Common use of HEALTH, SAFETY AND ENVIRONMENT Clause in Contracts

HEALTH, SAFETY AND ENVIRONMENT. (a) Compliance; Permits. Except as set forth on Schedule 5.19(a) of the Disclosure Schedule, to the Company’s Knowledge (i) the Company is and at all times has been in compliance with all material Environmental and Safety Requirements applicable to its assets, the Business, the Leased Real Property and any facilities and operations thereon; (ii) the Company possesses all material Permits required under applicable Environmental and Safety Requirements and relating to its assets, the Business, the Leased Real Property and facilities and operations thereon; and (iii) the Company is and at all times has been in material compliance with all requirements or conditions imposed under such material Permits. (b) No Hazardous Materials; No Releases. Other than as set forth on Schedule 5.19(b) of the Disclosure Schedule, except in compliance with all applicable Environmental and Safety Requirements, to the Knowledge of the Company (i) there are no Hazardous Materials on, in or under, or emanating from the Leased Real Property or any facilities or operations thereon; (ii) the Company has not generated, manufactured, refined, or, to its Knowledge, transported, treated, stored, handled, disposed, transferred, produced, recycled, or processed any Hazardous Material at the Leased Real Property; and (iii) there has been no Release of any Hazardous Material at, migrating onto or under, or emanating from the Leased Real Property. (c) No Other Conditions or Liabilities. Except as set forth on Schedule 5.19(c) of the Disclosure Schedule, to the Knowledge of the Company, no conditions exist or have existed with respect to the Company, or its assets, the Leased Real Property or any of the Company’s facilities or operations thereon and no events or activities have occurred with respect to its assets, the Leased Real Property or any of the Company’s facilities or operations thereon which (i) could reasonably be expected to interfere in any respect with or prevent continued compliance in all material respects with applicable Environmental and Safety Requirements, or (ii) give rise to any common law or statutory Liability or otherwise form the basis of any legitimate claim, action, suit, proceeding, hearing or investigation against or involving the Company, its assets, the Leased Real Property or any of the Company’s facilities or operations thereon relating to environmental conditions.

HEALTH, SAFETY AND ENVIRONMENT. (a) Compliance; Permits. Except as set forth on Schedule 5.19(a) of the Disclosure Schedule3.16(a), to the Company’s Knowledge (i) the since March 24, 2004, each Park Company has complied with, and is and at all times has been currently in compliance with with, all material Environmental and Safety Requirements applicable to its assets, the Business, the Leased Real Property and any facilities and operations thereon; (ii) the Company possesses all material Permits required under applicable Environmental and Safety Requirements and relating to its assets, the Business, the Leased Real Property and facilities and operations thereon; and (iii) the Company is and at all times has been in material compliance with all requirements or conditions imposed under such material PermitsRequirements. (b) No Since March 24, 2004, none of the Park Companies has been subject to, or received any written notice of, any private, administrative, or judicial action, or written notice of any intended private, administrative, or judicial action related to the presence or alleged presence of Hazardous MaterialsMaterials in, under, or upon any real property currently or formerly owned, leased, or used by (i) any Selling Party, Park Company or any of their predecessors, or (ii) any Person that has, at any time, transported, treated, or disposed of Hazardous Material on behalf of any Selling Party, Park Company or any of their predecessors; No Releases. Other than and there are no pending or, to the knowledge of the Selling Parties, threatened actions or proceedings (or notices of potential actions or proceedings) from any Governmental Authority or any other Person regarding any matter relating to Environmental and Safety Requirements. (c) Except as set forth on Schedule 5.19(b) of the Disclosure Schedule, except in compliance with all applicable Environmental and Safety Requirements3.16(c), to the Knowledge knowledge of the Company Selling Parties, (i) there are no Hazardous Materials onpresent events, in or underconditions, circumstances, activities, practices, incidents, or emanating from the Leased Real Property or any facilities or operations thereon; actions, (ii) the with respect to any period of time during which any Selling Party or Park Company has not generatedowned or occupied any real property, manufacturedthere have been no past events, refinedconditions, orcircumstances, to its Knowledgeactivities, transportedpractices, treated, stored, handled, disposed, transferred, produced, recycledincidents, or processed any Hazardous Material at the Leased Real Property; actions, and (iii) there has been no Release of any Hazardous Material at, migrating onto or under, or emanating from the Leased Real Property. (c) No Other Conditions or Liabilities. Except as set forth on Schedule 5.19(c) of the Disclosure Schedule, to the Knowledge of the Company, no conditions exist or have existed with respect to any period of time during which none of the CompanySelling Parties or Park Companies owned or occupied any real property, there have been no past events, conditions, circumstances, activities, practices, incidents, or its assetsactions, the Leased Real Property or any of the Company’s facilities or operations thereon and no events or activities have occurred with respect to its assets, the Leased Real Property or any of the Company’s facilities or operations thereon which (i) could reasonably that might be expected to interfere in any respect with or prevent continued compliance in all material respects with applicable any Environmental and Safety Requirements, or (ii) give rise to any common law legal obligation or statutory Liability liability, or otherwise form the basis of any legitimate claim, action, suit, proceeding, hearing or investigation Proceeding against or involving the Companyany Selling Party, its assetsPark Company or any real property presently or previously owned or used by any Selling Party, the Leased Real Property Park Company or any of the Company’s facilities their predecessors, or operations thereon relating to environmental conditionsany off-site disposal or treatment site used by any Selling Party, Park Company or any of their predecessors under any Environmental and Safety Requirements or related common law theories.

HEALTH, SAFETY AND ENVIRONMENT. (a) Compliance; Permits. Except as set forth on Schedule 5.19(a) Since January 1, 2001, the TE Companies and the Asset Seller Companies have conducted the operation of the Disclosure Schedule, to the Company’s Knowledge (i) the Company is and at all times has been TE Business in compliance with all material Environmental and Safety Requirements applicable to its assets, the Business, the Leased Real Property and any facilities and operations thereon; (ii) the Company possesses all material Permits required under applicable Environmental and Safety Requirements and relating to its assets, the Business, the Leased Real Property and facilities and operations thereon; and (iii) the Company is and at all times has been in material compliance with all requirements or conditions imposed under such material Permits. (b) No Hazardous Materials; No Releases. Other than as set forth on Schedule 5.19(b) of the Disclosure Schedule, except in compliance with all applicable Environmental and Safety Requirements, to the Knowledge of the Company (i) there are no Hazardous Materials on, in or under, or emanating from the Leased Real Property or any facilities or operations thereon; (ii) the Company has not generated, manufactured, refined, or, to its Knowledge, transported, treated, stored, handled, disposed, transferred, produced, recycled, or processed any Hazardous Material at the Leased Real Property; and (iii) there has been no Release of any Hazardous Material at, migrating onto or under, or emanating from the Leased Real Property. (c) No Other Conditions or Liabilities. Except as set forth on Schedule 5.19(c) of the Disclosure Schedule, to the Knowledge of the Company, no conditions exist or have existed with respect to the Company, or its assets, the Leased Real Property or any of the Company’s facilities or operations thereon and no events or activities have occurred with respect to its assets, the Leased Real Property or any of the Company’s facilities or operations thereon which (i) could reasonably be expected to interfere in any respect with or prevent continued compliance in all material respects with applicable all laws of each relevant jurisdiction concerning air, water or land, man, fauna and/or flora (and any other matter classified as an environmental matter under any such laws) (as such laws pertain to the operation of the TE Business) (the Environmental Laws). (b) Since January 1, 2001, the TE Companies and the Asset Seller Companies have conducted the operation of the TE Business in compliance in all material respects with all Health and Safety RequirementsLaws (as such laws pertain to the operation of the TE Business). (c) Seller or its Affiliates have obtained, and complied in all material respects with the terms and conditions of, any and all licenses, consents, permits, exemptions or other authorizations made or issued pursuant to or under or required by any Environmental Laws (iithe Environmental Licenses), all of which are in full force and effect as of the date hereof and are renewable in the ordinary course of business. (d) give rise to To Seller’s best knowledge, no circumstance exists at the date hereof which will result in a material modification, supervision, revocation or non-renewal of the Environmental Licenses. (e) Within the last five (5) years, there has not at any common law time been any material civil, criminal or statutory Liability or otherwise form the basis of any legitimate administrative action, claim, actioninvestigation or other proceeding or suit active, suit, proceeding, hearing pending or investigation threatened in writing against the TE Business or involving any of its officers or directors based on Environmental Laws or Health and Safety Laws. (f) No Dangerous Substance has been released as a result of the Company, its assets, conduct of the Leased TE Business or of operations at the Transferred TE Real Property or at the TE Companies Real Property, into soil, air or groundwater at any such location, or from any such location into soil, air or groundwater at any other location, that could reasonably be expected to result in any liability under any Environmental Laws to any TE Company or to any owner or operator of the Company’s facilities or operations thereon relating TE Business. (g) All environmental reports, studies and investigations conducted in the last five (5) years material to environmental conditionsthe TE Business are set forth in Annex 5.1.20.

HEALTH, SAFETY AND ENVIRONMENT. (a) Compliance; Permits. Except as set forth on Schedule 5.19(aSeller is, and for the past five (5) of the Disclosure Scheduleyears has been, to the Company’s Knowledge (i) the Company is and at all times has been in compliance in all material respects with all material applicable Environmental and Safety Requirements applicable to its assetsRequirements. (b) Seller holds, the Business, the Leased Real Property and any facilities and operations thereon; (ii) the Company possesses complies in all material respects with, all Permits required under applicable Environmental and Safety Requirements, and no Proceeding is pending, or to the Knowledge of Seller, threatened, to revoke, modify, or terminate any such Permit. Seller has not received notice of any actual or alleged violation of any Environmental and Safety Requirements (or any Permits required under Environmental and relating Safety Requirements) with respect to its assetsSeller, any Real Property, any real property formerly owned, leased, or used by Seller, or any property to which Seller has, at any time, transported, treated, stored or disposed of Hazardous Material, which, in each case, was either received within the Businesspast five (5) years or the subject of which remains unresolved. (c) There are no Hazardous Materials present in, the Leased at, under, about or migrating to or from, any (i) Real Property and facilities and operations thereon; and Property, (ii) real property formerly owned, leased, or used by Seller, or (iii) the Company is and property to which Seller, has, at all times any time, transported, treated, stored or disposed of Hazardous Material, in each case, that has been in or would reasonably be expected to give rise to, result in, or serve as a basis for any material compliance with all requirements or conditions imposed Liability of Seller under such material Permits. (b) No Hazardous Materials; No Releases. Other than as set forth on Schedule 5.19(b) of the Disclosure Schedule, except in compliance with all applicable Environmental and Safety Requirements, to the Knowledge of the Company (i) there are no Hazardous Materials on, in or under, or emanating from the Leased Real Property or any facilities or operations thereon; (ii) the Company has not generated, manufactured, refined, or, to its Knowledge, transported, treated, stored, handled, disposed, transferred, produced, recycled, or processed any Hazardous Material at the Leased Real Property; and (iii) there has been no Release of any Hazardous Material at, migrating onto or under, or emanating from the Leased Real Property. (cd) No Other Conditions or Liabilities. Except as set forth on Schedule 5.19(c) of the Disclosure Schedule, to the Knowledge of the Company, no conditions exist or have existed with respect to the Company, or its assets, the Leased Real Property or any of the Company’s facilities or operations thereon and no events or activities have occurred with respect to its assets, the Leased Real Property or any of the Company’s facilities or operations thereon which (i) could reasonably be expected to interfere in any respect with or prevent continued compliance in all material respects with applicable Environmental and Safety Requirements (and all Permits required under Environmental and Safety Requirements), Seller has not used, manufactured, generated, stored, treated, disposed of, handled, transported, arranged for treatment or transport, or placed any Hazardous Materials on, in, at, under, or around any (i) Real Property, (ii) real property formerly owned, leased, or used by Seller. (e) Seller has not been subject to, nor has received any written notice of, any Proceeding related to (i) the Release of Hazardous Materials or (ii) give rise noncompliance with, Liabilities under or imposing civil or criminal penalties or injunctive relief for a violation of any Environmental and Safety Requirements (or any Permits required under Environmental and Safety Requirements). (f) Seller does not have any material contractual indemnity obligation to any common law third party with respect to Environmental and Safety Requirements. (g) To the Knowledge of Seller, no underground storage tanks or statutory Liability related piping are located on, under, or otherwise form the basis of at any legitimate claimReal Property, actionand Seller has not removed or caused any such tank or piping to be removed, suit, proceeding, hearing or investigation against or involving the Company, its assets, the Leased nor has there been any such removal from any Real Property or any former operating location that would reasonably be expected to give rise to, result in, or serve as a basis for any material Liability of Seller under Environmental and Safety Requirements. (h) Seller has made available to Buyer copies of all material environmental assessment reports, health and safety audits, and reports of environmental investigations with respect to Seller or the CompanyReal Property in Seller’s facilities or operations thereon relating to environmental conditionspossession.

HEALTH, SAFETY AND ENVIRONMENT. 25 (a) Compliance; Permits. Each Acquired Company is and has since January 1, 2014 been in compliance, in all material respects, with all Environmental and Safety Requirements. (b) Each Acquired Company has obtained, maintains, and complies with all Permits required under Environmental and Safety Requirements to operate its business, and no Proceeding is pending, or to the Knowledge of the Acquired Companies, threatened, to revoke, modify, or terminate any Permit required under Environmental and Safety Requirements. (c) Except as set forth on Schedule 5.19(a4.16(c) of the Disclosure ScheduleSchedules, there are no Hazardous Materials present in, at, under, about or migrating to the Company’s Knowledge or from, any (i) Owned Real Property or Leased Real Property, (ii) real property formerly owned, leased, or used by any Acquired Company or any of its predecessors, or (iii) any property to which any Person has, at any time, transported, treated, stored or disposed of Hazardous Material on behalf of any Acquired Company or any of its predecessors that could reasonably be expected to give rise to, result in, or serve as a basis for Damages to the Company is and at all times has been in compliance with all material Acquired Companies under Environmental and Safety Requirements applicable with respect to its assetsthe pre-Closing operations of the Acquired Companies. (d) Since January 1, 2016, no Acquired Company has been subject to, nor has received any notice of, any Proceeding or Order related to the Business, the Leased Real Property and any facilities and operations thereon; (ii) the Company possesses all material Permits required Release of Hazardous Materials or noncompliance with or Liabilities under applicable Environmental and Safety Requirements and relating to its assets, the Business, the Leased Real Property and facilities and operations thereon; and (iii) the Company is and at all times has been in material compliance with all requirements or conditions imposed under such material PermitsRequirements. (be) No Hazardous Materials; No Releases. Other than Acquired Company has any contractual indemnity obligation to any third party with respect to Environmental and Safety Requirements. (f) Except as set forth on Schedule 5.19(b4.16(f) of the Disclosure ScheduleSchedules, except in compliance with all applicable Environmental no underground storage tanks or related piping are located on, under, or at any Owned Real Property or Leased Real Property, and Safety Requirementsno Acquired Company has removed or caused any such tank or piping to be removed, nor, to the Knowledge of the Company (i) Acquired Companies, has there are no Hazardous Materials on, in been any such removal from any Owned Real Property or under, or emanating from the Leased Real Property or any facilities or operations thereon; (ii) the Company has not generatedformer operating location that could reasonably be expected to give rise to, manufactured, refined, or, to its Knowledge, transported, treated, stored, handled, disposed, transferred, produced, recycledresult in, or processed serve as a basis for Damages to any Hazardous Material at Acquired Company under Environmental and Safety Requirements. (g) The Acquired Companies have provided Acquiror with true, complete and accurate copies of all material environmental assessment reports, health and safety audits, and reports of investigations with respect to the Acquired Companies, the Owned Real Property and the Leased Real Property; Property in any Acquired Company’s possession or control. (h) Prior to the Closing Date, the Contemplated Transactions do not require, under any Environmental and (iii) there has been no Release of any Hazardous Material atSafety Requirements, migrating onto or underthe consent of, or emanating from filings with, any Governmental Body with jurisdiction over the Acquired Companies, the Owned Real Property or the Leased Real Property. (c) No Other Conditions or Liabilities. Except as set forth on Schedule 5.19(c) of the Disclosure Schedule, to the Knowledge of the Company, no conditions exist or have existed with respect to the Company, or its assets, the Leased Real Property or any of the Company’s facilities or operations thereon and no events or activities have occurred with respect to its assets, the Leased Real Property or any of the Company’s facilities or operations thereon which (i) could reasonably be expected to interfere in any respect with or prevent continued compliance in all material respects with applicable Environmental and Safety Requirements, or (ii) give rise to any common law or statutory Liability or otherwise form the basis of any legitimate claim, action, suit, proceeding, hearing or investigation against or involving the Company, its assets, the Leased Real Property or any of the Company’s facilities or operations thereon relating to environmental conditions.

HEALTH, SAFETY AND ENVIRONMENT. (a) Compliance; Permits. Except as set forth on Schedule 5.19(a) of the Disclosure Schedule, to the Company’s Knowledge (i) the Each Acquired Company is and at all times has been in compliance with all material Environmental and Safety Requirements applicable to its assets, the Business, the Leased Real Property and any facilities and operations thereon; (ii) the Company possesses all material Permits required under applicable Environmental and Safety Requirements and relating to its assets, the Business, the Leased Real Property and facilities and operations thereon; and (iii) the Company is and at all times has been in material compliance with all requirements or conditions imposed under such material PermitsEnvironmental and Safety Requirements during the past five years. (b) No Hazardous Materials; No Releases. Other than as set forth on Schedule 5.19(b) of the Disclosure ScheduleEach Acquired Company has obtained, except in compliance maintains, and complies with all applicable Permits required under Environmental and Safety RequirementsRequirements to operate its business, to the Knowledge of the Company (i) there are and no Hazardous Materials on, in or under, or emanating from the Leased Real Property or any facilities or operations thereon; (ii) the Company has not generated, manufactured, refined, Proceeding is pending or, to its Knowledge, transported, treated, stored, handled, disposed, transferred, produced, recycled, or processed any Hazardous Material at the Leased Real Property; and (iii) there has been no Release of any Hazardous Material at, migrating onto or under, or emanating from the Leased Real Property. (c) No Other Conditions or Liabilities. Except as set forth on Schedule 5.19(c) of the Disclosure Schedule, to the Knowledge of the Company, no conditions exist threatened, to revoke, modify, or have existed with respect to terminate any Permit required under Environmental and Safety Requirements. (c) To the Knowledge of the Company, there are no Hazardous Materials present in, at, under, about or its assetsmigrating to or from, the Leased (i) any Real Property Property, (ii) real property formerly owned, leased, or used by any Acquired Company, or (iii) any property to which any Person has, at any time, transported, treated, stored or disposed of Hazardous Material on behalf of any Acquired Company or any of the Company’s facilities or operations thereon and no events or activities have occurred with respect to its assets, the Leased Real Property or any of the Company’s facilities or operations thereon which (i) predecessors that could reasonably be expected to interfere give rise to, result in, or serve as a basis for Losses to the Acquired Companies under Environmental and Safety Requirements. (d) No Acquired Company has been subject to, nor has received any written notice of, any Proceeding related to the Release of Hazardous Materials or noncompliance with or Liabilities under Environmental and Safety Requirements. (e) No Acquired Company has any contractual indemnity obligation to any third party with respect to Environmental and Safety Requirements. (f) To the Knowledge of the Company, no current facts, circumstances, or conditions exist with respect to any Acquired Company, their respective businesses, the Real Property, or any formerly owned, leased, or operated real property that would result, individually or in the aggregate, in any respect with Acquired Company’s incurring Losses or prevent continued unbudgeted capital expenditures to achieve or maintain compliance in all material respects with applicable under Environmental and Safety Requirements, or including Permits required under Environmental and Safety Requirements. (iig) give rise The Company has provided Parent with true, complete and accurate copies of all environmental assessment reports, health and safety audits, and reports of investigations generated within the last three years with respect to any common law or statutory Liability or otherwise form the basis of any legitimate claim, action, suit, proceeding, hearing or investigation against or involving the Company, its assetsAcquired Companies, the Leased Real Property or any of formerly owned, leased, or operated real property to the extent that such reports are in the Company’s facilities or operations thereon relating to environmental conditionspossession.

HEALTH, SAFETY AND ENVIRONMENT. (a) Compliance; Permits. Except as set forth on Schedule 5.19(a) of the Disclosure Schedule, to the Company’s Knowledge (i) the The Company is and at all times has been in compliance with all material Environmental and Safety Requirements applicable to its assets, the Business, the Leased Real Property and any facilities and operations thereon; (ii) the Company possesses all material Permits required under applicable Environmental and Safety Requirements and relating to its assets, the Business, the Leased Real Property and facilities and operations thereon; and (iii) the Company is and at all times has been in material compliance with all requirements or conditions imposed under such material Permitsapplicable Environmental and Safety Requirements since its incorporation. (b) No Hazardous Materials; No Releases. Other than as set forth on Schedule 5.19(b) of the Disclosure ScheduleThe Company has obtained, except in compliance maintains, and complies with all applicable Permits required under Environmental and Safety RequirementsRequirements to operate its business, to the Knowledge of the Company (i) there are and no Hazardous Materials on, in or under, or emanating from the Leased Real Property or any facilities or operations thereon; (ii) the Company has not generated, manufactured, refined, Proceeding is pending or, to its Knowledge, transported, treated, stored, handled, disposed, transferred, produced, recycled, or processed any Hazardous Material at the Leased Real Property; and (iii) there has been no Release of any Hazardous Material at, migrating onto or under, or emanating from the Leased Real Property. (c) No Other Conditions or Liabilities. Except as set forth on Schedule 5.19(c) of the Disclosure Schedule, to the Knowledge of the Company, threatened, to revoke, modify, or terminate any Permit required under Environmental and Safety Requirements. (c) To the Knowledge of the Company, there are no Hazardous Materials present in, at, under, about or migrating to or from, (i) any Real Property, (ii) real property formerly owned, leased, or used by the Company or any of its predecessors, or (iii) any property to which any Person has, at any time, transported, treated, stored or disposed of Hazardous Material on behalf of the Company or any of its predecessors that could reasonably be expected to give rise to, result in, or serve as a basis for Losses to the Company under Environmental and Safety Requirements. (d) The Company has not been subject to, nor has it received any notice of, any Proceeding related to the Release of Hazardous Materials or noncompliance with or Liabilities under Environmental and Safety Requirements. (e) The Company has no contractual indemnity obligation to any third party with respect to Environmental and Safety Requirements. (f) To the Knowledge of the Company, no current facts, circumstances, or conditions exist or have existed with respect to the Company, or its assetsbusiness, the Leased Real Property Property, or any of formerly owned, leased, or operated real property that would result, individually or in the aggregate, in the Company’s facilities incurring Losses or operations thereon and no events unbudgeted capital expenditures to achieve or activities have occurred with respect to its assets, the Leased Real Property or any of the Company’s facilities or operations thereon which (i) could reasonably be expected to interfere in any respect with or prevent continued maintain compliance in all material respects with applicable under Environmental and Safety Requirements, or including Permits required under Environmental and Safety Requirements. (iig) give rise The Company has made available to any common law or statutory Liability or otherwise form the basis Parent with true, complete and accurate copies of any legitimate claimall environmental assessment reports, actionhealth and safety audits, suit, proceeding, hearing or investigation against or involving and reports of investigations with respect to the Company, its assets, the Leased Real Property or any of formerly owned, leased, or operated real property to the extent that such reports are in the Company’s facilities possession or operations thereon relating subject to environmental conditionsits control.