Common use of Environmental Status Clause in Contracts

Environmental Status. Except as described in Schedule 4.23: (i) MDI and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws; (ii) MDI and each of its Subsidiaries have obtained all permits, approvals, identification numbers, licenses or other authorizations required under any applicable Environmental Laws ("Environmental Permits") and are and have been in compliance with their requirements; (iii) such Environmental Permits do not, in connection with the Transactions, require the consent or approval of, or any filing with or notice to, any governmental authority; (iv) there are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Substances are being or have been treated, stored or disposed of on any owned or leased real property or on any real property formerly owned, leased or occupied by, MDI or any of its Subsidiaries; (v) there is no asbestos or asbestos-containing material on any owned or leased real property in violation of applicable Environmental Laws; (vi) MDI and its Subsidiaries have not released, discharged or disposed of Hazardous Substances at any real property owned by any third party except in compliance with Environmental Laws or any real property owned or leased or on any real property formerly owned or leased by MDI or any of its subsidiaries and none of such property is contaminated with any Hazardous Substances; (vii) neither MDI nor any of its Subsidiaries is undertaking, and neither MDI nor any of its Subsidiaries has completed, any investigation or assessment or remedial or response action relating to any such release, discharge or disposal of or contamination with Hazardous Substances at any site, location or operation, either voluntarily or pursuant to the order of any governmental authority or the requirements of any Environmental Law; and (viii) there are no past or pending or, to the knowledge of the Stockholder or MDI, threatened actions, suits, demands, demand letters, claims, Liens,notices of non-compliance or violation, notices of liability or potential liability, investigations, proceedings, consent orders or consent agreements relating in any way to Environmental Laws, any Environmental Permits or any Hazardous Substances against MDI or any of its Subsidiaries or any of their property which are outstanding or have been outstanding during the past two years, and there are no circumstances that could be expected to form the basis for any of the foregoing, MDI and its Subsidiaries have made available to Buyer copies of any environmental reports, studies or analyses in its possession relating to owned or leased real property or the operations of MDI or its Subsidiaries.

Environmental Status. Except as described in Schedule 4.23SCHEDULE 4.33 hereto: (iA) MDI ARCA is and each of its Subsidiaries are and have has been in compliance with all applicable Environmental Laws; (iiB) MDI and each of its Subsidiaries have ARCA has obtained all permits, approvals, identification numbers, licenses or other authorizations required under any applicable Environmental Laws ("Environmental PermitsENVIRONMENTAL PERMITS") and are is and have has been in compliance with their requirements; (iiiC) such Environmental Permits do not, in connection with the TransactionsMerger, require the consent or approval of, or any filing with or notice to, any governmental authority; (ivD) to ARCA's knowledge, there are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Substances are being or have been treated, stored or disposed of on any owned or leased real property or on any real property formerly owned, leased or occupied by, MDI or any of its Subsidiariesproperty; (vE) to ARCA's knowledge, there is no asbestos or asbestos-asbestos- containing material on any owned or leased real property in violation of applicable Environmental Laws; (viF) MDI and its Subsidiaries have ARCA has not released, discharged or disposed of Hazardous Substances except in compliance with Environmental Laws at any real property owned by any third party except in compliance with Environmental Laws or any real property owned or leased or on any real property formerly owned or leased by MDI or any of its subsidiaries and none of such property is contaminated with any Hazardous Substancesleased; (viiG) neither MDI nor any of its Subsidiaries ARCA is not undertaking, and neither MDI nor any of its Subsidiaries has not completed, any investigation or assessment or remedial or response action relating to any such release, discharge or disposal of or contamination with Hazardous Substances at any site, location or operation, either voluntarily or pursuant to the order of any governmental authority or the requirements of any Environmental Law; and (viiiH) there are no past or pending or, to the knowledge of the Stockholder or MDIARCA, threatened actions, suits, demands, demand letters, claims, Liens,liens, notices of non-compliance or violation, notices of liability or potential liability, investigations, proceedings, consent orders or consent agreements relating in any way to Environmental Laws, any Environmental Permits or any Hazardous Substances against MDI or any of its Subsidiaries or any of their property ARCA which are is outstanding or have has been outstanding during the past two years, and to ARCA's knowledge, there are no circumstances that could be expected to form the basis for any of the foregoing, MDI and its Subsidiaries have . ARCA has made available to Buyer CyberGuard copies of any environmental reports, studies or analyses in its possession relating to owned or leased real property or the operations of MDI or its SubsidiariesARCA.

Environmental Status. Except as described in Schedule 4.23-------------------- -------- 4.23 hereto: (iA) MDI and each of its Subsidiaries are and have been in ---- compliance with all applicable Environmental Laws; (iiB) MDI and each of its Subsidiaries have obtained all permits, approvals, identification numbers, licenses or other authorizations required under any applicable Environmental Laws ("Environmental Permits") and are and --------------------- have been in compliance with their requirements; (iiiC) such Environmental Permits do not, in connection with the TransactionsMerger, require the consent or approval of, or any filing with or notice to, any governmental authority; (ivD) there are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Substances are being or have been treated, stored or disposed of on any owned or leased real property or on any real property formerly owned, leased or occupied by, by MDI or any of its Subsidiaries; (vE) there is no asbestos or asbestos-containing material on any owned or leased real property in violation of applicable Environmental Laws; (viF) MDI and its Subsidiaries have not released, discharged or disposed of Hazardous Substances at any real property owned by any third party except in compliance with Environmental Laws or any real property owned or leased or on any real property formerly owned or leased by MDI or any of its subsidiaries and none of such property is contaminated with any Hazardous Substances; (viiG) neither MDI nor any of its Subsidiaries subsidiaries is undertaking, and neither MDI nor any of its Subsidiaries has completed, any investigation or assessment or remedial or response action relating to any such release, discharge or disposal of or contamination with Hazardous Substances at any site, location or operation, either voluntarily or pursuant to the order of any governmental authority or the requirements of any Environmental Law; and (viiiH) there are no past or pending or, to the knowledge of the Stockholder or MDI, threatened actions, suits, demands, demand letters, claims, Liens,liens, notices of non-compliance or violation, notices of liability or potential liability, investigations, proceedings, consent orders or consent agreements relating in any way to Environmental Laws, any Environmental Permits or any Hazardous Substances against MDI or any of its Subsidiaries or any of their property which are outstanding or have been outstanding during the past two years, and there are no circumstances that could be expected to form the basis for any of the foregoing, . MDI and its Subsidiaries have made available to Buyer USD copies of any environmental reports, studies or analyses in its possession relating to owned or leased real property or the operations of MDI or its Subsidiaries.

Environmental Status. Except as described in Schedule 4.234.33 to the Merger Agreement: (iA) MDI Arca is, as of the date hereof, and each was, as of its Subsidiaries are the Prior Acquisition Date, and have has been in compliance with all applicable Environmental Laws; (iiB) MDI Arca has, as of the date hereof, and each had, as of its Subsidiaries have the Prior Acquisition Date, obtained all permits, approvals, identification numbers, licenses or other authorizations required under any applicable Environmental Laws ("Environmental Permits") and are is, as of the date hereof, and have was, as of the Prior Acquisition Date, and has been in compliance with their requirements; (iiiC) such Environmental Permits do did not, in connection with the TransactionsArca Acquisition, require the consent or approval of, or any filing with or notice to, any governmental authority; (ivD) to Seller's knowledge, there are are, as of the date hereof, or were, as of the Prior Acquisition Date, no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Substances are being or have been treated, stored or disposed of on any owned or leased real property or on any real property formerly owned, leased or occupied by, MDI or any of its Subsidiariesproperty; (vE) to Seller's knowledge, there is is, as of the date hereof, or was, as of the Prior Acquisition Date, no asbestos or asbestos-containing material on any owned or leased real property in violation of applicable Environmental Laws; (viF) MDI and its Subsidiaries have Arca has, as of the date hereof, or had, as of the Prior Acquisition Date, not released, discharged or disposed of Hazardous Substances except in compliance with Environmental Laws at any real property owned by any third party except in compliance with Environmental Laws or any real property owned or leased or on any real property formerly owned or leased by MDI or any of its subsidiaries and none of such property is contaminated with any Hazardous Substancesleased; (viiG) neither MDI nor any Arca is, as of its Subsidiaries is the date hereof, or was, as of the Prior Acquisition Date, not undertaking, and neither MDI nor any of its Subsidiaries has not completed, any investigation or assessment or remedial or response action relating to any such release, discharge or disposal of or contamination with Hazardous Substances at any site, location or operation, either voluntarily or pursuant to the order of any governmental authority or the requirements of any Environmental Law; and (viiiH) there are are, as of the date hereof, and were as of the Prior Acquisition Date, no past or pending or, to the knowledge of the Stockholder or MDISeller, threatened actions, suits, demands, demand letters, claims, Liens,liens, notices of non-compliance or violation, notices of liability or potential liability, investigations, proceedings, consent orders or consent agreements relating in any way to Environmental Laws, any Environmental Permits or any Hazardous Substances against MDI or any of its Subsidiaries or any of their property Arca which are is outstanding or have has been outstanding during the past two years, and to Seller's knowledge, there are are, as of the date hereof, or were, as of the Prior Acquisition Date, no circumstances that could be expected to form the basis for any of the foregoing, MDI and its Subsidiaries have . Arca has made available to CyberGuard and Buyer copies of any environmental reports, studies or analyses in its possession relating to owned or leased real property or the operations of MDI or its SubsidiariesArca.