Company Subsidiary has retained or assumed whether contractually or by operation of law. (herein “Raytheon Indemnity”)d) Neither the Company nor any Company Subsidiary has entered into any written agreement or incurred any legal or monetary obligation that may require them to pay to, reimburse, guarantee, pledge, defend, indemnify or hold harmless any Person from or against any liabilities or costs arising out of or related to the generation, manufacture, use, transportation or disposal of Hazardous Substances, or otherwise arising in connection with or under Environmental Laws, other than in each case exceptions which could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) The following terms shall have the following meanings for the purposes of this Agreement:

Environmental Matters. (a) Except as set forth on Schedule 5.20: (a) the Company and its Subsidiaries are, and at all times since January 1, 2016 have been, in Schedule 3.18 compliance with all Environmental Laws in all material respects, and there are no existing facts or circumstances which would reasonably be expected to prevent such compliance in the future and all Permits held by the Company pursuant to applicable Environmental Laws are in full force and effect and no appeal or any other Action is pending to revoke or modify any such Permit; (b) there has been no Release of, or exposure to, any Hazardous Materials by the Company or any of its Subsidiaries at, in, on or under any Leased Real Property, at, in, on or under either any formerly owned or operated real property during the time that the Company operated such property or, to the knowledge of the Company, at any off-site location to which Hazardous Materials generated by the Company Disclosure Schedules and were sent for treatment, recycling, storage or disposal, except as for any such Release or exposure that would not reasonably be expected to have a Material Adverse Effect on the Company, be material to the Knowledge Company and its Subsidiaries, taken as a whole; (c) no notice of the Companyviolation, (i) the Company demand, request for information, citation, summons or order has transported, stored, and/or disposed of any Hazardous Materials handled been received by the Company in compliance with all relating to or arising out of any Environmental Laws, (ii) other than those relating to matters that have been fully resolved or that remain pending and, if adversely determined, would not reasonably be expected to be material to the Company has operated and its business Subsidiaries, taken as a whole. (d) neither the Company nor any of its Subsidiaries is subject to any material Governmental Order relating to compliance with all Permits required Environmental Laws or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials; (e) no material Action is pending or threatened with respect to the Company’s or its Subsidiaries’ compliance with or liability under Environmental Law; and (f) copies of all material written reports, (iii) notices of violation, orders, audits, assessments and all other material environmental reports, in the possession, custody or control of the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition its Subsidiaries, relating to environmental conditions in, on or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on about the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, or its Subsidiaries’ compliance with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which Environmental Laws have been made available to the Buyer)Monocle. (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 4.17: (a) there is no pending Environmental Matter, and after due inquiry neither the Company nor the Parent is aware of any facts that could reasonably be expected to result in any Environmental Matter. No Credit Party has agreed to assume by contract or otherwise any liability of any other Person for cleanup, compliance, or required Capital Expenditures in connection with any Environmental Matter; (b) the Properties used, owned, leased, operated, managed or controlled at any time by each Credit Party are free of contamination from Hazardous Materials, including, without limitation, any contamination of the Company Disclosure Schedules associated air, soil, groundwater or surface waters, and except as are free of any other potentially harmful chemical or physical conditions that would not reasonably be expected to have a Material Adverse Effect on Effect; (c) each Credit Party is in material compliance with all applicable Environmental Laws and is not currently in receipt of any notice of violation of any Environmental Law or of any potential liability for cleanup of Hazardous Materials. Each Credit Party holds and is in material compliance with all governmental permits, licenses, and authorizations necessary to operate their businesses that relate to siting, wetlands, coastal zone management, air emissions, discharges to surface or ground water, discharges to any sewer or septic system, noise emissions, solid waste disposal or the Companygeneration, to use, transportation or other management of Hazardous Materials. To the Knowledge best knowledge of the CompanyCompany and the Parent after due inquiry, (i) the Company no Credit Party has transportedat any time generated, manufactured, refined, recycled, discharged, emitted, released, buried, processed, produced, reclaimed, stored, and/or treated, transported, or disposed of any Hazardous Materials handled by the Company except in material compliance with all Environmental Lawsapplicable Statutes and Orders; (d) no real Property used, owned, leased, operated, managed or controlled by any Credit Party is (i) listed or proposed for listing on the National Priorities List under CERCLA or is (ii) listed in the Company has operated its business with all Permits required under Comprehensive Environmental LawResponse, (iii) the Company has not received Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request comparable list maintained by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities.; (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal no Properties of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), Credit Party are subject to any Lien or its degradation products, at, on, claim for Lien in favor of any Person as a result of any Environmental Matter or under the Santa Xxxxxxx Property.response thereto; and (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instrumentsno Credit Party has any liabilities, Inc. and Raytheon Companyabsolute or contingent on the date hereof with respect to Hazardous Materials, dated December 20, 1996 (“DII Contract”) is except for such liabilities as are not in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)aggregate reasonably likely to have a Material Adverse Effect.

Environmental Matters. (a) Except as set forth disclosed in Schedule 3.18 Section 3.14(a) of the Company Disclosure Schedules and except Schedule or as would not have, or as would not reasonably be expected to have have, a Material Adverse Effect Effect: (i) The SAP Business is in compliance with, and has been in compliance with, all applicable Environmental Laws and all Environmental Permits. All past non-compliance with Environmental Laws or Environmental Permits has been resolved without any pending, on-going or future obligation, cost or liability, and there is no requirement proposed for adoption or implementation under any Environmental Law or Environmental Permit. (ii) There are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any of the SAP Real Property or, to Parent's Knowledge, on any property formerly owned, leased or occupied by, or on behalf of, the Company, to SAP Thai, the Knowledge Sellers or the SAP Business. (iii) Hazardous Materials have not been Released on any of the SAP Real Property or, during their period of ownership, lease or occupancy, on any property formerly owned, leased or occupied by, or on behalf of, the Company, (i) SAP Thai, the Company has transported, stored, and/or disposed of any Hazardous Materials handled by Sellers or the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and SAP Business. (iv) no asbestosExcept as contemplated in Exhibit 5.27 attached hereto, polychlorinated biphenyls neither the Company, SAP Thai nor the Sellers are conducting, and none of them have undertaken or urea formaldehyde in amounts completed, any Remedial Action relating to any Release or conditions in violation threatened Release of Hazardous Materials at the SAP Real Property or, on behalf of the SAP Business, at any other site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. Environmental Permit. (v) There is no asbestos or asbestos-containing material on any of the SAP Real Property, the existence of which is a violation of any Environmental Law. (vi) There are no Environmental Claims pending or, to the Knowledge of or threatened against the Company, Threatened civil or criminal litigationSAP Thai, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. Sellers (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materialsthe SAP Business), the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property SAP Business or the Owned SAP Real Property. (d) To the Knowledge of the Company and the Seller, and, to Parent's Knowledge, there are no underground fuel or underground tanks for storage circumstances that are reasonably expected to form the basis of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligationsEnvironmental Claim, including, without limitation, with respect to any off-site disposal location currently or formerly used by, or on behalf of, the indemnification Company, SAP Thai, a Seller or the SAP Business or any of their predecessors or with respect to any previously owned or operated facilities. (vii) The Company, SAP Thai and remediation obligations described the Sellers do not require any new or additional Environmental Permits and are not required to modify any existing Environmental Permits and will not require any increase in Paragraphs 11 and 12 capital expenditures, in order to produce at present production levels with respect to the SAP Business in compliance with applicable Environmental Laws. (viii) None of the DII Contract SAP Real Property or, to Parent's Knowledge, any property formerly owned, leased or occupied by or on behalf of the Sellers, the Company, SAP Thai or the SAP Business is listed or proposed for listing, or adjoins any other property that is listed or proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System under the federal Comprehensive Environmental Response, Compensation, and Liability Act or any analogous federal, state or local list. (herein “Raytheon Indemnity”)b) The Company, SAP Thai and the Sellers have provided the Purchaser with copies or summaries of (i) all written environmental assessment or audit reports and other similar studies or analyses relating to the SAP Business or the SAP Real Property or the operations of the Company, SAP Thai or the Sellers, as applicable, and (ii) to Parent's Knowledge, all insurance policies issued since December 31, 1995 that may provide coverage for the SAP Business related to environmental matters, provided that no representations or warranties are made by Parent that such policies or the rights and benefits thereunder are transferable to the Purchaser. (c) Except as disclosed in Section 3.14(c) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated in this Agreement will require any Remedial Action or notice to or consent of Governmental Authorities or any third party pursuant to any applicable Environmental Law or Environmental Permit. (d) The Purchaser acknowledges that (i) the representations and warranties contained in this Section 3.14 are the only representations and warranties being made with respect to compliance with or liability under Environmental Laws related to this Agreement or its subject matter, and (ii) no other representation contained in this Agreement shall apply to any such matters and no other representation or warranty, express or implied, is being made with respect thereto.

Environmental Matters. (a) Except as set forth disclosed in Schedule 3.18 the Company Filed Reports (i) neither the Company nor any of its Subsidiaries has violated or is in violation of any Environmental Law; (ii) none of the real property owned or leased by the Company or any Subsidiary (including without limitation soils and surface and ground waters) are contaminated with any Hazardous Substance in quantities which require investigation or remediation under Environmental Laws; (iii) neither the Company nor any of its Subsidiaries is liable for any off-site contamination; (iv) neither the Company nor any of its Subsidiaries has any liability or remediation obligation under any Environmental Law; (v) no assets of the Company Disclosure Schedules and except as would not reasonably be expected or any of its Subsidiaries are subject to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by threatened Liens under any Governmental Body, relating to Environmental Law; (vi) the Company and its Subsidiaries have all Permits required under any violation of Environmental Law involving ("Environmental Permits"); and (vii) the CompanyCompany and its Subsidiaries are in compliance with their respective Environmental Permits. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution For purposes of this Agreement, truethe term (i) "Environmental Laws" means any federal, correct and complete copies state or local Law relating to: (A) releases or threatened releases of all environmental reportsHazardous Substances or materials containing Hazardous Substances; (B) the manufacture, studieshandling, investigations and auditstransport, whether complete or incompleteuse, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Sellertreatment, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent Hazardous substances or materials containing PCE Hazardous Substances; or (CAS Number 127-18-4)C) otherwise relating to pollution of the environment or the protection of human health, TCE and (CAS Number 79-01-6)ii) "Hazardous Substances" means: (A) those materials, pollutants and/or substances defined in or its degradation products, at, on, or regulated under the Santa Xxxxxxx Property. (f) The Deposit Receipt following federal statutes and Real Estate Purchase Contract between Digital Instrumentstheir state counterparts, Inc. as each may be amended from time to time, and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitationall regulations thereunder: the Hazardous Materials Transportation Act, the indemnification Resource Conservation and remediation obligations described in Paragraphs 11 Recovery Act, the Comprehensive Environmental Response, Compensation and 12 of Liability Act, the DII Contract Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide and Rodenticide Act and the Clean Air Act; (herein “Raytheon Indemnity”)B) petroleum and petroleum products including crude oil and any fractions thereof; (C) natural gas, synthetic gas and any mixtures thereof; (D) radon; and (E) any materials, pollutants and/or substance with respect to which any Governmental Entity requires environmental investigation, monitoring, reporting or remediation.

Environmental Matters. (a) Except as set forth in Schedule 3.18 Section 3.14(a)(i) of the Company Disclosure Schedules Schedule, (i) the Company and each Subsidiary is and has been in material compliance with all applicable Environmental Laws; (ii) the Company and each Subsidiary has obtained all material Environmental Permits and is and has been in material compliance with their requirements; (iii) to the knowledge of the Company there are no underground or aboveground storage tanks or any surface impoundments, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any of the Leased Real Property or, to the knowledge of the Company, on any real property formerly owned, leased or occupied by the Company or any Subsidiary at the time the Company or Subsidiary owned, leased or occupied such property; (iv) to the knowledge of the Company there is no friable asbestos or friable asbestos-containing material on any of the Leased Real Property; (v) except as would not reasonably be expected to have a Material Adverse Effect on the Companyresult in material liability, to the Knowledge of the Company, (i) neither the Company nor any Subsidiary has transportedreleased, stored, and/or discharged or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received on any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or on any real property formerly owned, leased or occupied by the Owned Company or the Subsidiaries and, to the knowledge of the Company, none of such property is contaminated with any Hazardous Materials; (vi) neither the Company nor any Subsidiary is undertaking, or has completed, any investigation or assessment or remedial or response action relating to any such release, discharge or disposal of Hazardous Materials at any of the Leased Real Property. There is Property or on any real property formerly owned, leased or occupied by the Company or any Subsidiary, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (vii) there are no pending material past or, to the Knowledge knowledge of the Company, Threatened civil pending threats of Environmental Claims against the Company or criminal litigationany Subsidiary or any of the Leased Real Property, written notice and, to the knowledge of violationthe Company, inquiry or information request by there are no circumstances that can reasonably be expected to form the basis of any Governmental Bodysuch Environmental Claim, relating including, without limitation with respect to any violation off-site disposal location presently or formerly used by the Company or any Subsidiary or any of Environmental Law involving the Companytheir predecessors. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete provided Nu Skin with copies of all any environmental reports, studies, investigations and audits, whether complete studies or incomplete, that were conducted by the Company analyses in its possession or at the Company’s request within the past year and that pertain under its control relating to the Leased Real Property or the Owned Real Property. (d) To the Knowledge operations of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesSubsidiaries. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. Except for such matters as would not, individually or in the aggregate, reasonably be expected have a Company Material Adverse Effect: (a) Except as set forth in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company Subsidiaries are in compliance with all applicable Environmental LawsLaws in all respects, (ii) which compliance includes the possession and maintenance of, and compliance with, all Environmental Permits required for the operation of the business of the Company has operated its business with all Permits required under Environmental Law, (iii) and the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and Subsidiaries; (ivb) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is there are no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of threatened, demands, claims, investigations, proceedings, information requests or notices against the Company or the Company Subsidiaries or any Hazardous Materials into the Environment property leased by the Company, or, with respect to any such Releases of Hazardous Materials, Company or the Company has given all required notices to Governmental Bodies (copies of which have been made available Subsidiaries alleging non-compliance with or liability under any Environmental Law or Environmental Permit or alleging injury to the Buyer).environment, natural resources, any Person (including wrongful death) or property (real or personal) in connection with Hazardous Substances; (c) The neither the Company nor any Company Subsidiary has stored, released, used or disposed of any Hazardous Substances in a manner that would reasonably be expected to give rise to liability under any Environmental Laws; (d) there has been no Release and there is no threatened Release at, in, on, under or migrating from (i) any real property owned, leased, subleased, licensed or otherwise occupied by the Company or any Company Subsidiary, or (ii) any facility that has received Hazardous Substances generated by the Company or any Company Subsidiary; (e) there are no Environmental Liens on any assets or real property owned, leased, subleased, licensed or otherwise occupied by the Company or any Company Subsidiary; and (f) the Company and the Company Subsidiaries have made available to the Buyer, prior to the execution of this Agreement, true, correct Parent complete and complete true copies of all environmental reports, studies, investigations investigations, regulatory compliance assessments, audits and audits, whether complete or incomplete, that were conducted by the Company or at correspondence in the Company’s request within the past year and that pertain or any Company Subsidiary’s possession or control with respect to the Leased Real Property or the Owned Real Property. (d) To the Knowledge business of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any Company Subsidiaries and real property currently owned, operated leased, subleased, licensed or leased otherwise occupied by the Company, and since January 1, 2007, no such tanks have been closed, removed Company or taken out of service from any such facilitiesCompany Subsidiary. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) 8.13.1 Except as set forth in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s KnowledgeDisclosure Schedule, there have been no Releases of any Hazardous Materials into the Environment by material claims, notices, orders or directives on environmental grounds made or delivered to, pending or served on the Company, orany of its Subsidiaries or its agents, with respect to (i) issued by a governmental department or agency having jurisdiction over the assets of any such Releases Person, real or personal, owned or leased, affecting such assets or any part thereof, requiring any work to be done upon or about such assets or any part thereof, including but not limited to clean up orders, or (ii) issued or claimed by any private agency or individual affecting such assets or any part thereof. 8.13.2 To the best knowledge of Hazardous Materialsthe Company, except those stored, held and used in accordance with all applicable laws and regulations, there have not been, are not now and will be no solid waste, hazardous waste, hazardous substances, toxic substances, toxic chemicals, pollutants, wastes or contaminants, underground storage tanks, purposeful dumps, nor any accidental spills of such in, on or about any of the assets of the Company or any of its Subsidiaries, real or personal, owned or leased, and no solid waste, hazardous waste, hazardous substances, pollutants, contaminants, wastes or toxic substance have ever been stored on any real property owned or leased either by any such Person or by any of their lessees, licensees, invitees or predecessors. 8.13.3 To the best knowledge of the Company, there has given all required notices to Governmental Bodies (copies of been no, is not now and will be no filtering into ground water or transmission by seepage or other draining or transfer any solid waste, hazardous substances, hazardous waste, pollutants or contaminants, or toxic substances which have been made available to affected, is now affecting or will affect any of the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete real property owned or incomplete, that were conducted leased by the Company or at any of its Subsidiaries or any sites adjoining such property. 8.13.4 To the best knowledge of the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of , the Company and each of its Subsidiaries have obtained all necessary approvals or satisfactory clearances for use of its assets from all governmental authorities, utility companies, or development-related entities, in regard to the Selleruse of its assets, there are no underground fuel or underground tanks for storage the discharge of any materials of environmental concern at any property currently ownedchemicals, operated or leased by the Companyliquids and emissions, if any, and since January 1other chemicals into the atmosphere, 2007ground water or surface water, no such tanks have been closed, removed or taken out of service from any such facilitiesits operations. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. Seller and its Affiliates (awith respect to the Business) Except and the Specified Entities and the Real Property are, and since January 1, 2018 have been, in compliance with applicable Environmental Laws, except where such noncompliance or violation would not reasonably be expected to be, individually or in the aggregate, material to the Real Property, the Business and the Specified Entities, taken as a whole. Seller and its Affiliates (with respect to the Business) and the Specified Entities are not and have not been subject to or, to the Knowledge of Seller, threatened with any Action alleging that the Real Property, Seller or any of its Affiliates (with respect to the Business) or the Specified Entities are in violation of or liable under applicable Environmental Laws, including with respect to any use, storage, transportation or disposal of any Hazardous Substances at or from the Real Property, except for any such Actions that have been fully resolved without imposing any further obligations on the part of Seller and its Affiliates and the Specified Entities or would not reasonably be expected to be, individually or in the aggregate, material to the Real Property, the Business and the Specified Entities, taken as a whole. Neither Seller or its Affiliates (with respect to the Business) nor any of the Specified Entities nor the Real Property is subject to any Order arising under or issued pursuant to any Environmental Laws, except for any such Orders that would not reasonably be expected to be, individually or in the aggregate, material to the Real Property, the Business and the Specified Entities, taken as a whole. Seller and the Specified Entities hold, and to the extent applicable have filed timely application to renew, and are, and since January 1, 2018 have been, in compliance with, all Permits required pursuant to applicable Environmental Laws with respect to the operation of the Business as currently conducted, except where the failure of Seller or the Specified Entities to have or comply with such Permits would not reasonably be expected to be, individually or in the aggregate, material to the Real Property, the Business and the Specified Entities, taken as a whole, and all such Permits are set forth in Schedule 3.18 Section 15(j) of the Company Seller Disclosure Schedules and Letter. To the Knowledge of Seller, there has been no Release at, on, under or from the Real Property or any other property currently or formerly owned, leased or operated by the Seller or its Affiliates (with respect to the Business) or any Specified Entity, except as would not reasonably be expected to have a Material Adverse Effect on be, individually or in the Companyaggregate, material to the Knowledge of Real Property, the CompanyBusiness and the Specified Entities, (i) taken as a whole. Seller has provided to the Company has transportedPurchasers all material environmental audits, storedassessments, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claiminvestigations, and (iv) no asbestosstudies relating to the Specified Entities, polychlorinated biphenyls the Business or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there that have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and prepared since January 1, 20072018 and are in the possession of Seller, no such tanks have been closed, removed or taken out any of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6)Affiliates, or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effectSpecified Entities. The DII Contract has not been modified, supplemented or amended representations and warranties set forth on Section 15(c) and Section 15(u) and the listing of Permits pursuant to Section 15(j) are the sole and exclusive representations and warranties being made with respect to environmental matters in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)this Agreement.

Environmental Matters. (a) Except as set forth All references in Schedule 3.18 of this Section 3.16 to the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on shall include each entity comprising the Company, any Subsidiaries thereof and all predecessors thereto, and any Person or entity to the Knowledge liabilities of which, pursuant to the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) contractually, by common law or by operation of law, the Company has operated or any of its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the CompanySubsidiaries have succeeded. (b) To All of the operations of the Company’s Knowledge, there its Subsidiaries and their respective assets, including any operations at or from any Company Owned Real Property and any Company Leased Real Property (collectively, the “Company Real Property”) or any real property formerly owned, used, leased, occupied, managed or operated by the Company or any of its Subsidiaries (the “Former Company Real Property”), comply and have at all times been no Releases in material compliance with all applicable Environmental Laws. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other Person has engaged in, authorized, allowed or suffered any operations or activities upon any of the Company Real Property or Former Company Real Property for the purpose of or in any way involving the handling, manufacture, treatment, processing, storage, use, generation, release, discharge, emission, dumping or disposal of any Hazardous Materials into the Environment by the CompanySubstances at, or, with respect to any such Releases of Hazardous Materials, on or under the Company has given Real Property or the Former Company Real Property, except in material compliance with all required notices to Governmental Bodies (copies of which have been made available to the Buyer)applicable Environmental Laws. (c) The Neither the Company has made available Real Property nor, to the Buyerknowledge of the Company, prior to the execution of this AgreementFormer Company Real Property contains any Hazardous Substances in, trueon, correct and complete copies of all environmental reportsover, studies, investigations and audits, whether complete under or incomplete, at it in concentrations that were conducted by would currently violate Environmental Laws or impose liability or obligations on the Company or any Subsidiary under the Environmental Laws for any investigation, corrective action, remediation or monitoring of Hazardous Substances in, on, over, under or at such Company Real Property or Former Company Real Property. None of such Company Real Property nor, to the knowledge of the Company, any Former Company Real Property is listed or proposed for listing on the National Priorities List pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., or any similar inventory of sites requiring investigation or remediation maintained by any state. Neither the Company nor any of the Company’s request within the past year and that pertain Subsidiaries has received any notice, whether oral or written, from any Governmental Entity or other Person of any actual or threatened material Environmental Liabilities with respect to the Leased Company, its Subsidiaries, the Company Real Property or the Owned Real Propertyconduct of the businesses of the Company or any of its Subsidiaries. (d) There are no conditions existing at any Company Real Property that constitute, or which with the giving of notice or the passage of time or both may constitute material Environmental Liabilities requiring remedial or corrective action, removal or closure pursuant to the Environmental Laws. To the Knowledge knowledge of the Company and the SellerCompany, there are no underground fuel or underground tanks for storage of any materials of environmental concern conditions existing at any property currently ownedFormer Company Real Property that constitute, operated or leased by which with the giving of notice or the passage of time or both may constitute material Environmental Liabilities requiring remedial or corrective action, removal or closure pursuant to the Environmental Laws for which the Company, and since January 1, 2007, no such tanks have been closed, removed any Subsidiary of the Company or taken out of service from any such facilitiesthe Surviving Corporation could be liable. (e) Neither Each of the Company nor and its corporate predecessors or Affiliates took any action at any time Subsidiaries has all the material Permits necessary for the conduct of its businesses and operations that caused or contributed to are required under applicable Environmental Laws and is in material compliance with the release or disposal terms and conditions of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Propertyall such Permits. (f) The Deposit Receipt Company has provided to Parent all material environmental reports, assessments, audits, studies, investigations, data and Real Estate Purchase Contract between Digital Instrumentsother written environmental information in its custody, Inc. and Raytheon possession or control concerning the Company, dated December 20its Subsidiaries and their respective assets and the Company Real Property and Former Company Real Property. (g) Neither the Company nor any of its Subsidiaries has contractually, 1996 by operation of law, by the Environmental Laws, by common law or otherwise assumed or succeeded to any material Environmental Liabilities of any predecessors or any other Person. (“DII Contract”h) is in full force and effect. The DII Contract has not been modifiedNone of the transactions contemplated by this Agreement or the Company Transaction Documents will trigger any filing requirement or other action under any applicable Environmental Law, supplemented or amended in including, without limitation, any way that would impact Raytheon’s obligationsenvironmental transfer law, including, without limitation, the indemnification New Jersey Industrial Site Recovery Act (N.J.S.A. §§13:1L-6 et seq.) and remediation obligations described the Connecticut Real Property Transfer Act (C.G.S.A. 22a-134 et seq.). (i) The Company, its Subsidiaries, their businesses and their products are and have been in Paragraphs 11 compliance with all applicable requirements under California’s Safe Drinking Water and 12 Toxic Enforcement Act of 1986 (Proposition 65). (j) None of the DII Contract (herein “Raytheon Indemnity”)matters disclosed on the Company Disclosure Letter or in the Company SEC Reports with respect to this Section 3.16, individually or in the aggregate, is reasonably likely to have a Parent Material Adverse Effect or a Company Material Adverse Effect.

Environmental Matters. (a) Except as set forth in Schedule 3.18 Section 3.12 of the Company Disclosure Schedules Schedule: (a) Each of Altair U.S., the Sellers and except their respective Affiliates are operating, and at all times since January 1, 2011 have operated, the Business, the Transferred Assets, and the Real Property in compliance in all material respects with all applicable Environmental Laws; (b) Altair U.S. or the Sellers have obtained and are, and at all times since January 1, 2011 have been, in compliance in all material respects with all Environmental Permits that are material to the operation of the Real Property, the Transferred Assets, and the Business as would not reasonably be expected to have a Material Adverse Effect on conducted as of the CompanyClosing, and to the Knowledge of the Company, Sellers all such Environmental Permits are current and in full force and effect; (ic) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is are no pending or, to the Knowledge of the CompanySellers, Threatened civil threatened Actions against Altair U.S. or criminal litigation, written notice any of violation, inquiry the Sellers or information request by any Governmental Body, relating to their respective Affiliates alleging or asserting any violation of Environmental Law involving or any obligation to investigate, remove, encapsulate or remediate Hazardous Substances at any of the Company.Real Property, the Transferred Assets, and/or relating to the Business or any third-party site to which Hazardous Substances were sent by the Business, any of the Sellers, and/or Altair U.S. from any of the Real Properties for treatment, storage or disposal; (bd) To None of the Company’s Knowledge, there have been no Releases Owned Real Property is subject to any Lien in favor of any Governmental Authority or any other party for (i) liability under any Environmental Laws or (ii) costs incurred by a Governmental Authority or any other party in response to a Release or threatened Release of a Hazardous Materials Substance into the Environment by environment; (e) Neither Altair U.S., any of the CompanySellers, ortheir respective Affiliates nor, to the Knowledge of the Sellers, any other Person for whose conduct Altair U.S. or a Seller is responsible, has received, at any time since January 1, 2011, any citation, directive, inquiry, notice, Governmental Order, summons, warning, request for information, or other written communication that relates to (i) Hazardous Substances, (ii) any alleged, actual, or potential material violation of or material failure to comply with any Environmental Laws, or (iii) any alleged, actual, or potential material obligation to undertake or bear the costs, damages, expenses, liabilities, obligations, or other responsibilities relating to any Environmental Laws, in each case with respect to the Business, the Transferred Assets or any properties or assets (whether real, personal or mixed) in which Altair U.S. or any of the Sellers (or any predecessor thereof) has or had an interest, or with respect to any such Releases property or facility to which Hazardous Substances generated, manufactured, refined, transferred, imported, used or processed by Altair U.S., any of Hazardous Materialsthe Sellers or their respective Affiliates, or any other Person for whose conduct Altair U.S. or any of the Company has given all required notices to Governmental Bodies (copies of which Sellers is responsible have been made available to the Buyer).transported, treated, stored, handled, transferred, disposed, recycled or received; (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (df) To the Knowledge of the Company and the SellerSellers, there are no underground fuel aboveground or underground tanks for storage of any materials of environmental concern at any property currently ownedtanks, operated landfills, dumps or leased by the Companydisposal areas are present or, and since January 1, 20072011, no such tanks have been closedpresent, removed on any portion of the Real Property; (g) To the Knowledge of the Sellers, there has been no Release or taken out threat of service Release of any Hazardous Substances at or from any such facilities.of the Real Property or Transferred Assets; (eh) Neither Altair U.S. nor any of the Company nor its corporate predecessors Sellers is subject to any pending agreement to assume, undertake or Affiliates took provide indemnification for any action at any time that caused or contributed to the release or disposal liability of any industrial solvent containing PCE other Person under any Environmental Laws, including any obligation for investigation or clean-up of Hazardous Substances; (CAS Number 127-18-4)i) The Sellers have made available to Buyer on the Data Site true and complete copies and results of any investigations, TCE (CAS Number 79-01-6)assessments, reports, studies, analyses, Environmental Permits, tests or its degradation productsmonitoring possessed or initiated by Altair U.S. or any Seller or the respective Affiliates thereof since January 1, 2011 pertaining to Hazardous Substances or the potential Release thereof at, onin, on or under the Santa Xxxxxxx Transferred Assets or any of the Real Property., or concerning Environmental Laws, Environmental Permits, or the presence or alleged presence of Hazardous Substances, in each case, related to the Business or the Transferred Assets; and (fj) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is Notwithstanding anything in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitationthis Agreement to the contrary, the indemnification only representations and remediation obligations described warranties in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)this Agreement concerning environmental matters are set forth in this Section 3.12.

Environmental Matters. (a) Except as set forth in Schedule 3.18 of the Company Disclosure Schedules it has not had and except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the CompanyCompany or as set forth in Section 3.12 of the Company Disclosure Schedule: (a) The Company and each of its Subsidiaries (1) are in compliance with all, and, to the Knowledge knowledge of the Company, (i) the Company has transportedare not subject to any liability with respect to any, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all applicable Environmental Laws, (ii2) the Company has operated its business with hold or have applied for all Environmental Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, necessary to conduct their current operations and (iv3) no asbestos, polychlorinated biphenyls or urea formaldehyde are in amounts or conditions compliance with their respective Environmental Permits and such Environmental Permits are in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Companyfull force and effect. (b) To Neither the Company’s KnowledgeCompany nor any of its Subsidiaries has received any written notice, there have been no Releases demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries is in violation of any Hazardous Materials into the Environment by the CompanyEnvironmental Law or liable for remediation, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)cost recovery or contribution under CERCLA. (c) The Neither the Company nor any of its Subsidiaries (1) has made available entered into or agreed to any consent decree or order or is subject to any 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 Materials and, to the Buyer, prior to the execution knowledge of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain , no investigation, litigation or other proceeding is pending or threatened in writing with respect thereto, or (2) is an indemnitor in connection with any claim threatened or asserted in writing by any third-party indemnitee for any liability under any Environmental Law or relating to the Leased Real Property or the Owned Real Propertyany Hazardous Materials. (d) None of the real property owned or leased by the Company or any Company Subsidiary is listed or, to the knowledge of the Company, proposed for listing on the "National Priorities List" under CERCLA, as updated through the date hereof, or any similar state or foreign list of sites requiring investigation or cleanup. (e) To the Knowledge knowledge of the Company and the SellerCompany, there are no underground fuel storage tanks or underground above-ground storage tanks for storage of located on any materials of environmental concern at any Company Real Property which are now, or in the past were, used to store Hazardous Materials. "Company Real Property" shall mean all real property currently owned, operated (i) that is owned or leased used by the Company, and since January 1, 2007, no such tanks have been closed, removed Company or taken out any of service from any such facilities. (e) Neither its Subsidiaries or that is reflected as an asset of the Company nor or any of its corporate predecessors Subsidiaries on the audited balance sheet of the Company as of September 30, 2003 and (ii) formerly owned or Affiliates took any action at any time that caused or contributed to operated by the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), Company or its degradation products, at, on, or under the Santa Xxxxxxx PropertySubsidiaries. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) The representations and warranties set forth in this Section 4.17 are the sole and exclusive representations and warranties hereunder pertaining or relating to any environmental, health or safety matters, including any arising under any Environmental Laws, and no other representation or warranty set forth herein shall be read or construed as to address environmental, health or safety matters. Except as set forth in on Schedule 3.18 4.17 hereto: (a) the operations of the Company Disclosure Schedules Latisys Companies are in compliance in all material respects with all Environmental Laws applicable to their Owned Real Property, Leased Real Property, all buildings, structures and except as would not reasonably be expected to have a Material Adverse Effect on the Companyfixtures thereon, to the Knowledge operations at and occupation of the CompanyReal Property, which compliance includes obtaining, maintaining and complying with any material Permits required under applicable Environmental Laws necessary to operate its business as currently conducted; (b) none of the Latisys Companies are, or have been, the subject of any Order of any Governmental Body respecting (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) Remedial Action or (iii) any Release or threatened Release of a Hazardous Material; (c) none of the Company Latisys Companies has operated its business with all Permits required received written notice from any Governmental Body regarding any actual or alleged violation of or liability under Environmental Law, ; (iiid) the Company has Latisys Companies are not received subject to any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the CompanyCompanies, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any threatened claim alleging that the Latisys Companies may be in violation of any Environmental Law involving the Company.or any Environmental Permit or may have any liability under any Environmental Law; and (be) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the SellerCompanies, there are no underground fuel pending or underground tanks for storage threatened investigations of the business of any materials of environmental concern at Latisys Company, or any property currently owned, operated or previously owned or leased by the Companyproperty of any Latisys Company under Environmental Laws, and since January 1, 2007, no which would reasonably be expected to result in such tanks have been closed, removed or taken out Latisys Company incurring any material liability pursuant to any Environmental Law as a result of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at taken by any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx PropertyLatisys Company. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. Except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) Except as set forth in Schedule 3.18 of the The Company Disclosure Schedules and except as would not reasonably be expected to its Subsidiaries are, and have a Material Adverse Effect on the Companybeen since December 3, to the Knowledge of the Company2011, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all applicable Environmental Laws, (ii) the Company has operated its business including possessing and complying with all Permits required for their respective ownership and operations under applicable Environmental Laws. (b) There is no Proceeding pending or threatened in writing against the Company or any of its Subsidiaries under or pursuant to any Environmental Law. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice from any Person, including any Governmental Entity, alleging that they have been or are in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, (iii) which violation or liability is unresolved. Neither the Company has not received nor any written notice of Subsidiary is a party or subject to any Proceeding administrative or judicial Order concerning pursuant to any Environmental Condition Law. (c) There have been no releases, spills or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls discharges of Hazardous Substances on or urea formaldehyde in amounts underneath any real property that is currently owned or conditions in violation of Environmental Law has been placed, stored or located leased by the Company on the Leased Real Property or the Owned Real Property. There is no pending its Subsidiaries, or, to the Knowledge of the Company, Threatened civil any real property that was formerly owned or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted leased by the Company or at its Subsidiaries, that in each case would be reasonably likely to require reporting, investigation, assessment, cleanup, removal, remediation or other responsive action, or would otherwise be reasonably likely to give rise to any material liability or obligation on the Company’s request within part of the past year and that pertain to the Leased Real Property Company or the Owned Real Property. (d) any of its Subsidiaries, under applicable Environmental Laws. To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither neither the Company nor any of its corporate predecessors Subsidiaries is subject to any material liability for any Hazardous Substance disposal or Affiliates took contamination on any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Propertythird party property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth The Company, including all of its businesses and operations, is, and since January 1, 2000 has been, operated in Schedule 3.18 of compliance with all applicable Environmental Laws, except where the Company Disclosure Schedules failure to so comply has not, and except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) There are no conditions on or beneath any real property which is now owned, used or leased to or by the Knowledge of the CompanyCompany ("Current Real Property") which might, under any applicable Environmental Law, (i) give rise to a material liability or the Company has transportedimposition of a statutory Lien, storedor (ii) require any Response, and/or disposed of Removal or Remedial Action or any Hazardous Materials handled other action, including without limitation reporting, monitoring, cleanup or contribution, which would require a material expenditure or material commitment by the Company. (c) There were no conditions on or beneath any real property which was, but is no longer, owned, used or leased to or by the Company in compliance with all Environmental Laws("Former Real Property"), (ii) during the Company has operated its business with all Permits required period of such ownership, use or lease, which might under any applicable Environmental Law, (iiii) give rise to a material liability or the imposition of a statutory Lien, or (ii) require any Response, Removal or Remedial Action or any other action, including without limitation reporting, monitoring, cleanup or contribution, which would require a material expenditure or commitment by the Company. (d) The Company has not received any written notice notification of a release or threat of a release of a Hazardous Substance with respect to any Proceeding Current Real Property or Order concerning any Environmental Condition Former Real Property. (e) No Hazardous Substances have been used, handled, generated, processed, treated, stored, transported to or Environmental Claimfrom, and (iv) no asbestosreleased, polychlorinated biphenyls discharged or urea formaldehyde in amounts or conditions in violation disposed of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge best of the Company's knowledge, Threatened civil any third party on, about or criminal litigationbeneath any Current Real Property except in compliance with all applicable Environmental Laws, written notice of violationor where the failure to so comply has not and would not reasonably be expected to have, inquiry individually or information request by any Governmental Bodyin the aggregate, relating to any violation of Environmental Law involving a Material Adverse Effect on the Company. (bf) During the Company's ownership, use or lease of the Former Real Property, no Hazardous Substances were used, handled, generated, processed, treated, stored, transported to or from, released, discharged or disposed of by the Company or, to the best of the Company's knowledge, any third party on, about or beneath the Former Real Property except in compliance with all applicable Environmental Laws, or where the failure to so comply has not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (g) To the Company’s Knowledge's knowledge, there have been are no Releases of any Hazardous Materials into above or underground storage tanks, asbestos containing materials, or transformers containing or contaminated with PCBs on or beneath the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Current Real Property. (dh) To the Knowledge of The Company has received no written notice and has no knowledge of: (i) any claim, demand, investigation, enforcement action, Response, Removal, Remedial Action, statutory Lien or other governmental or regulatory action instituted or threatened against the Company and or the SellerCurrent or Former Real Property pursuant to any applicable Environmental Law; (ii) any claim, there are no underground fuel demand notice, suit or underground tanks for storage action, made or threatened by any Person against the Company, the Current Real Property or the Former Real Property relating to (A) any form of damage, loss or injury resulting from, or claimed to result from, any Hazardous Substance on or beneath the Current or Former Real Property or (B) any alleged material violation of any materials of environmental concern at any property currently owned, operated or leased applicable Environmental Law by the Company, and since January 1, 2007, no such tanks have been closed, removed ; or (iii) any written communication to or taken from any Governmental Authority arising out of service from any such facilities. (e) Neither or in connection with Hazardous Substances on or beneath or generated at the Company nor its corporate predecessors Current Real Property or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Former Real Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, any notice of violation, citation, complaint, order, directive, request for information or response thereto, notice letter, demand letter or compliance schedule. (i) To the indemnification and remediation obligations described in Paragraphs 11 and 12 Company's knowledge, no wastes generated by the Company have ever been directly or indirectly sent, transferred, transported to, treated, stored, or disposed of at any site listed or formally proposed for listing on the National Priority List promulgated pursuant to CERCLA or to any site listed on any state list of sites requiring or recommended for investigation or clean-up. None of the DII Contract (herein “Raytheon Indemnity”)Current Real Property or Former Real Property is listed on the National Priorities List or any state list of sites requiring or recommended for investigation or clean up.

Environmental Matters. (a) Except as set forth for such matters that, individually or in Schedule 3.18 of the Company Disclosure Schedules aggregate, have not had or caused and except as would not reasonably be expected to have or cause a KeyOn Material Adverse Effect on the Company, to the Knowledge of the Company, Effect: (ia) the Company KeyOn and each KeyOn Subsidiary has transported, stored, and/or disposed of any Hazardous Materials handled by the Company been and is in compliance with all Environmental Lawsapplicable Environmental, (ii) the Company has operated its business Health and Safety Laws and possesses and is in compliance with all Permits any permits or licenses required under Environmental LawEnvironmental, (iii) Health and Safety Laws. To the Company has not received any written notice Knowledge of KeyOn, there are no past or present facts, conditions or circumstances that interfere with or preclude, or could interfere with or preclude if known to a Governmental Authority, the conduct of any Proceeding of their respective businesses as now conducted or Order concerning which interfere with continued compliance with applicable Environmental, Health and Safety Laws; (b) No proceedings or investigations of any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no Governmental Authority are pending or, to the Knowledge of KeyOn, threatened against KeyOn or the Company, Threatened civil KeyOn Subsidiaries that allege the violation of or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating seek to impose liability pursuant to any Environmental, Health and Safety Laws, and, to the Knowledge of KeyOn, there are no past or present facts, conditions or circumstances at, on or arising out of, or otherwise associated with, any current (or, to the Knowledge of any of the KeyOn Companies, former) businesses, assets or properties of KeyOn or any KeyOn Subsidiary, which constitute a material violation of Environmental Law involving the Company. Environmental, Health and Safety Laws or are reasonably likely to give rise to (bi) To the Company’s Knowledgecosts, there have been no Releases of expenses, liabilities or obligations for any Hazardous Materials into the Environment by the Companycleanup, orremediation, with respect disposal or corrective action under any Environmental, Health and Safety Laws, (ii) Claims arising for personal injury, property damage or damage to any such Releases of Hazardous Materialsnatural resources, the Company has given all required notices to Governmental Bodies or (copies of which have been made available to the Buyer).iii) fines, penalties or injunctive relief; and (c) The Company Neither KeyOn nor any of the KeyOn Subsidiaries has made available (i) received any written notice of noncompliance with, violation of, or liability or potential liability under any Environmental, Health and Safety Laws or (ii) entered into or become subject to any consent decree, Order or agreement with any Governmental Authority or other Persons pursuant to any Environmental, Health and Safety Laws or relating to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage cleanup of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesHazardous Materials. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in on Schedule 3.18 of the Company Disclosure Schedules 5.7 and except as would not reasonably for any adverse environmental condition(s) which may be expected identified in any environmental report prepared and delivered pursuant to have a Material Adverse Effect on the CompanySection 7.5, to the Knowledge Best of Seller's Knowledge, Seller's use of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company Real Property complies in compliance all material respects with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company . Seller has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge Best of the CompanySeller's Knowledge, Threatened civil or criminal litigation, written oral notice of violation, inquiry any claim or information request by any Governmental Body, relating investigation based on Environmental Laws which relates to any violation of Environmental Law involving the CompanyReal Property or any operations conducted by Seller on such Real Property. (b) To Seller has provided Buyer with complete and correct copies of (i) all studies, reports, samplings, test results, surveys, submissions, correspondence or other materials in the Company’s Knowledgepossession of Seller, there have been no Releases TCI or any of TCI's direct or indirect wholly-owned subsidiaries relating to the presence or alleged presence of Hazardous Substances at, on or affecting the Real Property, (ii) all notices or other materials in the possession of Seller, or TCI or any Hazardous Materials into of TCI's direct or indirect wholly-owned subsidiaries that were received from any Governmental Authority having the Environment by power to administer or enforce any Environmental Laws relating to current or past ownership, use or operation of the CompanyReal Property or activities at the Real Property and (iii) all materials in the possession of Seller, or, with respect TCI or any of TCI's direct or indirect wholly-owned subsidiaries relating to any such Releases of Hazardous Materialsclaim, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)allegation or action by any private third party under any Environmental Law. (c) The Company has made available Except for any adverse environmental condition(s) which may be identified in any Phase I environmental report prepared and delivered pursuant to Section 7.5, Seller does not know or have any reason to know of: (i) the presence, release or threatened release of any Hazardous Substances in, on, to, from or under the Real Property; (ii) the use, treatment, storage, disposal or transportation of Hazardous Substance in, on, to, from or under the Real Property; (iii) any judicial or administrative proceedings regarding Hazardous Substances or Environmental Laws in connection with the Real Property or, to the BuyerBest of Seller's Knowledge, prior any threat thereof; or (iv) any other matter relating to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete Hazardous Substances or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain threats to the Leased Real Property public health or the Owned environment in connection with the Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 Section 3.16 of the Company Seller Disclosure Schedules Schedule: (a) The Companies are now and except as would not reasonably be expected to at all times have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company been in compliance in all material respects with all applicable Environmental Laws, (ii) including such Environmental Laws relating to the Company has operated its business with manufacture, generation, processing, storage, treatment, recycling, removal, cleanup, transport or disposal of all Permits required under Environmental Law, (iii) Hazardous Materials at the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or otherwise applicable to the Owned Real Property. There Business and operations of the Companies and the possession of all Environmental Permits required by any applicable Environmental Laws. (b) Neither Seller nor any Company has received any demand notice, claim, request for information, complaint or administrative or judicial order, and there is no pending or, to the Knowledge of the CompanySeller’s Knowledge, Threatened threatened civil or criminal litigation, written claim, notice of violation, formal administrative proceeding, or investigation, inquiry or information request by from any Governmental BodyAuthority or any Person regarding any liabilities or potential liabilities (whether accrued, relating to absolute, contingent, unliquidated or otherwise), including any violation of material investigatory, remedial or corrective obligations, arising under Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to the Companies, the Real Property, the Stations or the Assets and there are no conditions or occurrences with respect to the Companies, the Real Property, the Stations or the Assets that would reasonably be expected to lead to any such Releases of Hazardous Materialsdemands, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)claims, information requests or notices. (c) The Company current and historical operation and use of the Stations, the Real Property and the Assets is and has made available been during the past five (5) years in compliance in all material respects with all applicable Environmental Laws, including those Environmental Laws relating to the Buyermanufacture, prior to the execution of this Agreementgeneration, trueprocessing, correct and complete copies storage, treatment, recycling, removal, cleanup, transport or disposal of all environmental reports, studies, investigations and audits, whether complete Hazardous Materials at or incomplete, that were conducted by from the Company or at the Company’s request within the past year and that pertain to the Leased Real Property Stations or the Owned Real Property. (d) To There has been no Release of any Hazardous Materials at or from the Knowledge Real Property (to Seller’s Knowledge, in the case of periods prior to the Companies’ ownership of the Company and Owned Real Property or in the Seller, there are no underground fuel case of the Leased Real Property) or underground tanks for storage other Asset reportable under or in violation of any materials of environmental concern at Environmental Law or that would reasonably be expected to give rise to any property currently owned, operated liability or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from remediation obligation on Purchaser under any such facilitiesEnvironmental Law. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, There are no Hazardous Materials at, on, under or emanating from any Real Property that are in excess of any concentration levels or standards prescribed by any Environmental Law or that would reasonably be expected to give rise to any liability or remediation obligation under the Santa Xxxxxxx Propertyany Environmental Law. (f) The Deposit Receipt There are no underground storage tanks, polychlorinated biphenyls or asbestos-containing material located at any of the Real Property and, any storage tanks (whether under or above ground) previously located at any such property were, to Seller’s Knowledge, at all times maintained, operated, sealed, closed and disposed of in accordance with all applicable Environmental Laws. (g) There are no circumstances or conditions present at the operations of the Stations or any of the Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented Property or amended in any way other Assets that would impact Raytheonreasonably be expected to prevent the operations, when used and operated in the manner currently used and operated, from continuing to operate in material compliance with all applicable Environmental Laws. (h) Neither Seller, any Company nor, to Seller’s obligationsKnowledge, includingany third party (including any prior owner or tenant of the Real Property) has manufactured, without limitationgenerated, processed, used, handled, treated, stored, disposed of or Released any Hazardous Materials at, under, on or about the Real Property in violation of any Environmental Law. (i) True and complete copies of all material environmental reports pertaining to the Real Property, the indemnification Assets, the Stations or the Companies in Seller’s or any Company’s possession or control have been delivered to Purchaser prior to Closing. (j) This Section 3.16 contains the sole and remediation obligations described in Paragraphs 11 exclusive representations and 12 warranties of the DII Contract (herein “Raytheon Indemnity”)Seller with respect to Environmental Laws and other environmental matters.

Environmental Matters. (a) Except as set forth in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Company Material Adverse Effect on the Company, to the Knowledge of the Company, Effect: (i) The Company and the Company Subsidiaries are in compliance with, and for the past three years have been in compliance with, all applicable Environmental Laws and all Environmental Permits. All past non-compliance with Environmental Laws or Environmental Permits has transportedbeen resolved without any pending, storedon-going or future obligation, and/or disposed of cost or liability, and there is no requirement proposed for adoption or implementation under any Environmental Law or Environmental Permit that is reasonably expected to have a Material Adverse Effect. (ii) There are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials handled are being or have been treated, stored or disposed on any of the real property owned or leased by the Company or any Company Subsidiary (the "Real Property") or on any property formerly owned, leased, used or occupied by the Company or the Company Subsidiaries. (iii) The Company and the Company Subsidiaries have not, and to their knowledge no other person has, released Hazardous Materials on any of the Real Property or during its ownership or occupancy of such property on any property formerly owned, leased, used or occupied by the Company or the Company Subsidiaries. (iv) The Company and the Company Subsidiaries are not conducting, and have not undertaken or completed, any remedial action relating to any release or threatened release at the Real Property or at any other site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law or Environmental Permit. (v) There is no asbestos or asbestos-containing material on any of the Real Property. (vi) None of the Real Property is listed or proposed for listing on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System under the federal Comprehensive Environmental Response, Compensation, and Liability Act or any analogous federal, state or local list. (vii) There are no Environmental Claims pending or threatened against the Company or the Company Subsidiaries or the Real Property, and to their knowledge there are no circumstances that can reasonably be expected to form the basis of any such Environmental Claim, including without limitation with respect to any off-site disposal location presently or formerly used by the Company or the Company Subsidiaries or any of their predecessors or with respect to any previously owned or operated facilities. (viii) The Company and the Company Subsidiaries can maintain present production levels in compliance with all applicable Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding Laws without a material increase in capital or Order concerning operating expenditures and without modifying any Environmental Condition Permits or obtaining any additional Environmental ClaimPermits. (ix) There are no wetlands or any areas subject to any legal requirement or restriction in any way related to wetlands (including, and (ivwithout limitation, requirements or restrictions related to buffer or transition areas or open waters) no asbestos, polychlorinated biphenyls at or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by affecting the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To The Company and the Company’s Knowledge, there Company Subsidiaries have been no Releases provided New Holland with copies of any Hazardous Materials into environmental assessment or audit reports or other similar studies or analyses relating to the Environment by the Company, or, with respect to any such Releases of Hazardous MaterialsBusiness, the Real Property or the Company has given all required notices to Governmental Bodies (copies of which have been made available to or the Buyer)Company Subsidiaries. (c) The Except as disclosed in Section 3.12 of the Company has made available to the BuyerDisclosure Schedule, prior to neither the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by Agreement nor the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge consummation of the Company and the Seller, there are no underground fuel transactions contemplated herein will require any remedial action or underground tanks for storage notice to or consent of Governmental Authorities or third parties pursuant to any materials applicable Environmental Law or Environmental Permit. For purposes of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).this Agreement:

Environmental Matters. 3.18.1 Except as disclosed on Schedule 3.18.1: (a) Except as set forth During the period in Schedule 3.18 which the Company was a tenant thereon, Constituents of Concern have not been generated, recycled, used, treated, or stored on, transported to or from, or released or disposed on, the Company Real Property by the Company or, to the knowledge of the Company, by any other party, or to the knowledge of the Company Disclosure Schedules and on any property adjoining or adjacent to the Company Real Property except as in a manner which would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, result in any liability under any Environmental Laws and in compliance with Environmental Laws; (ib) the Company has transportedis in compliance in all material respects with all applicable Environmental Laws (including by obtaining all necessary Environmental Permits for the ownership, storeduse, and/or disposed operation of any Hazardous Materials handled by the Company in compliance with the requirements of all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim), and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation the requirements of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is Permits issued under such Environmental Laws; (c) there are no pending or, to the Knowledge knowledge of the Company, Threatened civil threatened Environmental Claims against the Company or criminal litigation, written notice of violation, inquiry the Company Real Property or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company.Leased Real Property; (bd) To there are no facts, circumstances, conditions, or occurrences regarding the Company’s Knowledge, there have been no Releases past or present business or operations on the Company Real Property or Leased Real Property that will or would (i) form the basis of any Hazardous Materials into the Environment by a material Environmental Claim against the Company, or any of the Company Real Property or Leased Real Property or assets or (ii) cause any such current Company Real Property or Leased Real Property or assets to be subject to any material restrictions on its ownership, occupancy, use, or transferability under any Environmental Law; (e) there are no (i) underground storage tanks or sumps (ii) landfills, (iii) surface impoundments, (iv) asbestos-containing material that requires special handling under Environmental Laws or (v) equipment containing polychlorinated biphenyls on any Company Real Property or Leased Real Property; (f) Neither the Company, nor any Company Real Property is listed or, with respect to the knowledge of the Company, is proposed for listing on the National Priorities List under CERCLA or on any such Releases similar federal, state, or foreign list of Hazardous Materialssites requiring investigation or clean-up, nor has the Company received any notice as a potentially responsible party under the foregoing; (g) there are no material Environmental Permits that are nontransferable or require consent, notification, or other action to remain in full force and effect following the consummation of the transactions contemplated hereby; and (h) the Company has given all required notices no material liability or obligation, and has not entered into an agreement or consent order assuming any material liability or obligation, under any Environmental Law (including any obligation to Governmental Bodies (copies of which have been made available to remediate any Environmental Condition whether caused by the BuyerCompany or any other Person). (c) 3.18.2 The Company has made available delivered to the Buyer, prior to the execution of this Agreement, Purchaser true, correct and complete copies of all environmental reportsinvestigations, studies, investigations and audits, whether complete tests, reviews, or incomplete, that were conducted other analyses by or on behalf of the Company or at that are available to the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 None of the Company Disclosure Schedules nor any of the Company Subsidiaries has materially violated since January 1, 2018 or is in material violation of any Environmental Law or any permit, license or other authorization issued to each of the Company and except as would not reasonably be expected to have a Material Adverse Effect on each Company Subsidiary under applicable Environmental Law (“Environmental Permit”) and all past non-compliance has been resolved without ongoing obligations or costs; (b) there has been no Release of Hazardous Substances at any of the Companyproperties or facilities currently, or to the Knowledge knowledge of the Company, (i) the Company has transportedformerly owned, stored, and/or disposed of any Hazardous Materials handled leased or operated by the Company in compliance with all Environmental Laws, (ii) or any Company Subsidiary or at any location or facility where wastes from the business or assets of the Company has operated its business with all Permits required under Environmental Law, (iii) or the Company has not received any written notice Subsidiaries are disposed of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and recycled; (ivc) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation none of Environmental Law has been placed, stored or located by the Company on or any of the Leased Real Property Company Subsidiaries is, in any material respect, actually, or the Owned Real Property. There is no pending or, to the Knowledge knowledge of the Company, Threatened civil potentially or criminal litigationallegedly liable pursuant to applicable Environmental Laws for any off-site contamination by Hazardous Substances; (d) each of the Company and each Company Subsidiary has all material Environmental Permits required under applicable Environmental Law; (e) all material Environmental Permits are in full force and effect and there are no facts or circumstances that would be reasonably expected to result in the revocation or modification of any material Environmental Permit; (f) none of the Company nor any of the Company Subsidiaries is the subject of any claims, written notice of violation, inquiry actions or information request by any Governmental Body, suits relating to any violation Hazardous Substances or arising under Environmental Laws, and to the knowledge of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, orthere are no facts or circumstances that would be reasonably expected to result in any material future claims, liabilities or actions; (g) none of the Company or any of the Company Subsidiaries is subject to any material outstanding order, writ, judgment, injunction, temporary restraining order, stipulation, determination, decree or award of any Governmental Authority under Environmental Laws; (h) no consent, approval or authorization of or registration or filing with any Governmental Authority is required by Environmental Laws or Environmental Permits in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement; (i) none of the Company or any of the Company Subsidiaries has assumed, undertaken or provided an unexpired indemnity with respect to any such Releases of material liability, in each case relating to Hazardous Materials, the Company has given all required notices Substances or relating to Governmental Bodies Environmental Laws; and (copies of which j) there neither are nor have been made available to any landfills, disposal areas, aboveground storage tanks or underground storage tanks at any of the Buyer). Company’s currently or formerly owned, leased or operated properties; (ck) The the Company has made available to the Buyer, prior to the execution of this Agreement, true, GigCapital5 correct and complete copies of all Phase I environmental reports and other environmental sampling and monitoring data, Phase II environmental reports, studiesenvironmental health and safety audits or inspections, investigations and audits, whether complete material documents related to any proceeding or incomplete, that were conducted by unresolved material liability arising under Environmental Laws relating to the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge any of the Company and the SellerSubsidiaries or any other current or former property, there are no underground fuel facility or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesoperating location. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in on Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, 4.02(i): (i) Since the Acquisition Date, to Sellers’ Knowledge, the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company complied in all material respects with and is in compliance in all material respects with all Environmental Laws, and since the Acquisition Date, to Sellers’ Knowledge the Company has not received or been served with written notice, or to Sellers’ Actual Knowledge oral notice, of any material Environmental Claims, actions, proceedings, investigations, or liabilities and, since the Acquisition Date to Sellers’ Actual Knowledge, no Environmental Claims, actions, proceedings or investigations are threatened against the Company under any Environmental Laws that would result in material liability; CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (ii) Since the Acquisition Date to Sellers’ Actual Knowledge, there has not been a Release of any Hazardous Substance at or from the Project or the Site or caused by the Company at a location other than the Site and relating to the Company’s operations of the Project or at the Site, that would result in material liability of the Company under any Environmental Laws or in a material Environmental Claim; (iii) Since the Acquisition Date to Sellers’ Actual Knowledge, the Company has not treated, stored, disposed of, or arranged for the disposal of Hazardous Substances, or owned or operated its business any property or facility contaminated by any Hazardous Substance, so as would give rise to any material liability for: response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, or any investigative, corrective or remedial obligations, pursuant to any Environmental Laws; (iv) The Company has not assumed, undertaken, provided an indemnity with respect to or otherwise become subject to, any liability relating to, and is not the successor to any liability of any other Person relating to, Environmental Laws which would result in a Material Adverse Effect; and (v) Schedule 4.02(i)(v) specifies each material Company Environmental Permit, and to Sellers’ Actual Knowledge such Company Environmental Permits are in full force and effect, except for such Company Environmental Permits the absence or invalidity of which would not result in a Material Adverse Effect. The Company has all of the Environmental Permits that are required under for the ownership, operation, use and maintenance of the Project, the Site or any other Company Assets, including the Company Contracts, the absence or invalidity of which would result in a Material Adverse Effect. To Sellers’ Actual Knowledge the Company is in compliance in all material respects with each Company Environmental LawPermit applicable to it, (iii) and since the Acquisition Date, to Sellers’ Knowledge the Company has not received any written notice written, or to Sellers’ Actual Knowledge, oral, notification from any Governmental Authority that (i) it is in material violation of any Proceeding Company Environmental Permit or Order concerning any (ii) except in the case of a Company Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, Permit expiring solely due to the Knowledge passage of the Companytime, Threatened civil threatens to terminate, cancel, revoke or criminal litigation, written notice of violation, inquiry or information request by modify in a materially adverse manner any Governmental Body, relating to any violation of Company Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct Permit. True and complete copies of all environmental reports, studies, investigations and audits, whether complete Company Environmental Permits listed on Schedule 4.02(i)(v) have been delivered or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain made available to the Leased Real Property or the Owned Real PropertyPurchaser except as otherwise noted therein. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Since December 31, 2013, the Sellers and their Affiliates, in each case in respect of the Owned Real Property, the Leased Real Property and the operation of the Business, are and have been in compliance in all material respects with all applicable Environmental Laws. (b) Since December 31, 2013, there has been no civil, criminal or administrative action, suit, investigation or Proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Sellers or any of their Affiliates, in each case in respect of the Owned Real Property, the Leased Real Property and the operation of the Business, relating to or arising from any Environmental Laws which would result in a material liability. (c) Since December 31, 2013, the Sellers and their Affiliates, in each case in respect of the Owned Real Property, the Leased Real Property and the operation of the Business, have obtained, maintained and complied with all permits required under applicable Environmental Law (“Environmental Permits”) necessary to own, lease or operate the Business Assets as currently used and to carry on the Business as presently conducted, and such Environmental Permits are in full force and effect, except where any failure to obtain, maintain or comply would not result in a material liability. As of the date hereof, no suspension or cancellation of any of such Environmental Permits is pending or, to the Sellers’ Knowledge, threatened. (d) Except as set forth in on Disclosure Schedule 3.18 3.18(d), none of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on following exists at any Owned Real Property or Leased Real Property operated by the Company, to the Knowledge of the Company, Business: (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Lawsunderground storage tanks, (ii) the Company has operated its business with all Permits required under Environmental Lawasbestos-containing material in any friable and damaged form or condition, (iii) the Company has not received any written notice of any Proceeding equipment containing polychlorinated biphenyls, or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestoslandfills, polychlorinated biphenyls surface impoundments (other than features used for stormwater management) or urea formaldehyde in amounts disposal or conditions in violation of release areas regulated by Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesLaws. (e) Neither No Owned Real Property or Leased Real Property is listed or publicly proposed for listing on the Company nor its corporate predecessors National Priorities List under CERCLA, or Affiliates took on any action at similar list of sites authorized or regulated by any time that caused or contributed other Governmental Authority pertaining to the release or disposal Release of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), Hazardous Materials to any such site that might reasonably require investigation or its degradation products, at, on, or under the Santa Xxxxxxx Propertyremediation. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital InstrumentsThere has been no Release of a Hazardous Material at, Inc. and Raytheon Companyon, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented under or amended in any way that would impact Raytheon’s obligations, including, without limitation, Owned Real Property or Leased Real Property associated with the indemnification and remediation obligations described in Paragraphs 11 and 12 operation of the DII Contract Business by the Sellers and/or any of their Affiliates that could reasonably give rise to any material liability under any applicable Environmental Law. (herein “Raytheon Indemnity”)g) The Sellers have made available to the Buyers copies of all material environmental reports, data and information that are in its possession and to the extent related principally to the operation of the Business on any Owned Real Property and Leased Real Property.

Environmental Matters. (a) Except as set forth on Schedule 4.17: (a) The Sellers and Skyware (in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, relation to the Knowledge of Transferred Real Property, the CompanyReal Property owned by Skyware, the tangible Assets and the Business) have materially complied and are in material compliance with all applicable Environmental Laws. (i) The Sellers and Skyware are in possession of all Environmental Permits, if any, required for their operation of the Company has transportedBusiness and ownership and operation of the tangible Assets as currently conducted, storedincluding those required for operations, and/or disposed of any Hazardous Materials handled on the Transferred Real Property and the Real Property owned by the Company Skyware, and have materially complied and are in material compliance with all of the requirements and limitations included in such Environmental LawsPermits, and (ii) the Company has operated its business with a list of all such Environmental Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company is set forth on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the BuyerSchedule 4.17(b)(ii). (c) The Company Except as has made available to the Buyer, been resolved prior to the execution date of this AgreementAgreement without any material future or continuing obligation of any Seller or Skyware, trueno written notice from any Governmental Authority or any other Person has been received by any Seller or Skyware claiming that (i) the operation of the Business, correct and complete copies including the operation at or on any of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Transferred Real Property or the Owned Real PropertyProperty owned by such Seller or Skyware is or was in violation of any Environmental Law or Environmental Permit, or (ii) the Sellers (in connection with the Business) or Skyware is responsible (or potentially responsible) for the investigation or cleanup of any Hazardous Substances or for any other environmental response action at any Transferred Real Property or the Real Property owned by Skyware or any other locations. (d) To the Knowledge of the Company and the SellerSellers’ Knowledge, there are no underground fuel active or abandoned underground tanks for storage of any materials of environmental concern and related pipes at any property currently owned, operated or leased the Transferred Real Property and the Real Property owned by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesSkyware. (e) Neither To the Company Sellers’ Knowledge, neither the Sellers nor its corporate predecessors Skyware sells or Affiliates took has sold any action at product containing asbestos or that utilizes or incorporates asbestos-containing materials in any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Propertyway. (f) The Deposit Receipt To the Sellers’ Knowledge, the Business, the Transferred Real Property and the Real Estate Purchase Contract between Digital InstrumentsProperty owned by Skyware will not require a material capital expenditure or annual operating expense increase during the two years following the Closing Date to achieve compliance with any Environmental Law. (g) No Seller (in relation to the Transferred Real Property, Inc. and Raytheon CompanyReal Property of Skyware, dated December 20, 1996 (“DII Contract”tangible Assets or the Business) is in full force and effect. The DII Contract has not been modifiedthe subject of any pending, supplemented or amended or, to the Sellers’ Knowledge, threatened Proceeding in any way forum, judicial or administrative, involving a demand for damages, injunctive relief, penalties or other potential liability with respect to any Environmental Liability or any violation of any Environmental Law. Except as has been resolved prior to the date of this Agreement without any material future or continuing obligation, no Seller (in relation to the Transferred Real Property, tangible Assets or the Business) has entered into or been or is subject to any Order, including any consent decree, compliance order or administrative order pursuant to an Environmental Law. (h) To the Sellers’ Knowledge, with respect to the Transferred Real Property, Real Property of Skyware, tangible Assets and the Business, there has been no Release, disposal, arrangement for disposal of or exposure of any Person to any Hazardous Substance that would impact Raytheon’s obligationshas given or could give rise to any material liabilities under any Environmental Law. (i) The Sellers have furnished or made available to Purchaser all environmental compliance audits, includingPhase I and II environmental assessment reports, without limitationasbestos surveys and other material environmental documents relating to the Transferred Real Property, Real Property of Skyware, tangible Assets and the indemnification and remediation obligations described Business that are in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)their possession or under their reasonable control.

Environmental Matters. (a) Except as set forth The Acquired Corporations are and since January 1, 2021 have been in Schedule 3.18 compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining or complying with all Governmental Authorizations required under Environmental Laws for the operation of the Company Disclosure Schedules and their business, except as would not reasonably be expected be, individually or in the aggregate, material to have the Acquired Corporations taken as a Material Adverse Effect on whole. (b) As of the date of this Agreement, there is no Legal Proceeding relating to or arising under any Environmental Law that is pending or, to the knowledge of the Company, threatened against any Acquired Corporation or in respect of any Leased Real Property, except as would not be, individually or in the aggregate, material to the Knowledge Acquired Corporations taken as a whole. (c) Since January 1, 2021 through the date of this Agreement, except as would not be, individually or in the aggregate, material to the Acquired Corporations taken as a whole, no Acquired Corporation has received any written notice, report or other information of or entered into any legally binding agreement, order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved material violations, liabilities or requirements on the part of any Acquired Corporation relating to or arising under Environmental Laws. (d) To the knowledge of the Company, (i) the Company no Person has transported, stored, and/or disposed of been exposed to any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding Material at a property or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge facility of the Company at levels in excess of applicable permissible exposure levels; and the Seller, (2) there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks 2021 have been closedno Hazardous Materials present or Releases on, removed at, under or taken out of service from any such facilitiesproperty or facility, including the Leased Real Property, in a manner and concentration that would reasonably be expected to result in any material claim against or material liability of an Acquired Corporation under any Environmental Law. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4)No Acquired Corporation has assumed, TCE (CAS Number 79-01-6)undertaken, or its degradation products, at, on, or under the Santa Xxxxxxx Propertyotherwise become subject to any material liability of another Person relating to Environmental Laws. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. To Seller’s Knowledge, except for any condition or other matter described in Schedule 3.8 hereto, (a) Except as set forth the Owned Real Property and the Leased Real Property and the Branch Offices are, and have been since Seller took possession, in Schedule 3.18 compliance in all material respects with all applicable Environmental Laws; (b) there are no actions, suits, claims, consent decrees, demand letters, formal or informal complaints, notices of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Companyviolation, orders or Proceedings pending or threatened against Seller or any other person, with respect to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding Owned Real Property or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Branch Offices by or before any Governmental Authority or agency or by any third party which in any way relates to any Environmental Laws or to any presence of or exposure to any Hazardous Substances; (c) there has been no Hazardous Substance handled, stored, disposed of, or released in, on, under, about or from the Branch Offices, the Owned Real Property or Leased Real Property in a manner or in an amount or concentration that would trigger any required notice, investigation, remedial action, or liability under any applicable Environmental Laws; (d) there are no regulated asbestos-containing materials, toxic mold, radioactive materials or lead-based paint present at the Branch Offices in violation of any Environmental Law; (e) there are no underground storage tanks located on or under the Branch Offices, the Owned Real Property or Leased Real Property; (f) no lien has been placed on the Owned Real Property. There is no pending or, to the Knowledge of Leased Real Property, or the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request Branch Offices by any Governmental Body, relating to any violation of Environmental Law involving Authority in connection with the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases presence of Hazardous MaterialsSubstances; and (g) Schedule 3.8 lists all environmental and health and safety studies, reports, analytical data, and audits in the Company has given all required notices possession or control of Seller related to Governmental Bodies the Real Property (the “Existing Environmental Reports”). There are no environmental and health and safety studies, reports or audits in the possession or control of Seller related to the Real Property other than the Existing Environmental Reports, true and correct copies of which have been made available provided to the Buyer)Purchaser. This Section 3.8 constitutes Seller’s exclusive representation regarding Environmental Laws and Hazardous Substances and no other provisions hereof shall be construed as covering such matters. (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except Other than as set forth in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the CompanySchedule 3.18, to the Knowledge Company’s Knowledge, no real property (including buildings or other structures) currently or formerly owned or operated by Company or any of the Companyits Subsidiaries or any predecessor, or any property in which Company or any of its Subsidiaries holds a security interest, Lien or a fiduciary or management role (i) the “Company Loan Property”), has transportedbeen contaminated with, storedor has had any release of, and/or disposed of any Hazardous Materials handled by the Company Substance in compliance with all a manner that violates Environmental LawsLaw or requires reporting, (ii) the Company has operated its business with all Permits required investigation, remediation or monitoring under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) Except as disclosed on Company Disclosure Schedule 3.18, to Company’s Knowledge, Company and each of its Subsidiaries is in compliance with applicable Environmental Law. (c) To Company’s Knowledge, neither Company nor any of its Subsidiaries could be deemed the owner or operator of, or to have participated in the management of, any Company Loan Property which has been contaminated with, or has had any release of, any Hazardous Substance in a manner that violates Environmental Law or requires reporting, investigation, remediation or monitoring under Environmental Law. (d) To Company’s Knowledge, neither Company nor any of its Subsidiaries nor any predecessor has any liability under Environmental Law arising from the presence, release or disposal of any Hazardous Substance on any real property currently or formerly owned by the Company or any of its Subsidiaries or any predecessor, or any Company Loan Property, or any other location. (e) Neither Company nor any of its Subsidiaries has received (i) any written notice, demand letter, or claim alleging any violation of, or liability under, any Environmental Law or (ii) any written request for information reasonably indicating an investigation or other inquiry by any Government Authority concerning a possible violation of, or liability under, any Environmental Law. (f) No Lien or encumbrance has been imposed on property owned by the Company or on any Company Loan Property in connection with any liability or potential liability arising from or related to Environmental Law and to Company’s Knowledge there is no action, proceeding, writ, injunction or claim pending or threatened which could result in the imposition or any such Lien or encumbrance. (g) Neither Company nor any of its Subsidiaries is, or has been, subject to any order, decree or injunction relating to a violation of or allegation of liability under any Environmental Law. (h) Except as disclosed on Company Disclosure Schedule 3.18, to Company’s Knowledge, there have been are no Releases circumstances or conditions (including the presence of asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning, or automotive services) involving Company, any of its Subsidiaries, any predecessor. any currently or formerly owned or operated property, or any Company Loan Property, that could reasonably be expected pursuant to applicable Environmental Law to (i) result in any claim, liability or investigation against Company or any of its Subsidiaries, (ii) result in any restriction on the ownership, use, or transfer of any Hazardous Materials into property, or (iii) adversely affect the Environment by the Company, or, with respect to value of any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)Loan Property. (ci) The Company has made available delivered to the Buyer, prior to the execution of this Agreement, true, correct and complete Buyer copies of all environmental reports, studies, investigations sampling data, correspondence, filings and auditsother information in its possession or reasonably available to it relating to environmental conditions at or on any real property (including buildings or other structures) currently or formerly owned or operated by Company or any of its Subsidiaries or any Company Loan Property. Company Disclosure Schedule 3.18 includes a list of environmental reports and other information provided. (j) There is no litigation pending or, to the Knowledge of Company, threatened against Company or any of its Subsidiaries, or, to the Knowledge of Company, affecting any property now or formerly owned or used by Company or any of its Subsidiaries or any predecessor or any Company Loan Property, before any court, or Governmental Authority (i) for alleged noncompliance (including by any predecessor) with any Environmental Law or (ii) relating to the presence or release into the environment of any Hazardous Substance, whether complete or incompletenot occurring at, that were conducted by the on or involving a Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Loan Property. (dk) To the Knowledge of the Except as disclosed on Company and the SellerDisclosure Schedule 3.18, to Company’s Knowledge, there are no underground fuel storage tanks on, in or underground tanks for storage of any materials of environmental concern at under any property currently ownedowned or operated by Company or any of its Subsidiaries, operated or leased by any Company Loan Property and, to the Knowledge of Company, and since January 1, 2007, no such tanks have underground storage tank has been closed, closed or removed or taken out of service from any such facilitiesCompany Loan Property except in compliance with Environmental Law. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 of the Company Disclosure Schedules and except as would not have, or would not reasonably be expected to have have, individually or in the aggregate, a Realty Income Material Adverse Effect on Effect: (i) (A) Realty Income, each Subsidiary of Realty Income and each of the CompanyRealty Income Properties is in compliance and, except for matters that have been fully and finally resolved, has complied with all applicable Environmental Laws; (B) there is no litigation, investigation, request for information or other claim or proceeding pending or, to the Knowledge knowledge of Realty Income, threatened against Realty Income or any Subsidiary of Realty Income under any applicable Environmental Laws or with respect to Hazardous Materials; (C) Realty Income holds all of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company Permits required under applicable Environmental Laws for its current operations and is in compliance with all Environmental Laws, the terms of any such Permits and (iiD) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company Realty Income has not received any written notice of Violation or actual or potential liability under any Proceeding applicable Environmental Laws or Order concerning with respect to Hazardous Materials that remains unresolved, or that any Environmental Condition judicial, administrative or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls compliance order or urea formaldehyde in amounts or conditions in violation of Environmental Law claim has been placed, stored issued against Realty Income or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, any Subsidiary of Realty Income which remains unresolved; (ii) to the Knowledge knowledge of the CompanyRealty Income, Threatened civil neither Realty Income nor any Subsidiary of Realty Income has used, generated, stored, treated or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of handled any Hazardous Materials into on the Environment by Realty Income Properties in a manner that would reasonably be expected to result in liability under any Environmental Law, and there are currently no underground storage tanks, active or abandoned, used now or in the Company, or, with respect to any such Releases past for the storage of Hazardous MaterialsMaterials on, in or under any Realty Income Properties in Violation of applicable Environmental Laws. To the Company knowledge of Realty Income, neither Realty Income nor any Subsidiary of Realty Income nor any other Person has given all required notices caused a release of or arranged for the disposal or treatment of Hazardous Materials at any site that would reasonably be expected to Governmental Bodies result in liability or remediation obligations to Realty Income or any Realty Income Subsidiary under any Environmental Law; and (copies of which have been made available iii) to the Buyer). (c) The Company knowledge of Realty Income, all Hazardous Material which has made available to the Buyerbeen removed from any Realty Income Properties was handled, prior to the execution transported and disposed of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Propertytime of removal in compliance with applicable Environmental Laws. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 To the Knowledge of the Selling Parties, all environmental reports obtained by each of the Company Disclosure Schedules and except as the Company Subsidiaries within the past three (3) years with respect to the Real Property Assets have been delivered or made available to Acquiror; (b) none of the Real Property Assets, the Company and the Company Subsidiaries is subject to a written notice or written request for information or order from or agreement with a Governmental Authority or third party respecting a Release or threatened Release or the violation of any Environmental Law; (c) there has been no Release on, at or under any real property formerly owned, leased or otherwise used by any of the Company and the Company Subsidiaries during the period that it was owned, leased or otherwise used by the Company or a Company Subsidiary or, to the Knowledge of the Selling Parties, the Real Property Assets, or arising out of the conduct by the Company or the Company Subsidiaries of their respective businesses, that would not reasonably be expected to result in the imposition of any material liability to any of the Company and the Company Subsidiaries under the Environmental Laws; (d) to the Knowledge of the Selling Parties, there has been no Release at any parcels of real property other than any real property referred to in item (c) that would reasonably be expected to have a Material Adverse Effect material and adverse effect on any Real Property Asset, the Company, Company or any Company Subsidiary; (e) to the Knowledge of the CompanySelling Parties, none of the Real Property Assets is subject to any Lien in favor of any Governmental Authority for (i) the Company has transported, stored, and/or disposed of material liability under any Hazardous Materials handled by the Company in compliance with all Environmental Laws, Laws or (ii) material costs incurred by a Governmental Authority in response to a Release or threatened Release; (f) with respect to any of the Real Property Assets, the Company has operated its business with all Permits required under Environmental Law, (iii) and the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental ClaimSubsidiaries, and (iv) there are no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no material Actions pending or, to the Knowledge of the CompanySelling Parties threatened, Threatened civil arising under or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of an Environmental Law involving or Hazardous Materials or the Company. (b) To the Company’s Knowledge, there have been no Releases making of any Hazardous Materials into claim based on an Environmental Law for personal injury, wrongful death or property damage; (g) the Environment by Company and the Company, or, Company Subsidiaries have operated and are operating their respective businesses in compliance in all material respects with respect applicable Environmental Laws; and (h) to any such Releases the knowledge of Hazardous Materialsthe Selling Parties, the Company has given and the Company Subsidiaries have obtained all required notices to Governmental Bodies (copies material Environmental Permits that are necessary in connection with the operation of which have been made available to their respective businesses as conducted on the Buyer). (c) The Company has made available to the Buyer, prior to the execution date of this Agreement, true, correct all such permits are in good standing and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there Company Subsidiaries are no underground fuel or underground tanks for storage in compliance in all material respects with the terms and conditions of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiespermits. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth Since January 1, 2002, the CAM Business has been operated in Schedule 3.18 of compliance in all material respects with all applicable Environmental Laws and Permits required thereunder. There are no present events, conditions or circumstances associated with the Company Disclosure Schedules and except as CAM Business that would not reasonably be expected to have a Material Adverse Effect on result in any action or claim against the CompanyCAM Subsidiaries under applicable Environmental Laws that, individually or in the aggregate, would reasonably be expected to result in any material liability, nor has any CAM Subsidiary or any Citigroup Seller received any notice that any CAM Owned Real Property or CAM Leased Real Property is in violation of any Environmental Laws or that such CAM Subsidiary is responsible (or potentially responsible) for the Knowledge of the Companyinvestigation, (i) the Company has transportedcleanup, stored, and/or disposed monitoring or other remediation of any Hazardous Materials handled by the Company in compliance with all Environmental Lawson, (ii) the Company has operated its business with all Permits required at or under Environmental Law, (iii) the Company has not received any written notice of any Proceeding CAM Owned Real Property or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the CAM Leased Real Property that, individually or in the Owned Real Propertyaggregate, would reasonably be expected to result in any material liability. There is no pending or, to the Knowledge of Citigroup, threatened claim, litigation or proceeding imposed upon or asserted against Citigroup or any CAM Subsidiary or any of their respective Subsidiaries arising directly or indirectly from or out of the Companypresence, Threatened civil alleged presence, release, threatened release, disposal or criminal litigationremoval of, written notice or exposure to, Mold in, on, under or around any CAM Owned Real Property or CAM Leased Real Property. Neither Citigroup nor any CAM Subsidiary nor any of violationtheir respective Subsidiaries has received any complaint from any of their respective employees, inquiry customers, agents or information request by any Governmental Body, other individuals relating to the presence, alleged presence, release, threatened release, disposal or removal of, or exposure to, Mold in, on, under or around any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of CAM Owned Real Property or CAM Leased Real Property. No Mold is present at any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete CAM Owned Real Property or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the CAM Leased Real Property or the Owned Real Propertywhich would reasonably be expected to result in a material liability. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth Each Acquired Corporation is, and has at all times been, in Schedule 3.18 of compliance in all material respects with all applicable Environmental Laws (except where the Company Disclosure Schedules failure to comply with Environmental Laws did not and except as would not individually or in the aggregate, reasonably be expected to have impose or result in a Material Adverse Effect on material liability that is the responsibility of the Acquired Corporations). During the past three (3) years, neither the Company, nor any other Acquired Corporation, has received any written notice from a Governmental Body that alleges that any Acquired Corporation has been in violation of, or is subject to liability under, in any material respect any Environmental Law. To the Knowledge knowledge of the Company, (i) the Company has transported, stored, and/or disposed no current or prior owner of any Hazardous Materials handled property leased, owned or controlled by the Company in compliance with all Environmental Laws, (ii) the Company Acquired Corporations has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of from a Governmental Body that alleges that such current or prior owner or any Proceeding Acquired Corporation has been in violation of, or Order concerning is subject to liability under, in any material respect any Environmental Condition Law. Neither the Company nor any other Acquired Corporation has installed or Environmental Claimused any of the following in connection with its business, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge knowledge of the Company, Threatened civil none of the following are present at the Leased Real Property: (i) underground storage tanks for Hazardous Materials; (ii) any landfill, wastewater impoundment or criminal litigation, written notice of violation, inquiry other unit for the treatment or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases disposal of Hazardous Materials, the Company has given all required notices to Governmental Bodies ; (copies of which have been made available iii) filled in land or wetlands; (iv) PCBs; (v) toxic mold; (vi) lead-based paint; or (vii) asbestos-containing materials. Except as would not result in any material liability to the Buyer). (c) The Company Acquired Corporations, there has made available to the Buyernot been, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the SellerAcquired Corporations have not caused, there are no underground fuel any Release of Hazardous Materials at, on, under or underground tanks for storage of from any materials of environmental concern at any real property currently or formerly owned, operated or leased by the CompanyAcquired Corporations, during the period of such ownership, operation, or tenancy, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal Company’s knowledge, there has been no Release of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, Hazardous Materials at, on, under, or from the Leased Real Property. Except as would not result in any material liability to the Acquired Corporations, the Acquired Corporations have not disposed or recycled, or arranged for the disposal or recycling, of any Hazardous Materials at any third party property. None of the Acquired Corporations is subject to any order, decree, injunction or other arrangement with any Governmental Body relating to liability or obligations under any Environmental Law. To the Santa Xxxxxxx Propertyknowledge of the Company, there are no other circumstances or conditions involving any Acquired Corporation that could reasonably be likely to result in any material claim, liability, investigation, cost or restriction on the ownership, operation, use, or transfer of any property pursuant to any Environmental Law. (fb) The Deposit Receipt Acquired Corporations have made available to Parent or Parent’s Representatives prior to the date of this Agreement copies of all environmental assessments, reports, studies, memoranda, sampling data, audits and Real Estate Purchase Contract between Digital Instrumentsall material documents in their possession (in each case, Inc. and Raytheon Companythat is dated within the last four (4) years) that relate to their compliance with, dated December 20or liability under, 1996 (“DII Contract”) is in full force and effect. The DII Contract Environmental Laws or the environmental condition of any real property that the Company or any other Acquired Corporation has not been modifiedowned, supplemented operated or amended leased that would reasonably be expected to result in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 material liability of any of the DII Contract (herein “Raytheon Indemnity”)Acquired Corporations.

Environmental Matters. (a) Except as set forth in Schedule 3.18 Section 3.13 of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on Schedule or in the CompanyRecent SEC Documents, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, required environmental remediation activities or, to the Knowledge of the Company, (i) governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on the Company has transported, stored, and/or disposed or any of its Subsidiaries of any Hazardous Materials handled by liability or obligations arising under common law standards relating to environmental protection, human health or safety, or under any local, state, federal, national or supranational environmental statute, regulation or ordinance, including the Company in compliance with all Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, “Environmental Laws”), (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil threatened, against the Company or criminal litigation, written notice any of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Companyits Subsidiaries. (b) To the Company’s Knowledge, there have There has been no Releases release of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws (which would require investigation or remediation under Environmental Laws) (i) by the Company or any Hazardous Materials into of its Subsidiaries in, on, under or affecting the Environment by Owned Real Property or the Leased Real Property, (ii) to the Knowledge of the Company, orby any other person in on, with respect under or affecting the Leased Real Property or (iii) to the Knowledge of the Company, by any such Releases other person in, on, under or affecting the Owned Real Property or Leased Real Property prior to the period of Hazardous Materials, ownership or operation thereof by the Company has given all required notices to Governmental Bodies (copies or any of which have been made available to the Buyer)its Subsidiaries. (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by Neither the Company nor any of its Subsidiaries is subject to any agreement, judgment, decree, or at the Company’s request within the past year and that pertain other order of any kind by or with any court, Governmental Entity, regulatory agency, or third party imposing any material liability or obligations pursuant to the Leased Real Property or the Owned Real Propertyunder any Environmental Law. (d) To the Knowledge There has been no material environmental assessment, investigation, study, audit, test, review or other analysis conducted by or on behalf of the Company and of which the Seller, there are no underground fuel Company has Knowledge in relation to the current or underground tanks for storage prior business of the Company or any materials of environmental concern at its Subsidiaries or any property currently owned, operated or facility now or previously owned or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed Company or taken out any of service from any such facilitiesits Subsidiaries that Company has not provided to Parent prior to the date of this Agreement. (e) Neither There are no circumstances or environmental conditions that require remediation (and the Company nor its corporate predecessors transactions contemplated by this Agreement shall not trigger or Affiliates took give rise to any action at any time that caused or contributed to remediation obligations of the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”the Surviving Corporation or Parent under any Environmental Law) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, reasonably be expected to exceed a cost of $5,000,000 in the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)aggregate.

Environmental Matters. (a) Except as set forth Seller and the Purchased Assets (including the Leased Real Property and any property or facility that was at any time owned, occupied, leased, operated, managed, used controlled or under the custody of Seller) comply and have complied with all Environmental Laws in Schedule 3.18 of all material respects, and Seller and the Company Disclosure Schedules Designated Person conduct and except as would not reasonably be expected to have a Material Adverse Effect on conducted the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company Business in material compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To Seller possesses all Permits required under applicable Environmental Laws for the Company’s Knowledgeoperation of the Business as currently conducted as well as to own and use the Purchased Assets (“Environmental Permits”), there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to are described in Section 5.18 of the Buyer)Disclosure Schedule and are valid, subsisting and in good standing, and the operations and facilities of Seller are in compliance with the requirements of such Environmental Permits in all material respects. (c) The Company has made available There is no Environmental Liabilities Action pending or, to the BuyerSeller’s Knowledge, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property threatened against Seller or the Owned Real PropertyDesignated Person and no event has occurred and no circumstance exists that might give rise to any Environmental Liabilities (i) concerning non- compliance by or liability of Seller under any Environmental Laws; or (ii) which seeks to or threatened to suspend, revoke, cancel or terminate, modify or limit any Environmental Permits. (d) To Neither Seller nor the Knowledge Designated Person have been (i) inspected or investigated for any actual, alleged or potential breach or violation of, non-compliance with or liability under any Environmental Laws which have not been resolved or remain unsatisfied, (ii) charged with, settled any prosecution for, convicted of the Company and the Selleror sentenced for any offence under Environmental Laws, there are no underground fuel (iii) subject to or underground tanks responsible for storage of any materials of environmental concern Remediation at any property currently ownedor facility (including its soil, operated subsoil, surface water, groundwater and indoor environment) whether owned by Seller or leased a third party or in respect of any natural resource or feature, or any other corrective action under any Environmental Laws, or voluntarily conducted any of the foregoing, or (iv) subject to any Order or request by a Governmental Authority under any Environmental Laws which remains unresolved; and no event has occurred and no circumstance exists that might give rise to any of the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiesforegoing. (e) Neither Seller nor the Company nor its corporate predecessors Designated Person have received, within the previous five years, any written or Affiliates took other notice or request for information (i) concerning non- compliance by or liability of Seller under any action Environmental Laws; or (ii) indicating that there are or are potentially responsible for or that they must carry out, for any reason whatsoever, any Remediation at any time that caused property or contributed to the release facility (including its soil, subsoil, surface water, groundwater and indoor environment) whether owned by Seller or disposal a third party or in respect of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), natural resource or its degradation products, at, on, or under the Santa Xxxxxxx Propertyfeature. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 of the Company Disclosure Schedules and except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on Effect: (a) the Company, its Subsidiaries and the Group Companies and all of their operations and properties, including the Leased Real Property, are and, except for matters which have been fully resolved, since December 31, 2021 have been, in compliance with all applicable Environmental Laws; (b) the Company, its Subsidiaries and the Group Companies hold all Permits, identification numbers and other authorizations required under applicable Environmental Laws to permit the Company and its Subsidiaries to operate their assets in a manner in which they are now operated and maintained and to conduct the business of the Company and its Subsidiaries as currently conducted; (c) there are no Actions pending against or, to the Knowledge knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries or the Group Companies alleging any violations of or liability under any Environmental Law or any violations or liability concerning any Hazardous Materials, nor to the knowledge of the Company is there any reasonable basis for any such Actions; (id) neither the Company nor any of its Subsidiaries or the Group Companies is conducting or financing or is actually or allegedly responsible for conducting or financing any investigation, sampling, monitoring, treatment, remediation, removal, abatement or cleanup of any Hazardous Material at, in, on or under any property, including any Leased Real Property, and to the knowledge of the Company, its Subsidiaries and the Group Companies, no Hazardous Materials are present at, in, on or under the Leased Real Property in violation of or requiring any action under any Environmental Law; (e) the Company has transportedmade available to Acquiror all environmental reports (including all Phase I and Phase II environmental site assessment reports), storedstudies, and/or disposed of and audits relating to any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) Hazardous Material or other environmental matter relating to the Company has not received or any written notice of its Subsidiaries or any Proceeding or Order concerning any Environmental Condition or Environmental Claimof the foregoing’s predecessors, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently formerly owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither other properties for which the Company nor or any of its corporate predecessors Subsidiaries or Affiliates took any action at any time that caused Group Companies may be liable, in its custody, possession or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property.control; and (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instrumentsthere is no unresolved written Governmental Order relating to any Environmental Law imposed upon or, Inc. and Raytheon to the knowledge of the Company, dated December 20threatened in writing against the Company or any of its Subsidiaries or, 1996 (“DII Contract”) is in full force and effectto the knowledge of the Company, any of their properties, rights or assets. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification representations and remediation obligations described in Paragraphs 11 and 12 warranties of the DII Contract (herein “Raytheon Indemnity”)Company relating to Environmental Laws and Hazardous Materials are contained exclusively in this Section 5.21.

Environmental Matters. Except as had not had and would not reasonably be expected to result in a Material Adverse Effect: (a) Except as set forth the Company and its Subsidiaries are and, since June 30, 2019, have been in Schedule 3.18 compliance in all material respects with all Environmental Laws, including obtaining, maintaining and complying with all material Permits required pursuant to Environmental Law for the operation of the business and the Leased Real Properties. The Company Disclosure Schedules and its Subsidiaries have not, since June 30, 2019, received any written notice from any Governmental Authority related to any actual or alleged violation of any Environmental Law or Environmental Permit or any material liability arising under any Environmental Law or any investigation, remediation or corrective obligation, in each case arising under any Environmental Law, relating to the Company or its Subsidiaries or their facilities, the subject of which is unresolved; (b) there has been no Release of any Hazardous Materials at, in, on or under any Leased Real Property, and neither the Company nor its Subsidiaries have generated, stored, handled, used, processed, transported, Released or disposed of, or exposed any person to, Hazardous Materials at, in, on or under the Leased Real Property or off-site of the Leased Real Property or, to the knowledge of the Company, at, in, on or under any formerly owned or leased real property, except in each case as would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries; (c) neither the Company nor its Subsidiaries is subject to any current Governmental Order relating to any non-compliance with Environmental Laws by the Company or its Subsidiaries or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials; (d) no Action is pending or, to the knowledge of the Company, threatened and, to the knowledge of the Company, no investigation is pending or threatened with respect to the Company’s or its Subsidiaries’ compliance with or liability under Environmental Law or any Environmental Permit, nor has the Company or its Subsidiaries received any notice of any remediation or corrective obligation, except in each case as would not reasonably be expected to be material to the Company or any of its Subsidiaries; (e) neither the Company nor any Subsidiary has assumed by contract or operation of Law any liability of any other Person arising under Environmental Law, except as would not reasonably be expected to have a Material Adverse Effect on the Company, be material to the Knowledge Company or any of its Subsidiaries; (f) no consent, approval, or authorization of, or any declaration, notice, filing, or registration with, any Governmental Authority is required in connection with the transfer of any Permit issued pursuant to any Environmental Law (“Environmental Permits”) as a result of the consummation of the transactions contemplated under this Agreement. To the knowledge of the Company, there are no pending, proposed, or required changes to any Environmental Permits such that the Company or any of its Subsidiaries is reasonably expected to incur any material costs outside the ordinary course of business (iincluding for capital expenditures, process changes, or changes in materials usage) to achieve or ensure material compliance with any such Environmental Permit; and (g) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the BuyerSPAC all material environmental reports (including but not limited to any Phase I or Phase II environmental site assessments), prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incompleteenvironmental investigations, that were conducted by the Company or at the Company’s request within the past year assessments, sampling, tests, and that pertain studies relating to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of any other location for which the Company is reasonably likely to incur liability pursuant to Environmental Law and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by in the Company, and since January 1, 2007, no such tanks have been closed, removed ’s possession or taken out of service from any such facilitiesreasonable control. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in on Schedule 3.18 3.14 hereto: (a) The Company has all permits, licenses, and other authorizations required for the operations or conduct of the Business under applicable Environmental Laws (the “Environmental Permits”) and the Company Disclosure Schedules is in compliance with all terms and conditions of the Environmental Permits and with all applicable Environmental Laws, except as for such permits or such non-compliance that would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the CompanyEffect. (b) To The Company has not disposed of or arranged for the Company’s Knowledge, there have been no Releases disposal of or Released any Hazardous Materials into the Environment by the CompanySubstances at any Real Property, or, in connection with respect the Business, at any other facility, location, or other site, regarding each of the foregoing, in a manner that would be in violation of Environmental Laws in a manner that would reasonably be expected to any such Releases of Hazardous Materials, the Company has given all required notices result in liability under Environmental Laws and would reasonably be expected to Governmental Bodies (copies of which have been made available to the Buyer)a Material Adverse Effect. (c) The Company has not received any written notice or request for information with respect to, and neither the Seller nor the Company have been designated a potentially liable party for Remedial Action in connection with, any Real Property, or, as of the date of this Agreement, with respect to the Business, at any other facility, location, or other site under the federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) or other Environmental Laws. (d) Except for such use or storage of Hazardous Substances as is incidental to the conduct of the Business, which use and storage is or has been in compliance with Environmental Laws, and which use and storage has not, caused any condition that requires Remedial Action, no Real Property has been used by the Seller for the storage, treatment, generation, processing, production or disposal of any Hazardous Substances or as a landfill or other waste disposal site, in any case in violation of any Environmental Law as would reasonably be expected to have a Material Adverse Effect. (e) No underground storage tanks are, or to the Knowledge of the Seller or the Company have ever been, located on or under any Real Property. (f) There are no pending, unresolved or, to the Knowledge of the Seller or the Company, threatened claims against the Company for investigatory costs, cleanup, removal, remedial or response costs, or natural resource damages arising out of any Releases or threat of Release of any Hazardous Substances at any Real Property or, as of the date of this Agreement, with respect to the Company or at any other facility, location, or other site. (g) No polychlorinated biphenyls (“PCBs”) or friable asbestos-containing materials are located at or in any Real Property in amounts or condition that would reasonably be expected to result in liability under Environmental Laws as would reasonably be expected to have a Material Adverse Effect. (h) No Hazardous Substance managed or generated by or on behalf of the Company on Real Property owned by the Company or in connection with the Business has come to be located at any site that is listed or formally proposed for listing under the Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”) list, or any similar state list or that is the subject of federal, state, or local enforcement actions or investigations. (i) The Seller and the Company have provided Buyer with copies of, or made available to the Buyer, prior all written environmental audits relating to the execution compliance of this Agreement, true, correct the Business with Environmental Laws and complete copies all written investigation or remediation reports relating to the condition of all environmental reports, studies, investigations and audits, whether complete the Real Property of which they have custody or incomplete, that were conducted by the Company or at the Company’s request control prepared within the past year and that pertain to the Leased Real Property or the Owned Real Propertyfive (5) years. (dj) To Except as set forth on Schedule 3.14: (i) The Company is and has been for the Knowledge past three (3) years in full compliance with all federal and state primary drinking water standards, except for such non-compliance that would not reasonably be expected to have a Material Adverse Effect; (ii) The Company is and has been for the past three (3) years in full compliance with all federal and state secondary drinking water standards, except for such non-compliance that would not reasonably be expected to have a Material Adverse Effect; and (iii) As to any outstanding material violations of Environmental Laws, including federal or state primary or secondary drinking water standards, the Company and has substantially completed or is in the Sellerprocess of completing, there are no underground fuel in accordance with all applicable deadlines, all actions required by applicable Environmental Laws to correct or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no otherwise respond to such tanks have been closed, removed or taken out of service from any such facilitiesviolations. (ek) Neither Except as set forth on Schedule 3.14, the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt is not and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented required by applicable Environmental Laws to place any notice or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 use restriction arising out of the DII Contract (herein “Raytheon Indemnity”)presence of Hazardous Substances in the deed to any Real Property and no Real Property has any such notice or use restrictions in its deed.

Environmental Matters. (a) Except as set forth in on Schedule 3.18 4.16 of the Company Disclosure Schedules and Schedule: (a) Sellers are in compliance with applicable Environmental Laws, except as where such non-compliance would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the CompanyEffect. (b) To the Company’s KnowledgeSince January 1, there 2003, Sellers have been received no Releases written complaint, Order, directive, Claim, citation or notice of violation from any Government or any other Person with respect to any release, spill, leak, discharge or emission of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)air, surface water, groundwater or soil of the Real Property, except where such matter would not reasonably be expected to have a Material Adverse Effect. (c) The Company has made available To Sellers’ Knowledge, and except as where not reasonably expected to have a Material Adverse Effect, there have not been and are no material events, conditions, circumstances, incidents, actions or omissions relating to or in any way affecting any of the BuyerSellers, prior to the execution of this AgreementBusiness, truethe Acquired Assets, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. , the Leased Real Property, or formerly owned or leased Real Property that violate any Environmental Law, or that have given rise to any liability under any Environmental Law (d) To the Knowledge of the Company and the Sellerincluding, there are no underground fuel without limitation, any Hazardous Materials which have been released, disposed of, emitted, treated, stored, generated, placed, deposited, discharged, or underground tanks for storage of spilled at, upon or under any materials of environmental concern at any property currently facility ever owned, operated or leased by any of the CompanySellers, and since January 1or any facility to which Sellers have sent any Hazardous Material), 2007or otherwise form the basis of any claim, no such tanks have been closedaction, removed demand, suit, proceeding, hearing, study or taken out investigation (i) under any Environmental Law or (ii) based on or related to the manufacture, processing, distribution, use, treatment, storage (including without limitation underground storage tanks), disposal, transport or handling, or the emission, discharge, release or threatened release of service any Hazardous Material or resulting from any such facilitiesexposure to workplace hazards. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (fd) The Deposit Receipt representation and Real Estate Purchase Contract between Digital Instruments, Inc. warranties contained in this Section 4.16 are the only representations and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented warranties made by Sellers with respect to matters arising under Environmental Laws or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)relating to Hazardous Materials.

Environmental Matters. (a) Except as set forth The Company and its Subsidiaries and Affiliated PCs have complied at all times and are in Schedule 3.18 compliance with all Environmental and Safety Requirements, except where any failure to comply would not be reasonably expected to have a Company Material Adverse Effect. (b) Without limiting the generality of the foregoing, the Company Disclosure Schedules and its Subsidiaries and Affiliated PCs have obtained and complied with at all times, and are in compliance with, all permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of the Leased Real Property and the operation of their business and all such permits, licenses and authorizations may be relied upon by Buyer for the lawful operation of the business and occupation of the Leased Real Property on and after the Closing Date without transfer, reissuance or other governmental action, except where any failure to obtain or comply with, or any inability of the Buyer to rely upon, such permits, licenses or other authorizations would not be reasonably expected to have a Company Material Adverse Effect. (c) Since January 1, 2005, neither the Company nor any Subsidiary or Affiliated PC has received any written or oral notice, report or other information regarding any material violation of Environmental and Safety Requirements (whether actual or alleged), or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the business or any property and arising under Environmental and Safety Requirements. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect on Effect, none of the Companyfollowing exists at any Leased Real Property: (1) underground storage tanks; (2) asbestos-containing material in any form or condition; (3) materials or equipment containing polychlorinated biphenyls; or (4) landfills, surface impoundments, or disposal areas. (e) Except as would not reasonably be expected to the Knowledge have a Company Material Adverse Effect, none of the Company, (i) the Company its Subsidiaries, or Affiliated PCs, or their respective predecessors has transportedtreated, stored, and/or disposed of, arranged for or permitted the disposal of, transported, handled, or released, or exposed any person to, 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) so as to give rise to any current or future liabilities, including any liability for response costs, corrective action costs, Personal injury, property damage, natural resources damages or attorney fees, or any investigative, corrective or remedial obligations, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of any Hazardous Materials handled by the Company in compliance with all Environmental Laws1980, as amended (ii“CERCLA”) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending orSolid Waste Disposal Act, to the Knowledge of the Company, Threatened civil as amended (“SWDA”) or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of other Environmental Law involving the Companyand Safety Requirements. (bf) To the Company’s Knowledge, there have been no Releases neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any Hazardous Materials into the Environment by the Companyobligations for site investigation or cleanup, oror notification to or consent of government agencies or third parties, with respect pursuant to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)so-called “transaction-triggered” or “responsible property transfer” Environmental and Safety Requirements. (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (eg) Neither the Company nor its corporate predecessors any Subsidiary or Affiliates took Affiliated PC has assumed, undertaken, or otherwise become subject to any action at material liability, including without limitation any time that caused obligation for corrective or contributed to the release or disposal remedial action, of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Propertyother person relating to Environmental and Safety Requirements. (fh) The Deposit Receipt Company has furnished to Buyer all environmental audits, reports and Real Estate Purchase Contract between Digital Instrumentsother material environmental documents relating to its or its affiliates or predecessors past or current properties, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is facilities or operations which are in full force and effect. The DII Contract has not been modified, supplemented its possession or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)under its reasonable control.

Environmental Matters. (a) Except as set forth in Schedule 3.18 None of the Company Disclosure Schedules and except as would not reasonably be expected Owned Real Property or the Leased Real Property is subject to have a written notice, request for information or order from, or agreement with, a Governmental Authority or Third Party respecting the release or threatened release of a Hazardous Material Adverse Effect on into the Companyenvironment. (b) There has been no release, discharge or disposal of Hazardous Materials on, at or under the Owned Real Property, the Leased Real Property or, to the Knowledge of the CompanySeller, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled real property securing a mortgage loan owned by the Company that is in compliance with all Environmental Lawsforeclosure, (ii) or arising out of the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located conduct by the Company on of its business, in each case, that would reasonably be expected to result in the imposition of any material liability to the Company under the Environmental Laws. (c) None of the Owned Real Property, the Leased Real Property or, to the Knowledge of Seller, any real property securing a mortgage loan owned by the Company that is in foreclosure, is subject to any Encumbrance, other than a Permitted Encumbrance, in favor of any Governmental Authority for (1) liability to the Company under any Environmental Laws or (2) costs incurred by a Governmental Authority in response to a release or threatened release of a Hazardous Material into the environment for which the Company is primarily liable. (d) With respect to the Owned Real Property, the Leased Real Property or the Owned Real Property. There operation by the Company of its business thereon or, to the Knowledge of Seller, with respect to any real property securing a mortgage loan owned by the Company that is in foreclosure, there are no material Actions pending or, to the Knowledge of the CompanySeller, Threatened civil threatened arising under or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of an Environmental Law involving or making any claim based on an Environmental Law for personal injury, wrongful death or property damage in each case against, or that would be expected to result in material liability to, the Company. (be) To the Company’s KnowledgeSince January 1, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials2004, the Company has given operated its business in compliance in all required notices to Governmental Bodies (copies of which have been made available material respects with applicable Environmental Laws and has in place and is undertaking commercially reasonable risk management procedures regarding potential environmental liability to the Buyer). (c) The Company has made available to the Buyer, prior to the execution in connection with its portfolio of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Propertymortgage loans. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital InstrumentsSince January 1, Inc. and Raytheon Company2004, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract the Company has not been modifiedreceived, supplemented any written claim, notice of violation or amended in citation concerning any way that would impact Raytheon’s obligations, including, without limitation, violation or alleged violation of any applicable Environmental Law regarding its operations or any real property securing a mortgage loan owned by the indemnification Company and remediation the Company is not subject to any outstanding obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)under any order or citation issued pursuant to Environmental Law.

Environmental Matters. (a) Except as set forth in Schedule 3.18 of To the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge knowledge of the Company, (i) the Company and its Subsidiaries are, and since January 1, 2018 have been, in material compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining and complying with all Licenses required by Environmental Laws (“Environmental Permits”). (b) Neither the Company nor its Subsidiaries has transportedreceived written notice that it is subject to any current Governmental Order relating to any material non-compliance with Environmental Laws by the Company or its Subsidiaries or the investigation, storedsampling, and/or disposed monitoring, treatment, remediation, removal or cleanup of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, Materials. (iic) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There No material Action is no pending or, to the Knowledge knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating threatened with respect to any violation of Environmental Law involving the Company’s and its Subsidiaries’ compliance with or liability under Environmental Laws, and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis of such an Action. (bd) To The Company has not received written notice that the Company’s Knowledge, there have been no Releases of Company or any Company Subsidiary has released any Hazardous Materials into at, on, in, under or from the Environment Leased Real Property, the Owned Real Property or any other location, including any properties formerly owned, leased or operated by the Company, or, with respect to Company or any such Releases of Hazardous Materials, Company Subsidiary and neither the Company nor any Company Subsidiary has given all required notices released any Hazardous Materials at any location, in each case for which there was an obligation under Environmental Law to Governmental Bodies (copies of which have been made available to the Buyer)perform any investigation or remedial action. (ce) The Company has made available to the BuyerAcquiror all material environmental reports, prior to the execution of this Agreementassessments, trueaudits and inspections, correct and complete including copies of all Phase I and Phase II environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain site assessments relating to the Leased Real Property or the and Owned Real Property. (d) To , or other location formerly owned, leased or operated by the Knowledge Company or any Company Subsidiary, in the Company’s possession, and any material communications or notices concerning any material non-compliance of the Company and the Seller, there are no underground fuel or underground tanks for storage any of any materials of environmental concern at any property currently owned, operated or leased by the Company’s Subsidiaries with, and since January 1, 2007, no such tanks have been closed, removed or taken out liability of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)Company’s Subsidiaries under, Environmental Law.

Environmental Matters. There has been no manufacture, refining, --------------------- storage, disposal or treatment of Hazardous Substances (as hereinafter defined) by AISCO or any AISCO Subsidiary at any real property currently or in the past owned, operated, used, leased or contracted for by AISCO or any AISCO Subsidiary, or otherwise in violation of any Environmental Laws (as hereinafter defined) or which would require remedial action under any Environmental Law. During the past three years neither AISCO nor any AISCO Subsidiary has received (a) Except as set forth in Schedule 3.18 notice of the Company Disclosure Schedules and except as would not reasonably be expected any such violation with respect to have any Hazardous Substance at or by any of such real property, (b) notice from any governmental agency that AISCO or any AISCO Subsidiary is a Material Adverse Effect on the Company, potentially responsible party for cleanup liability with respect to the Knowledge of the Companyemission, (i) the Company has transported, stored, and/or disposed discharge or release of any Hazardous Materials handled by Substance or for any other matter arising under the Company Environmental Laws or in compliance with all Environmental Lawsany litigation, (ii) the Company has operated its business with all Permits required administrative proceeding, finding, order, citation, notice, investigation or complaint under any Environmental Law, or (iiic) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry citation, complaint, request for information, order, directive, compliance schedule, notice of claim, proceeding or information request by litigation from any Governmental Bodyparty concerning AISCO's or any AISCO Subsidiaries' compliance with any Environmental Law. As used herein "Environmental Laws" means the Resource Conservation Recovery Act, the Comprehensive Environmental Responsibility Compensation and Liability Act, the Superfund Amendments and Reauthorization Act, the Toxic Substances Control Act, the Hazardous Materials Transportation Act, the Clean Air Act, the Clean Water Act, and other similar foreign, federal, state and local laws, as amended, together with all regulations issued or promulgated thereunder, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materialspollution, the Company has given all required notices to Governmental Bodies (copies protection of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property environment or the Owned Real Property. (d) To health and safety of workers or the Knowledge of general public. As used herein "Hazardous Substance" means any hazardous substance, hazardous or toxic waste, hazardous material, pollutant or contaminant, as those or similar terms are used in the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligationsEnvironmental Laws, including, without limitation, the indemnification asbestos and remediation obligations described in Paragraphs 11 asbestos-related products, chlorofluorocarbons, oils or petroleum derived compounds, polychlorinated biphenyl, pesticides and 12 of the DII Contract (herein “Raytheon Indemnity”)radon.

Environmental Matters. (a) Except as set forth in Schedule 3.18 of The Transferred Companies, the Company Disclosure Schedules Transferred Real Property and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company Transferred Leased Real Property are in compliance with all Environmental Laws, (ii) which compliance includes the Company has operated its business possession by the Transferred Companies of all permits and other governmental authorizations required under all Environmental Laws, compliance with the terms and conditions thereof, and compliance with all Permits required reporting, discharge and emission requirements under or pursuant to all Environmental Law, (iii) Laws and neither Seller nor any of the Company Transferred Companies has not received any written communication (or, if oral, reasonably likely to result in a written allegation or notice of violation), whether from a Governmental Entity or any Proceeding other Person, that alleges that any of the Transferred Companies are not in such compliance with all Environmental Laws except in each case as would not, individually or Order concerning any Environmental Condition or Environmental Claimin the aggregate, and reasonably be expected to have a Seller Material Adverse Effect. (ivb) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no Environmental Claim pending or, to the Knowledge of Seller, threatened, against the CompanyTransferred Business or, Threatened civil to the Knowledge of Seller, against any Person for whom the Transferred Business will incur such liability, and to the Knowledge of Seller, there are no past or criminal litigationpresent actions, written notice activities, events or incidents, including the release, emission, discharge, transportation, handling, storage, presence or disposal of violation, inquiry or information request by any Governmental Body, relating Hazardous Substances that are expected to result in any violation of material Environmental Law involving Claim against the CompanyTransferred Business. (bi) To None of the Company’s Knowledge, there have been no Releases Transferred Companies is the subject of any Hazardous Materials into Environmental Claim for any on-site or off-site locations relating to the Environment by the Companyhandling, ortransportation, with respect to any such Releases storage, disposal, treatment or recycling of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available Substances from or relating to the Buyer). properties or business of the Transferred Business, (cii) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel storage tanks located on or at any Transferred Real Property or Transferred Leased Real Property, and all known underground storage tanks for storage that do exist at any Transferred Real Property or Transferred Leased Real Property are in material compliance with all Environmental Laws (iii) to the Knowledge of Seller there is no asbestos contained in or forming part of any materials of environmental concern at any property currently building, building component, structure or office space owned, leased, operated or leased used by the CompanyTransferred Business except as in compliance with all Environmental Laws, and since January 1(iv) to the Knowledge of Seller no polychlorinated biphenyls (PCBs) or PCB-containing items are owned and operated by the Transferred Business except as in compliance with all Environmental Laws except in each of clause (iii)-(iv) as would not, 2007individually or in the aggregate, no such tanks reasonably be expected to have been closeda Seller Material Adverse Effect. (d) Within 90 days after the date of this Agreement, removed Seller will make available to Buyer all material environmental assessments, reports, results of investigations, or taken out audits, any material correspondence with agencies or third parties, and any other material documents reasonably relevant to any of service from the foregoing regarding any such facilitiesmatters that are outstanding or otherwise prepared in the last five years that are in the possession of or reasonably available to Seller, any of its Subsidiaries, or any of the Transferred Companies pertaining to the Transferred Business, the Transferred Real Property or the Transferred Leased Real Property, or liability of any of the foregoing under or pertaining to any Environmental Law. (e) Neither the Company nor its corporate predecessors or Affiliates took Notwithstanding any action at any time that caused or contributed to the release or disposal other provision of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitationthis Article IV, the indemnification representations contained in this Section 4.13 constitute the sole and remediation obligations described in Paragraphs 11 exclusive representations and 12 warranties of the DII Contract (herein “Raytheon Indemnity”)Sellers with respect to any Environmental Law, Environmental Claim or Hazardous Substance.

Environmental Matters. (a) Except as set forth in Schedule 3.18 Section 4.18 of the Company Disclosure Schedules Schedule and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, Effect: (i) the The Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company and its Subsidiaries (i) are in substantial compliance with all Environmental and Health Laws, ; (ii) the Company has operated its business with have obtained all Permits required under necessary Environmental LawPermits, all of which are in full force and effect; and (iii) are in substantial compliance with all terms and conditions of such Environmental Permits. (ii) Neither the Company nor any of its Subsidiaries has not received violated or done any written notice act which could give rise to liability under, or have otherwise failed to act in a manner which would expose any of any Proceeding or Order concerning them to liability under, any Environmental Condition or Environmental Claim, and Health Law. (iviii) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law No Hazardous Material has been placedreleased, stored spilled, discharged, dumped, disposed of, or otherwise come to be located by in, at, beneath or near any of the Company on the Owned Real Property or Leased Real Property including properties formerly owned, operated or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted otherwise controlled by the Company or at any of its Subsidiaries (during the period of the Company’s request within the past year and that pertain 's or such Subsidiaries' ownership, operation or control thereof) in such manner as would reasonably be expected to result in environmental liability to the Leased Company or any of its Subsidiaries. (iv) There have been and are no: (i) aboveground or underground storage tanks; (ii) surface impoundments for Hazardous Materials; or (iii) friable asbestos or asbestos-containing materials or polychlorinated biphenyl ("PCB") or PCB-containing equipment, located within any portion of the Owned Real Property or the Owned Leased Real Property. (dv) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks No Liens have been closed, removed placed upon any Owned Real Property or taken out of service from Leased Real Property in connection with any such facilitiesactual or alleged liability under any Environmental and Health Law. (evi) Neither the Company nor any of its corporate predecessors Subsidiaries has received any written notice, claim, demand, suit or Affiliates took request for information from any action at Governmental Entity or private entity with respect to any time that caused liability or contributed alleged liability under any Environmental Law, nor has any entity previously owned, operated, or otherwise controlled by the Company or its Subsidiaries whose liability, in whole or in part, may be attributed to the release Company or disposal any of its Subsidiaries, received any industrial solvent containing PCE (CAS Number 127-18-4)such notice, TCE (CAS Number 79-01-6)claim, demand, suit or request for information; neither the Company nor any of its degradation products, at, on, Subsidiaries has ongoing negotiations with or agreements with any Governmental Entity or other Person or entity relating to any Remedial Action or other claim arising under the Santa Xxxxxxx Propertyor related to any Environmental and Health Law. (fvii) Neither the Company nor any of its Subsidiaries has disposed, or arranged for the disposal, of any Hazardous Materials at any facility that is or has ever been the subject of investigation or response action under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. (S) 9601 et seq., Resource Conservation and Recovery Act, 42 U.S.C. (S) 6901 et seq., or any state law of similar effect. (viii) The Deposit Receipt Company has provided to Parent and Liberty Media all environmental studies and reports pertaining to the Owned Real Estate Purchase Contract between Digital InstrumentsProperty or Leased Real Property including properties formerly owned, Inc. operated or otherwise controlled by the Company or any of its Subsidiaries and Raytheon the improvements thereon that they are aware of, have commissioned or have in their possession. To the best of the Company's knowledge, dated December 20such studies and reports do not contain any inaccuracies resulting from, 1996 (“DII Contract”) is in full force and effectwhole or in part, any material misrepresentation of the Company. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitationFor purposes of this Agreement, the indemnification and remediation obligations described in Paragraphs 11 and 12 of following terms shall have the DII Contract (herein “Raytheon Indemnity”).following meanings:

Environmental Matters. (a) Except as set forth Since January 21, 2002, the PC/CM Business has been operated in Schedule 3.18 of compliance in all material respects with all applicable Environmental Laws and Permits required thereunder. There are no present events, conditions or circumstances associated with the Company Disclosure Schedules and except as PC/CM Business that would not reasonably be expected to have a Material Adverse Effect on result in any action or claim against the CompanyPC/CM Subsidiaries under applicable Environmental Laws that, individually or in the aggregate, would reasonably be expected to result in any material liability, nor has any PC/CM Subsidiary or any Xxxx Xxxxx Seller received any notice that any PC/CM Leased Real Property is in violation of any Environmental Laws or that such PC/CM Subsidiary is responsible (or potentially responsible) for the Knowledge of the Companyinvestigation, (i) the Company has transportedcleanup, stored, and/or disposed monitoring or other remediation of any Hazardous Materials handled by the Company in compliance with all Environmental Lawson, (ii) the Company has operated its business with all Permits required at or under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the PC/CM Leased Real Property that, individually or in the Owned Real Propertyaggregate, would reasonably be expected to result in any material liability. There is no pending or, to the Knowledge of Xxxx Xxxxx, threatened claim, litigation or proceeding imposed upon or asserted against Xxxx Xxxxx or any PC/CM Subsidiary or any of their respective Subsidiaries arising directly or indirectly from or out of the Companypresence, Threatened civil alleged presence, release, threatened release, disposal or criminal litigationremoval of, written notice or exposure to, Mold in, on, under or around any PC/CM Leased Real Property. Neither Xxxx Xxxxx nor any PC/CM Subsidiary nor any of violationtheir respective Subsidiaries has received any complaint from any of their respective employees, inquiry customers, agents or information request by any Governmental Body, other individuals relating to the presence, alleged presence, release, threatened release, disposal or removal of, or exposure to, Mold in, on, under or around any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of PC/CM Leased Real Property. No Mold is present at any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the PC/CM Leased Real Property or the Owned Real Propertywhich would reasonably be expected to result in a material liability. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 To the Knowledge of Seller, all environmental reports obtained by any of the Companies within the past three (3) years with respect to the Real Property Assets have been delivered or made available to Acquiror; (b) none of the Real Property Assets or any of the Companies is subject to a written notice, written request for information or order from or agreement with a Governmental Authority or third party respecting a Release or threatened Release or the violation of any Environmental Law; (c) there has been no Release on, at or under any real property formerly owned, leased or otherwise used by any of the Companies during the period that it was owned, leased or otherwise used by any Company Disclosure Schedules and except as or, to the Knowledge of Seller, the Real Property Assets, or arising out of the conduct by the Companies of their respective businesses, that would not reasonably be expected to result in the imposition of any material liability to any of the Companies under the Environmental Laws; (d) to the Knowledge of Seller, there has been no Release at any parcels of real property other than any real property referred to in item (c) that would reasonably be expected to have a Material Adverse Effect material and adverse effect on the any Real Property Asset or any Company, ; (e) to the Knowledge of Seller, none of the Company, Real Property Assets is subject to any Lien in favor of any Governmental Authority for (i) the Company has transported, stored, and/or disposed of material liability under any Hazardous Materials handled by the Company in compliance with all Environmental Laws, Laws or (ii) material costs incurred by a Governmental Authority in response to a Release or threatened Release; (f) with respect to the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property Assets, or the Owned Real Property. There is Companies, there are no material Actions pending or, to the Knowledge of the CompanySeller threatened, Threatened civil arising under or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of an Environmental Law involving or Hazardous Materials or the Company. (b) To the Company’s Knowledge, there have been no Releases making of any Hazardous Materials into the Environment by the Companyclaim based on an Environmental Law for personal injury, or, with respect to any such Releases of Hazardous Materialswrongful death or property damage; (g) except as set forth in Schedule 3.11, the Company has given Companies have operated and are operating their respective businesses in compliance in all required notices to Governmental Bodies material respects with applicable Environmental Laws; and (copies of which have been made available h) to the Buyer). (c) The Company has made available to knowledge of Selling Parties, the Buyer, prior to Companies have obtained all material Environmental Permits that are necessary in connection with the execution operation of their respective businesses as conducted on the date of this AgreementAgreement and, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company such material Environmental Permits are in good standing and the Seller, there Companies are no underground fuel or underground tanks for storage in compliance in all material respects with the terms and conditions of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilitiespermits. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 of 4.19, Since the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the CompanyStart Date and, to the Knowledge of Sellers prior to the CompanyStart Date, (i) the Company no Hazardous Substance has transportedbeen brought upon, kept, used, generated, stored, and/or transported, released or disposed of any Hazardous Materials handled by on or about the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions Real Property in violation of any applicable Environmental Law has been placed, stored Laws or located by as would give rise to liability of Buyer under Environmental Laws. Since the Company on the Leased Real Property or the Owned Real Property. There is no pending orStart Date and, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, Sellers prior to the execution of this AgreementStart Date, truethe System, correct the Assets, and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) , have and currently comply with all applicable Environmental Laws. Since the Start Date, Sellers have obtained, maintained and complied with all Government Authorizations, if any, required pursuant to Environmental Laws for the operation of the System and the ownership and operation of the Assets and the Real Property. To the Knowledge of the Company Sellers, prior to the Start Date, the respective owners and operators of the System, the Assets, and the SellerReal Property obtained, maintained and complied with all Government Authorizations, if any, required pursuant to Environmental Laws for the operation of the System and the ownership and operation of the Assets and the Real Property. Since the Start Date and, to the Knowledge of Sellers prior to the Start Date, no Hazardous Substances have been released and no violation of applicable Environmental Laws has occurred in a manner adversely affecting the System, the Assets or the Real Property, nor to Sellers' Knowledge has any release of Hazardous Substances from an off-site source occurred that has entered or threatens to enter any Real Property. Since the Start Date and, to the Knowledge of Sellers prior to the Start Date, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modifiedany Environmental Claim based upon Environmental Laws with respect to the System, supplemented the Assets, the Real Property or amended any Seller's operations thereon nor, to the Knowledge of Sellers, has any Governmental Authority or third party threatened to assert an Environmental Claim based upon Environmental Laws with respect to any Real Property or any Seller's operations thereon. To the Knowledge of Sellers there is no pending or threatened Environmental Claim based on Environmental Laws against any current or previous owner or occupant of the Real Property or against any owner or operator of land surrounding any Real Property or otherwise relating to the System, the Assets or the Real Property. Since the Start Date and, to the Knowledge of Sellers prior to the Start Date, no underground storage tanks exist or existed on any Owned Real Property. Since the Start Date, Sellers have not installed, owned or operated any underground storage tank at any Other Real Property and, to Sellers' Knowledge, no underground storage tanks exist or existed at any Other Real Property. Since the Start Date, none of the Sellers has manufactured, distributed, sold, treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Substance, or owned or operated any property or facility so as would give rise to liabilities of Buyer under Environmental Laws. To the knowledge of the Sellers, prior to the Start Date, no Person has manufactured, distributed, sold, treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Substance, or owned or operated any property or facility so as would give rise to liabilities of Buyer under Environmental Laws. Sellers have provided to Buyer copies of all material environmental reports, audits, assessments, and investigations, and any other material environmental documents, related to the System, the Assets or the Real Property to the extent the foregoing are in the possession, custody, or control of any Seller. Sellers make no representation or warranty as to the accuracy or completeness of such environmental documents, except that Sellers have no Knowledge that any information contained therein is false in any way that would impact Raytheon’s obligationsmaterial respect. Except as otherwise provided in clauses (a) through (i) herein, including, without limitation, Seller makes no representation or warranty as to the indemnification and remediation obligations described in Paragraphs 11 and 12 environmental condition of the DII Contract (herein “Raytheon Indemnity”)any Real Property.

Environmental Matters. (a) Except as set forth in Schedule 3.18 The Company and each of its Subsidiaries is, and since the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the CompanyApplicable Date has been, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with Environmental Laws in all Environmental Lawsmaterial respects, (ii) possesses and is and since the Company Applicable Date has operated its business been in material compliance with all Permits required under Environmental LawLaws for its operations (“Environmental Permits”), such Environmental Permits are valid and in full force and effect (iii) including after taking into account any name changes of the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claimand its Subsidiaries), and (iv) there are no asbestosmaterial Legal Actions pending, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by threatened before any Governmental BodyEntity that seek the revocation, relating cancellation, suspension or adverse modification of any such Environmental Permits, and, to the Knowledge of the Company, there are no issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning Hazardous Materials, except as would not reasonably be expected to result in any violation of liability under Environmental Law involving which is material to the CompanyCompany and its Subsidiaries, taken as a whole. (b) To Neither the Company’s Knowledge, there have been no Releases Company nor any of its Subsidiaries has contractually assumed any liability of any Hazardous Materials into other Person (other than the Environment by Company or any of its Subsidiaries) arising out of or pursuant to Environmental Laws and Permits that would reasonably be expected to result in material liability to the CompanyCompany and its Subsidiaries, ortaken as a whole, with respect or is subject to any such Releases of Hazardous Materialsunresolved Orders or consent or settlement agreements, in either case, that would reasonably be expected to result in any liability under Environmental Law which is material to the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)and its Subsidiaries, taken as a whole. (c) There have been no (i) Releases of Hazardous Materials at any of the Owned Real Property or, to the Knowledge of the Company, any Leased Real Property, (ii) Releases of or exposure of Persons to Hazardous Materials by the Company or any of its Subsidiaries or (iii) to the Knowledge of the Company, Releases of Hazardous Materials by any other Person at any real property formerly owned or leased by the Company or any of its Subsidiaries, in each case that would reasonably be expected to result in a material Environmental Claim against the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries, and, to the Knowledge of the Company, no other Person is remediating Hazardous Materials at any Real Property pursuant to any Environmental Law. (d) Since the Applicable Date or, to the Knowledge of the Company, any prior date, neither the Company nor any of its Subsidiaries has received written notice that it has been identified as a potentially responsible party in respect of any real property to which Hazardous Materials generated or transported by or on behalf of the Company or any of its Subsidiaries were sent for recycling, treatment, storage or disposal, except as would not reasonably be expected to result in any liability under Environmental Law which is material to the Company and its Subsidiaries, taken as a whole. (e) There are no material Environmental Claims or unresolved written notices of material violations (including any investigatory, corrective or remedial obligation) pending, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries. (f) The Company has made available to the BuyerParent all material environmental assessments, prior reports, data, results of investigations or audits created since the Applicable Date or related to an unresolved material liability that are in the possession or control of the Company or any of its Subsidiaries regarding environmental matters pertaining to the execution Company, any of this Agreementits Subsidiaries, truethe Real Property or any real property formerly owned, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete leased or incomplete, that were conducted operated by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Propertyany of its Subsidiaries. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 Neither Seller has received any notice of, and to Sellers' knowledge, none of the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding Owned Real Property or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property is listed on the federal National Priorities Lists or the Comprehensive Environmental Response, Compensation, Liability Information System, Leaking Underground Storage Tank List (federal or local), or is the subject of any federal or Puerto Rico "Superfund" evaluation or investigation, or any other investigation or proceeding of any Governmental Authority evaluating whether any removal or remedial action is necessary to respond to any release of Hazardous Substances on or in connection with the Owned Real Property or Leased Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s KnowledgeSellers' knowledge, there no above ground or underground storage tanks or surface impoundments have been no Releases of any Hazardous Materials into or are located in or on the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer)Owned Real Property or Leased Real Property. (c) The Company has made available Except as set forth on Schedule 5.12, each Seller is in compliance in all material respects with, and holds all material permits, licenses and authorizations required under all Legal Requirements with respect to pollution or protection of the environment, including Legal Requirements relating to actual or threatened emissions, discharges, or releases of Hazardous Substances into the ambient air, surface water, ground water, land, or otherwise relating to the Buyermanufacture, prior processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances, insofar as they relate to the execution Owned Real Property or Leased Real Property. Neither Seller has received any notice of, and to Sellers' knowledge there are no circumstances relating to, any past or present condition, circumstance, activity, practice or incident (including without limitation, the presence, use, generation, manufacture, disposal, release or threat to release of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete any Hazardous Substances from or incompleteon the Owned Real Property or Leased Real Property), that were conducted by could interfere with, prevent continued compliance with, or result in any Losses pursuant to, any Legal Requirement with respect to pollution or protection of the Company environment, or at the Company’s request within the past year and that pertain is reasonably likely to give rise to any Losses, based upon or related to the Leased Real Property processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release, or threatened release into the environment, of any Hazardous Substance on, from or attributable to the operation of the System or the Owned Real Property or Leased Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. Except for such matters as have not had, individually or in the aggregate, a Company Material Adverse Effect: (a) Except The Company and its Subsidiaries are in compliance with all applicable Environmental Laws and, since January 1, 2013, neither the Company nor any of the Company’s Subsidiaries has been notified in writing that it is in violation of any Environmental Law or regarding any liability or potential liability for investigation costs, cleanup costs, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees under any Environmental Law. (b) Since January 1, 2013, neither the Company nor any of its Subsidiaries has generated, used, handled, stored, disposed of or released any Hazardous Substance at any property that the Company or any of its Subsidiaries own or lease in violation of any Environmental Law. (c) Neither the Company nor any of its Subsidiaries is a party to or is the subject of any pending or to the Company’s Knowledge threatened Legal Proceeding alleging any Liability or responsibility under or noncompliance with any Environmental Law. Neither the Company nor any of its Subsidiaries is subject to any Order by any Governmental Authority imposing any material liability or obligation under any Environmental Law. No site or premises currently owned or operated by the Company or any of its Subsidiaries is listed, or to the Company’s knowledge, is currently proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as set forth in Schedule 3.18 maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received written notification of any potential responsibility or liability of the Company Disclosure Schedules or any of its Subsidiaries pursuant to the provisions of (i) CERCLA, (ii) any similar federal, state, local, foreign or other Environmental Law, or (iii) any Order issued pursuant to the provisions of any such Environmental Law. (d) The Company and except as would not reasonably be expected to have a Material Adverse Effect on the Company’s Subsidiaries have obtained all Permits required by applicable Environmental Law to conduct their respective businesses as currently conducted and are in compliance with such Permits. All such Permits are in full force and effect and there are no pending nor, to the Knowledge of the Company, (i) any threatened proceedings that seek the Company has transportedrevocation, storedcancellation, and/or disposed suspension or any adverse modification of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the Companysuch Permits. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth on Schedule 3.24; (a) The Company is and, to the Seller’s Knowledge, has been in Schedule 3.18 material compliance with all applicable Environmental Laws and all licenses, permits, registrations, approvals and other authorizations required thereunder (“Environmental Permits”). (b) The Company has obtained, or has made a timely and complete application for or if presently required by Environmental Law to have been filed to keep such permit in effect during pendency of the Company Disclosure Schedules and except application for renewal of, all Environmental Permits required under Environmental Laws; none of the Environmental Permits is subject to any pending or, to Seller’s Knowledge, threatened administrative or judicial proceeding to revoke, cancel, suspend or declare such Environmental Permit invalid in any respect; no additional Environmental Permits or modifications to Environmental Permits are pending. (c) No substance, the exposure to which is regulated pursuant to any Environmental Law because of its effect or alleged effect on human health or the environment, including, without limitation, any hazardous substance, hazardous waste, toxic substance, pollutant or contaminant, or petroleum or any fraction thereof, as would not reasonably be expected to have those terms are defined by Environmental Law (each, a Material Adverse Effect on “Hazardous Substance”), has been released by the Company, or to the Knowledge Seller’s Knowledge, by any other Person, on, at, to or from any real property currently owned, operated or leased by the Company or during the time period of ownership, operations or lease by the Company on, at, to, or from any real property formerly owned, operated or leased by the Company in each case so as to require reporting, investigation, or remediation under any Environmental Law. (d) None of the CompanyOwned Real Property or Leased Real Property or any of the improvements contained thereon, (i) contains or to the Seller’s Knowledge, formerly contained any underground or aboveground storage tank, surface impoundment, landfill or land disposal area; (ii) contains asbestos or asbestos containing materials in friable form, or polychlorinated biphenyls, or radioactive materials in each case that presently require removal pursuant to Environmental Law; or (iii) has been the subject of any environmental investigation or response with respect to Hazardous Substances pursuant to any Environmental Law. (e) The Company has transportednot received written notice that it has any actual or contingent liability arising from any treatment, storedtransport or disposal or arrangement for the treatment, and/or disposed transport or disposal of any Hazardous Materials handled Substance at or to any location, including any location owned or operated by the Company in compliance with all Environmental Lawsa third party. (f) Except as has been resolved, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written written, or to the Seller’s Knowledge other notice of, and there is no pending or, to Seller’s Knowledge threatened claim, complaint, notice of violation or potential liability, request for information, investigation, proceeding, order, decree or lawsuit relating to any Proceeding Hazardous Substance, including, without limitation, exposure thereto, or Order concerning pursuant to any Environmental Condition or Law relating in any way to any of them (“Environmental Claim”). (g) The Company has not assumed or retained by contract, and any liability (ivi) no asbestosof any Person (other than the Company) in respect of any Environmental Claim or pursuant to Environmental Laws, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of (ii) under Environmental Law has been placedwith respect to any property formerly owned or operated by, stored or located any business or operations formerly conducted by the Company. (h) The Company on is not subject to any order, writ, judgment, award, injunction or decree of any Governmental Entity or arbitrator, domestic or foreign, relating to any Hazardous Substance or any Environmental Law. (i) The Seller or the Company has provided the Buyer with true and complete copies of all (i) Environmental Permits, (ii) demands, claims or actions (or notices pertaining to the same) relating to the Company or the Owned Real Property or the Leased Real Property pursuant to Environmental Law, and (iii) reports, data, or other material documentation related to all investigations, audits, or assessments of environmental conditions at any of the Owned Real Property. There Property or Leased Real Property or noncompliance or alleged noncompliance of the Company, with any Environmental Law, except as are subject to privilege. (j) The Company is no not subject to any pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, threatened claim relating to any violation of Environmental Law involving the Companyasbestos-containing materials, silica or manganese-containing welding rods. (bk) To The representations and warranties made pursuant to this Section 3.24 and Section 3.3(v) are the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment exclusive representations and warranties made by the Company, or, with respect to any such Releases of Hazardous MaterialsSeller, the Company has given all required notices to Governmental Bodies or any of their Affiliates or Subsidiaries regarding (copies of which have been made available to the Buyer)x) Environmental Laws, (y) Environmental Claims or (z) Hazardous Substances. (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth Each of Workflow and each of its Subsidiaries has complied with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws. There are no pending or, to the best knowledge of any Borrower, past or threatened Environmental Claims against Workflow or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Workflow or any of its Subsidiaries. There are no facts, circumstances, conditions or occurrences concerning any business or operations of Workflow or any of its Subsidiaries or any Real Property at any time owned, leased or operated by Workflow or any of its Subsidiaries or, to the best knowledge of any Borrower, any property adjoining or in Schedule 3.18 the vicinity of any such Real Property that could reasonably be expected (i) to form the basis of an Environmental Claim against Workflow or any of its Subsidiaries or any currently owned Real Property of Workflow or any of its Subsidiaries or (ii) to cause any such currently owned Real Property to be subject to any material restrictions on the ownership, occupancy, use or transferability of such Real Property by Workflow or any of its Subsidiaries under any applicable Environmental Law. (b) Hazardous Materials have not at any time been generated, used, treated or stored on, or transported to or from, or Released on or from, any Real Property at any time owned, leased or operated by Workflow or any of its Subsidiaries where such generation, use, treatment, storage, transportation or Release has violated or could reasonably be expected to violate any Environmental Law. There are not now any underground storage tanks located on any Real Property owned, leased or operated by Workflow or any of its Subsidiaries. (c) Notwithstanding anything to the contrary in this Section 6.18, the representations made in this Section 6.18 shall only be untrue if the effect of any or all failures, noncompliances, Environmental Claims, Hazardous Materials, Releases and presence of underground storage tanks, in each case of the Company Disclosure Schedules and except as would not types described above, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to any violation of Environmental Law involving the CompanyEffect. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed or taken out of service from any such facilities. (e) Neither the Company nor its corporate predecessors or Affiliates took any action at any time that caused or contributed to the release or disposal of any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), or its degradation products, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”).

Environmental Matters. (a) Except as set forth in Schedule 3.18 of To the Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge knowledge of the Company, (i) as of the Company has transporteddate hereof, stored, and/or disposed of any Hazardous Materials handled by the Company in compliance with all Environmental Laws, (ii) the Company has operated its business with all Permits required under Environmental Law, (iii) the Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There there is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry threatened Environmental Claim or information request by any Governmental Body, relating to any violation of Environmental Law involving the Company. (b) To the Company’s Knowledge, there have been no Releases of any Hazardous Materials into the Environment by the Company, or, with respect to any such Releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which have been made available to the Buyer). (c) The Company has made available to the Buyer, prior to the execution of this Agreement, true, correct and complete copies of all environmental reports, studies, investigations and audits, whether complete or incomplete, that were conducted by Liability regarding the Company or at the Company’s request within the past year and that pertain to the Leased Real Property any of its subsidiaries or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of any materials of environmental concern at any property currently or formerly owned, operated or leased by the Company, and since January 1, 2007, no such tanks have been closed, removed Company or taken out its subsidiaries that could reasonably be expected to result in the future expenditure by the Company or any subsidiary of service from any such facilitiesmore than $100 million in order to satisfy or resolve. (eb) Neither Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) with respect to real property that is currently owned, leased or operated by the Company and its subsidiaries, and to the knowledge of the Company, with respect to real property that was formerly owned, leased or operated by the Company or any of its subsidiaries (or any predecessor in interest), there have been no releases, spills or discharges of Hazardous Materials at or from any of such real properties that has caused environmental contamination at any location that is reasonably likely to result in an obligation of the Company or any subsidiary to investigate or remediate such environmental contamination pursuant to applicable Environmental Law or contractual agreement or otherwise result in any Environmental Claim or Environmental Liability; (ii) to the knowledge of the Company, neither the Company nor its corporate predecessors any subsidiary of the Company has expressly agreed to assume or Affiliates took undertake responsibility for any action at liability or obligation of any time that caused other person arising under or contributed relating to Environmental Laws, excluding (i) customary provisions in real property leases or in credit agreements or (ii) the assumption of any such liability as a result of the transfer of assets and liabilities to the release Company by Xxxxxx Laboratories; and (iii) to the knowledge of the Company, there are no other activities, conditions or disposal of circumstances that would be reasonably likely to result in any industrial solvent containing PCE (CAS Number 127-18-4), TCE (CAS Number 79-01-6), material Environmental Claim or its degradation products, at, on, or under the Santa Xxxxxxx PropertyEnvironmental Liability. (fc) The Deposit Receipt and Real Estate Purchase Contract between Digital InstrumentsExcept as would not, Inc. and Raytheon individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the knowledge of the Company, dated December 20the Company and each of its subsidiaries are, 1996 and for the past five (“DII Contract”5) years have been, in compliance with all Environmental Laws (which compliance includes, but is in full force not limited to, possession of all Permits required under applicable Environmental Laws, and effect. The DII Contract has not been modified, supplemented or amended in any way that would impact Raytheon’s obligations, including, without limitation, compliance with the indemnification terms and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”conditions thereof).

Environmental Matters. (a) Except as set forth in Schedule 3.18 of the Acquired Company Disclosure Schedules and except as would not reasonably be expected to have a Material Adverse Effect on the Company, to the Knowledge of the Company, (i) the Company has transported, stored, and/or disposed of any Hazardous Materials handled by the Company is in compliance with all Environmental Laws, (ii) the Company has operated its business with Laws in all Permits required under Environmental Law, (iii) the material respects. Acquired Company has not received any written notice of any Proceeding or Order concerning any Environmental Condition or Environmental Claim, and (iv) no asbestos, polychlorinated biphenyls or urea formaldehyde in amounts or conditions in violation of Environmental Law has been placed, stored or located by the Company on the Leased Real Property or the Owned Real Property. There is no pending or, to the Knowledge of the Company, Threatened civil or criminal litigation, written notice of violation, inquiry or information request by any Governmental Body, relating to regarding any violation of any Environmental Law involving Laws, as that term is hereinafter defined, including any investigatory, remedial or corrective obligations. Acquired Company holds all permits and authorizations required under applicable Environmental Laws, unless the Company. (b) To the Company’s Knowledge, there failure to hold such permits and authorizations would not have been no Releases of any Hazardous Materials into the Environment by the a material adverse effect on Acquired Company, orand is in compliance with all terms, with respect to any conditions and provisions of all such Releases permits and authorizations in all material respects. No releases of Hazardous Materials, the Company has given all required notices to Governmental Bodies (copies of which as that term is hereinafter defined, have been made available to the Buyer). (c) The Company has made available to the Buyeroccurred at, prior to the execution of this Agreementfrom, truein, correct and complete copies of all environmental reportsto, studies, investigations and audits, whether complete on or incomplete, that were conducted by the Company or at the Company’s request within the past year and that pertain to the Leased Real Property or the Owned Real Property. (d) To the Knowledge of the Company and the Seller, there are no underground fuel or underground tanks for storage of under any materials of environmental concern at any real property currently or formerly owned, operated or leased by the CompanyAcquired Company or any predecessor thereof and no Hazardous Materials are present in, and since January 1on, 2007, no such tanks have been closed, removed about or taken out of service migrating to or from any such facilities. (e) Neither property which could result in any liability to Acquired Company. Acquired Company has not transported or arranged for the Company nor its corporate predecessors treatment, storage, handling, disposal, or Affiliates took any action at any time that caused or contributed to the release or disposal transportation of any industrial solvent containing PCE (CAS Number 127Hazardous Material to any off-18site location which could result in any liability to Acquired Company. Acquired Company has no liability, absolute or contingent, under any Environmental Law that if enforced or collected would have a material adverse effect on Acquired Company. There are no past, pending or threatened claims under Environmental Laws against Acquired Company and Acquired Company is not aware of any facts or circumstances that could reasonably be expected to result in a liability or claim against Acquired Company pursuant to Environmental Laws. “Environmental Laws” means all applicable foreign, federal, state and local statutes, rules, regulations, ordinances, orders, decrees and common law relating in any manner to contamination, pollution or protection of human health or the environment, and similar state laws. “Hazardous Material” means any toxic, radioactive, corrosive or otherwise hazardous substance, including petroleum, its derivatives, by-4), TCE (CAS Number 79-01-6)products and other hydrocarbons, or its degradation productsany substance having any constituent elements displaying any of the foregoing characteristics, at, on, or under the Santa Xxxxxxx Property. (f) The Deposit Receipt and Real Estate Purchase Contract between Digital Instruments, Inc. and Raytheon Company, dated December 20, 1996 (“DII Contract”) is in full force and effect. The DII Contract has not been modified, supplemented or amended which in any way that would impact Raytheon’s obligations, including, without limitation, the indemnification and remediation obligations described in Paragraphs 11 and 12 of the DII Contract (herein “Raytheon Indemnity”)event is regulated under any Environmental Law.