Common use of Permits; Environmental Matters Clause in Contracts

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 5.16(a), the Buyer has all Permits necessary for the Buyer to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a) , all such Permits are in effect, no proceeding is pending or, to the Knowledge of the Buyer, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the Buyer, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Buyer to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a)(i) no violations have occurred that remain uncured, un-waived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing. (b) Except as set forth on Schedule 5.16(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the Buyer, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “Environmental Claims”) asserted or threatened against the Buyer or relating to any real property currently or formerly owned, leased or otherwise Used by the Buyer. Neither the Buyer nor, to the Knowledge of the Buyer, any prior owner, lessee or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could form the basis for an Environmental Claim against the Buyer or the Buyer. Except as set forth on Schedule 5.16(b), the Buyer has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Except as set forth on Schedule 5.16(c), no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or used by the Buyer or, to the Knowledge of the Buyer, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the Buyer, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 5.16(d), the Buyer has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 5.16(a4.16(a), the Buyer Company has all Permits necessary for the Buyer Company to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a) 4.16(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the BuyerCompany, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the BuyerCompany, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Buyer Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a)(i4.16(a),to the Knowledge of the Company (i) no violations have occurred that remain uncured, un-waived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing. (b) Except as set forth on Schedule 5.16(b4.16(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the BuyerCompany, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “Environmental Claims”) asserted or threatened against the Buyer Company or relating to any real property currently or formerly owned, leased or otherwise Used by the BuyerCompany. Neither the Buyer Company nor, to the Knowledge of the BuyerCompany, any prior owner, lessee or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could form the basis for an Environmental Claim against the Buyer Company or the Buyer. Except as set forth on Schedule 5.16(b4.16(b), the Buyer Company has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Except as set forth on Schedule 5.16(c4.16(c), to the Knowledge of the Company no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or used Used by the Buyer Company or, to the Knowledge of the BuyerCompany, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the BuyerCompany, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 5.16(d4.16(d), to the Buyer Knowledge of the Company the Company has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 5.16(a)2.18(a) attached hereto or where the failure to do so would not have a Material Adverse Effect, the Buyer Company has all Permits necessary for the Buyer it to own, operate, use and/or Use, and maintain its Properties assets and to conduct its business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 5.16(a) 2.18(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the BuyerCompany, threatened to modify, suspend or suspend, revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the BuyerCompany, threatened in connection with the expiration or renewal of such Permits which that could adversely affect the ability of the Buyer Company to own, operate, use Use, or maintain any of its Properties assets or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a)(i) no violations have occurred that remain uncured, un-waived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closingconducted. (b) Except as set forth on Schedule 5.16(b)2.18(b) attached hereto, there are no claims, notices of demands, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the BuyerCompany, threatened, or judgments or orders relating to any Hazardous Materials or arising under Environmental Laws (collectively called “Environmental Claims”) asserted or threatened against the Buyer Company and to the Knowledge of the Company there are no facts, events, actions, activities, conditions or relating circumstances that would be reasonably likely to any real property currently or formerly owned, leased or otherwise Used by the Buyerresult in such an Environmental Claim. Neither the Buyer Company nor, to the Knowledge of the BuyerCompany, any prior owner, lessee lessee, or operator of said real propertythe Leased Premises, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored stored, or disposed of in a manner which that could form the basis for an Environmental Claim against the Buyer or the BuyerCompany. Except as set forth on Schedule 5.16(b2.18(b), the Buyer Company has not assumed any liability of any Person for cleanup, compliance compliance, or required capital expenditures in connection with any Environmental Claim. (c) Except as set forth on Schedule 5.16(c)2.18(c) attached hereto, no Hazardous Materials are or or, to the Knowledge of the Company, were stored stored, released or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or used by the Buyer or, to the Knowledge of the BuyerCompany, were located, on the Leased Premises or, to the Knowledge of the Company, on adjacent parcels of real property, and to the Knowledge of the Company, no part of such real property or, to the Knowledge of the Buyer, nor any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 5.16(d)2.18(d) attached hereto, the Buyer Company has been and is currently in compliance in all material respects with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws. (e) The Company has provided or made available to Buyer all assessments, reports, data, results of investigations, audits and other information that is in the possession of the Company regarding environmental matters pertaining to the Company, or the compliance (or noncompliance) by the Company with any Environmental Laws. (f) The Company is not required by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of any transactions contemplated hereby, (i) to perform a site assessment for Hazardous Materials, (ii) to remove or remediate Hazardous Materials, or (iii) to record or deliver to any person or entity any disclosure document or statement pertaining to environmental matters.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 5.16(a4.17(a), the Buyer Company has all Permits necessary for the Buyer Company to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a) 4.17(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the BuyerCompany and the Stockholder, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the BuyerCompany and the Stockholder, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Buyer Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a)(i4.17(a) (i) no violations have occurred that remain uncured, un-waivedunwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing. (b) Except as set forth on Schedule 5.16(b4.17(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the BuyerCompany and the Stockholder, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “Environmental Claims”) asserted or threatened against the Buyer Company or relating to any real property currently or formerly owned, leased or otherwise Used by the BuyerCompany. Neither the Buyer Company nor, to the Knowledge of the BuyerCompany and the Stockholder, any prior owner, lessee or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could form the basis for an Environmental Claim against the Buyer Company or the BuyerGenuTec. Except as set forth on Schedule 5.16(b4.17(b), the Buyer Company has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Except as set forth on Schedule 5.16(c4.17(c), no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or used Used by the Buyer Company or, to the Knowledge of the BuyerCompany and the Stockholder, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the BuyerCompany and the Stockholder, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 5.16(d4.17(d), the Buyer Company has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 5.16(a3.17(a), the Buyer Company has all Permits necessary for the Buyer Company to construct, own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a) 3.17(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the BuyerCompany, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the BuyerCompany, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Buyer Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a)(i3.17(a), (i) no violations have occurred that remain uncured, un-waivedunwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing. (b) Except as set forth on Schedule 5.16(b3.17(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the BuyerCompany, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “"Environmental Claims”") asserted or threatened against the Buyer Company or relating to any real property currently or formerly owned, leased or otherwise Used used by the BuyerCompany. Neither the Buyer Company nor, to the Knowledge of the BuyerCompany, any prior owner, lessee or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could form the basis for an Environmental Claim against the Buyer Company or the Buyer. Except as set forth on Schedule 5.16(b3.17(b), the Buyer Company has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Except as set forth on Schedule 5.16(c3.17(c), no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or used Used by the Buyer Company or, to the Knowledge of the BuyerCompany, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the BuyerCompany, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 5.16(d3.17(d), the Buyer Company has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws.

Permits; Environmental Matters. (a) Except as otherwise set Schedule 3.17(a) hereto sets forth in Schedule 5.16(a), the Buyer has a complete and correct list of all material Permits necessary for the Buyer Entities to own, operate, use and/or maintain its Properties their properties and to conduct its business their businesses and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a3.17(a) hereto, all such Permits are properly held by the Entities and in effect, no proceeding is pending or, to the Knowledge of the BuyerCompany, threatened to modify, suspend or revoke, withdraw, terminate, terminate or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the BuyerCompany, threatened in connection with the expiration or renewal of such Permits which could reasonably be expected to adversely affect the ability of the Buyer to own, operate, use or maintain any of its Properties or Entities to conduct its business their businesses and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 5.16(a)(i3.17(a) hereto, no violations have occurred that remain uncured, un-waived, unwaived or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing. (b) Except as otherwise set forth on in Schedule 5.16(b)3.17(b) hereto, there are no claims, liabilities, investigations, litigation, administrative proceedingsor other proceedings relating to any Hazardous Materials (collectively, whether "Environmental Claims") pending or, to the Knowledge of the BuyerCompany, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “Environmental Claims”) asserted or threatened against any of the Buyer or relating to any real property currently or formerly owned, leased or otherwise Used by Entities. None of the Buyer. Neither the Buyer Entities nor, to the Knowledge of the BuyerCompany, any prior owner, lessee owner of the Leased Premises or operator of said real propertyother Person, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or stored, disposed of or otherwise managed in a manner which could reasonably be expected to form the basis for an Environmental Claim against any Entity. Without limiting the Buyer foregoing, none of the Entities has since March 7, 2008 arranged for the transportation or disposal of Hazardous Materials from its business or generated, treated, stored or disposed of Hazardous Materials at any of its past or current facilities or any other location except in material compliance with Environmental Laws and in a manner which could not reasonably be expected to form the Buyerbasis for any Environmental Claim against any Entity and, to the Knowledge of the Company, none of the Entities has since March 7, 2008 transported or disposed or arranged for the transportation or disposal of Hazardous Materials to or at any location that is listed or proposed for listing on the National Priorities List promulgated under CERCLA or any other federal, state or local list of properties identified for environmental investigation and/or cleanup. Except as otherwise set forth on in Schedule 5.16(b)3.17(b) hereto, none of the Buyer Entities has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Except as otherwise set forth on Schedule 5.16(c)3.17(c) hereto, no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or used by the Buyer or, to the Knowledge of the Buyer, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the Buyer, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (di) Except as set forth on Schedule 5.16(d), the Buyer has been and is currently each Entity complies in compliance all material respects with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws, and (ii) none of the Entities has since March 7, 2008 received any written notice of potential non-compliance or potential liability under Environmental Laws. (d) There is no underground storage tank, hazardous waste treatment, storage or disposal facility, landfill, surface impoundment, underground injection well or other waste management unit, as those terms are defined or applied under any applicable Environmental Laws, located at any of the real property currently or, to the Knowledge of the Company, previously owned, operated or leased by any Entity. There are no radioactive materials, polychlorinated biphenyls or asbestos-containing materials located at any real property currently owned, operated or leased by any Entity. (e) There are no environmental liens recorded on any real property currently owned by any of the Entities. (f) The Company has made available to Buyer all material documents, records and information in its or any Entity's possession or control concerning any material environmental matter relevant to the ongoing operations of the Company or any Entity or to any property now or since March 7, 2008 owned, operated or leased by the Company or any Entity, including Permits, environmental audits, environmental risk assessments, site assessments, notices of potential liability under Environmental Law and material reports, correspondence, and notices related to environmental matters issued by or to any Governmental Authority.

Permits; Environmental Matters. (a) Except To the Knowledge of the Company, except as otherwise set forth in Schedule 5.16(a3.17(a), the Buyer Company has all Permits necessary for the Buyer Company to construct, own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a) 3.17(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the BuyerCompany, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the BuyerCompany, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Buyer Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except To the Knowledge of the Company, except as otherwise set forth in Schedule 5.16(a)(i3.17(a), (i) no violations have occurred that remain uncured, un-waivedunwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing. (b) Except To the Knowledge of the Company, except as set forth on Schedule 5.16(b3.17(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the Buyer, or threatened, or judgments or orders relating to any Hazardous Materials (collectively called “"Environmental Claims”") asserted or threatened against the Buyer Company or relating to any real property currently or formerly owned, leased or otherwise Used by the BuyerCompany. Neither the Buyer nor, to To the Knowledge of the BuyerCompany, neither the Company nor any prior owner, lessee or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could form the basis for an Environmental Claim against the Buyer Company or the Buyer. Except as set forth on Schedule 5.16(b3.17(b), the Buyer Company has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Except To the Knowledge of the Company, except as set forth on Schedule 5.16(c3.17(c), no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or used Used by the Buyer or, to the Knowledge of the Buyer, Company or on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the Buyer, or any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except To the Knowledge of the Company, except as set forth on Schedule 5.16(d3.17(d), the Buyer Company has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 5.16(a3.17(a), each of the Buyer Company and XxXxx has all Permits necessary for the Buyer Company or XxXxx, as applicable, to own, operate, use use, and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a) 3.17(a), all such Permits are in effect, no proceeding is pending pending, or, to the Knowledge of the BuyerCompany, threatened to modify, suspend suspend, or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the BuyerCompany, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Buyer Company to own, operate, use use, or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a)(i3.17(a), (i) no violations have occurred that remain uncured, un-waivedunwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver waiver, or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing. (b) Except as set forth on Schedule 5.16(b3.17(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the BuyerCompany, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “Environmental Claims”) asserted or threatened against the Buyer Company or relating to any real property currently or formerly owned, leased leased, or otherwise Used by the BuyerCompany. Neither the Buyer Company nor, to the Knowledge of the BuyerCompany, any prior owner, lessee lessee, or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored stored, or disposed of in a manner which could form the basis for an Environmental Claim against the Buyer Company or the Buyer. Except as set forth on Schedule 5.16(b3.17(b), the Buyer Company has not assumed any liability of any Person for cleanup, compliance compliance, or required capital expenditures in connection with any Environmental Claim. (c) Except as set forth on Schedule 5.16(c3.17(c), no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased leased, or used Used by the Buyer Company or, to the Knowledge of the BuyerCompany, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the BuyerCompany, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 5.16(d3.17(d), the Buyer Company has been and is currently in compliance with all applicable Environmental Lawsenvironmental laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Lawsenvironmental laws.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 5.16(a3.17(a), the Buyer Company has all Permits necessary for the Buyer Company to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a) 3.17(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the BuyerCompany, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the BuyerCompany, threatened in connection with the expiration or renewal of such Permits which could reasonably be expected to adversely affect the ability of the Buyer Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a)(i3.17(a), (i) no violations have occurred that remain uncured, un-waivedunwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing. (b) Except as set forth on Schedule 5.16(b3.17(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the BuyerCompany, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “"Environmental Claims”") asserted or threatened against the Buyer Company or relating to any real property currently or formerly owned, leased or otherwise Used by the BuyerCompany. Neither the Buyer Company nor, to the Knowledge of the BuyerCompany, any prior owner, lessee or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could reasonably be expected to form the basis for an Environmental Claim against the Buyer Company or the Buyer. Except as set forth on Schedule 5.16(b3.17(b), the Buyer Company has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Except as set forth on Schedule 5.16(c3.17(c), to the Knowledge of the Company, no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or used Used by the Buyer Company or, to the Knowledge of the BuyerCompany, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the BuyerCompany, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 5.16(d3.17(d), the Buyer Company has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 5.16(a)3.17(a) hereto, each of the Buyer Company and the Subsidiary has all Permits necessary for the Buyer to own, operate, use Use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 5.16(a) , all All such Permits are in effect, no proceeding is pending or, to the Knowledge of the BuyerCompany, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the BuyerCompany, threatened in connection with the expiration or renewal of such Permits Permits, which could adversely affect the ability of the Buyer Company and the Subsidiary to in all material respects own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 5.16(a)(i3.17(a) hereto, (i) no violations have occurred that remain uncured, un-waivedunwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and ; (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing; and (iii) there exists no set of facts which could reasonably be expected to furnish a basis for the recall, withdrawal or suspension of any registration, license, or other Permit, approval or consent of any Governmental Authority with respect to the Company. (b) Except as set forth on in Schedule 5.16(b)3.17(b) hereto, (i) there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the Buyer, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “Environmental Claims”) asserted or or, to the Knowledge of the Company, threatened against the Buyer Company or the Subsidiary or relating to any real property currently or formerly owned, leased or otherwise Used by the Buyer. Neither Company or the Buyer Subsidiary; (ii) neither the Company, the Subsidiary nor, to the Knowledge of the BuyerCompany, any current or prior owner, lessee or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could reasonably be expected to form the basis for an Environmental Claim against the Buyer or the Buyer. Except as set forth on Schedule 5.16(b)Company, the Buyer has not assumed any liability of any Person for cleanup, compliance Subsidiary or required capital expenditures in connection with any Environmental Claim. Parent; and (ciii) Except as set forth on Schedule 5.16(c), no Hazardous Materials are or were in the last five (5) years stored or otherwise located, and no underground or above-ground storage tanks or surface impoundments are or were in the last five (5) years located, on real property currently or formerly owned, leased or used Used by the Buyer Company, the Subsidiary or, to the Knowledge of the BuyerCompany, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the BuyerCompany, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (dc) Except as set forth on in Schedule 5.16(d)3.17(c) hereto, the Buyer Company and the Subsidiary has been and is currently in compliance with in all material respects all applicable Environmental Lawsenvironmental Legal Requirements, including obtaining and maintaining in effect all Permits required by applicable Environmental Lawsenvironmental Legal Requirements.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 5.16(a3.17(a), the Buyer Company has all Permits necessary for the Buyer Company to construct, own, operate, use and/or maintain its Properties Assets and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a) 3.17(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the BuyerCompany, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the BuyerCompany, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Buyer Company to own, operate, use or maintain any of its Properties Assets or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a)(i3.17(a), (i) no violations have occurred that remain uncured, un-waivedunwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing. (b) Except as set forth on Schedule 5.16(b3.17(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the BuyerCompany, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “"Environmental Claims”") asserted or threatened against the Buyer Company or relating to any real property currently or formerly owned, leased or otherwise Used by the BuyerCompany. Neither the Buyer Company nor, to the Knowledge of the BuyerCompany, any prior owner, lessee or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could form the basis for an Environmental Claim against the Company, the Buyer or the BuyerBusiness. Except as set forth on Schedule 5.16(b3.17(b), the Buyer Company has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Except as set forth on Schedule 5.16(c3.17(c), no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or used Used by the Buyer Company or, to the Knowledge of the BuyerCompany, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the BuyerCompany, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 5.16(d3.17(d), the Buyer Company has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 5.16(a3.18(a), the Buyer Company has all Permits necessary for the Buyer Company to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 5.16(a) 3.18(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the BuyerSeller or the Company, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the BuyerSeller or the Company, threatened in connection with the expiration or renewal of such Permits which could materially adversely affect the ability of the Buyer Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 5.16(a)(i3.18(a), (i) no violations have occurred that remain uncured, un-waivedunwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential immaterial violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing. (b) Except as set forth on Schedule 5.16(b), there There are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the BuyerSeller or the Company, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “Environmental Claims”) asserted or threatened against the Buyer Company or relating to any real property currently or formerly owned, leased or otherwise Used by the BuyerCompany. Neither the Buyer Company nor, to the Knowledge of the BuyerSeller or the Company, any prior owner, lessee or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could reasonably form the basis for an Environmental Claim against the Buyer Company or the Buyer. Except as set forth on Schedule 5.16(b), the Buyer The Company has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Except as set forth on Schedule 5.16(c), no No Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or used Used by the Buyer Company or, to the Knowledge of the BuyerCompany or the Seller, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the BuyerCompany or the Seller, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 5.16(d), the Buyer The Company has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws.

Permits; Environmental Matters. (a) Except as otherwise set Schedule 3.17(a) hereto sets forth in Schedule 5.16(a), the Buyer has a complete and correct list of all material Permits necessary for the Buyer Companies to own, operate, use and/or maintain its Properties their properties and to conduct its business their businesses and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 5.16(a3.17(a) hereto, all such Permits are properly held by the Companies (and not the Seller or any other Person) and in effect, no proceeding is pending or, to the Knowledge of the Buyereach Company, threatened to modify, suspend or revoke, withdraw, terminate, terminate or otherwise limit any such Permits, and and, to the Knowledge of each Company, no administrative or governmental actions have been taken or, to the Knowledge of the Buyer, or threatened in connection with the expiration or renewal of such Permits which could reasonably be expected to adversely affect the ability of the Buyer to own, operate, use or maintain any of its Properties or Companies to conduct its business their businesses and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 5.16(a)(i3.17(a) hereto, no violations have occurred that remain uncured, un-waived, unwaived or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations. The transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or materially adversely affect the rights and (ii) no circumstances exist that would prevent or delay benefits afforded to the obtaining of Seller by, any requisite consent, approval, waiver or other authorization of the transactions Permits. All of the Permits are transferable to the Buyer as contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closingthis Agreement. (ba) Except as otherwise set forth on in Schedule 5.16(b)3.17(b) hereto, there are no claims, , (b) liabilities, investigations, litigation, administrative proceedingsor other proceedings relating to any Hazardous Materials or potential liability under Environmental Laws (collectively, whether “Environmental Claims”) pending or, to the Knowledge of the Buyereach Company, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “Environmental Claims”) asserted or threatened against any of the Buyer or relating to any real property currently or formerly owned, leased or otherwise Used by Companies. None of the Buyer. Neither the Buyer Companies nor, to the Knowledge of the Buyereach Company, any prior owner, lessee owner of the Leased Premises or operator of said real propertyother Person, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or stored, disposed of or otherwise managed in a manner which could reasonably be expected to form the basis for an Environmental Claim against any Company. Without limiting the Buyer foregoing, none of the Companies has since January 1, 2008 arranged for the transportation or disposal of Hazardous Materials from its business or generated, treated, stored or disposed of Hazardous Materials at any of its past or current facilities or any other location, except in material compliance with Environmental Laws and in a manner which could not reasonably be expected to form the Buyerbasis for any Environmental Claim against any Company and, to the Knowledge of each Company, none of the Companies has transported or disposed or arranged for the transportation or disposal of Hazardous Materials to or at any location that is listed or proposed for listing on the National Priorities List promulgated under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (“CERCLA” or “Superfund”), or any other federal, state or local list of properties identified for environmental investigation and/or cleanup. Except as otherwise set forth on in Schedule 5.16(b)3.17(b) hereto, none of the Buyer Companies has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Except as otherwise set forth on Schedule 5.16(c)3.17(c) hereto, no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or used by the Buyer or, to the Knowledge of the Buyer, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the Buyer, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials.(i) each Company (d) Except as set forth on Schedule 5.16(d), the Buyer has been and is currently complies in compliance all material respects with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws, and (ii) none of the Companies has since January 1, 2008 received any written notice, report or information of potential non-compliance or potential liability under Environmental Laws. (e) There is no above ground or underground storage tank, hazardous waste (f) treatment, storage or disposal facility, landfill, surface impoundment, septic system, underground injection well or other waste management unit or other disposal areas, as those terms are defined or applied under any applicable Environmental Laws, located at any of the real property currently or, to the Knowledge of each Company, previously owned, operated or leased by any Company. There are no radioactive materials, polychlorinated biphenyls or asbestos-containing materials located at any real property currently owned, operated or leased by any Company. (g) There are no environmental liens recorded on any real property owned by any (h) Company. (i) Neither this Agreement nor the consummation of the contemplated transactions (j) shall result in any obligations on each Company or any Company for site investigation or cleanup, or notification to or consent of any government agencies or any other Person under any Environmental Law (including any so called “transaction triggered” or “responsible property transfer” laws and regulations). (k) No Company has assumed or undertaken any environmental liability or (l) obligation of any other Person, including those arising under any Environmental Law.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 5.16(a3.17(a), the Buyer Company has all material Permits necessary for the Buyer Company to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 5.16(a) 3.17(a), all such material Permits are in effect, no proceeding is pending or, to the Knowledge of the BuyerCompany, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the BuyerCompany, threatened in connection with the expiration or renewal of such Permits which could reasonably be expected to materially and adversely affect the ability of the Buyer Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 5.16(a)(i3.17(a), (i) no violations have occurred that remain uncured, un-waivedunwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing. (b) Except as set forth on Schedule 5.16(b3.17(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the BuyerCompany, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “Environmental Claims”) asserted or threatened against the Buyer Company or relating to any real property currently or formerly owned(or, to the Knowledge of the Company, formerly) leased or otherwise Used used by the BuyerCompany. Neither the Buyer Company nor, to the Knowledge of the BuyerCompany, any prior owner, lessee lessor or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could reasonably be expected to form the basis for an Environmental Claim against the Buyer or the BuyerCompany. Except as set forth on Schedule 5.16(b3.17(b), the Buyer Company has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Except as set forth on Schedule 5.16(c)To the Knowledge of the Company, (i) no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or used by the Buyer Company or, to the Knowledge of the Buyer, on adjacent parcels of real property, and (ii) no part of such real property or, to the Knowledge of the Buyer, or any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 5.16(d), the Buyer The Company has been and is currently in substantial compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental LawsLaw.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 5.16(aSCHEDULE 5.17(a), the Buyer Company has all Permits necessary for the Buyer Company to construct, own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a) SCHEDULE 5.17(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the BuyerSellers, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the BuyerSellers, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Buyer Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 5.16(a)(iSCHEDULE 5.17(a), (i) no violations have occurred that remain uncured, un-waivedunwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to any such Permits that by their terms or under applicable law may be obtained only after Closing. (b) Except as otherwise set forth on Schedule 5.16(bin SCHEDULE 5.17(b), there are have been no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, present or past conditions in any way relating to the Knowledge business, operations or Assets of the BuyerCompany involving or resulting from past or present spill, threateneddischarge, leak, emission, injection, escape, dumping or release of any kind whatsoever of any substance or exposure of any type in any work place or to any medium, including, but not limited to, air, land, surface waters and ground waters, or judgments from any generation, transportation, treatment, storage, disposal of waste materials, raw materials or orders relating to products of any Hazardous Materials (collectively called “Environmental Claims”) asserted kind, or threatened against from the Buyer storage, use or relating to handling of any real property currently hazardous or formerly ownedtoxic materials or other substances that has had, leased has or otherwise Used by could have an adverse effect on the Buyer. Neither the Buyer norAssets, to the Knowledge business, operations, prospects or financial condition of the Buyer, any prior owner, lessee or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could form the basis for an Environmental Claim against the Buyer or the Buyer. Except as set forth on Schedule 5.16(b), the Buyer has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental ClaimCompany. (c) Except as set forth on Schedule 5.16(c), no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently or formerly owned, leased or used by the Buyer or, to the Knowledge of the Buyer, on adjacent parcels of real property, and no part of such real property or, to the Knowledge of the Buyer, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 5.16(d), the Buyer has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws.

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 5.16(a3.25(a), the Buyer Company has all Permits permits, approvals, and licenses, granted by a Governmental Authority with appropriate jurisdiction over the Properties or business of the Company (“Permits”) necessary for the Buyer Company to own, operate, use and/or maintain its Properties properties and to conduct its business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 5.16(a) 3.25(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the BuyerCompany, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the BuyerCompany, threatened in connection with the expiration or renewal of such Permits which could would adversely affect the ability of the Buyer Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 5.16(a)(i3.25(a), (i) no violations have occurred that remain uncured, un-waivedunwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing, and (iii) there exists no set of facts which could reasonably be expected to furnish a basis for the recall, withdrawal or suspension of any Permit, with respect to the Company. (b) Except as set forth on Schedule 5.16(b3.25(b), there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the Knowledge of the BuyerCompany, threatened, or judgments or orders relating to any Hazardous Materials (collectively called “Environmental Claims”) asserted or threatened against the Buyer Company or relating to any real property currently or formerly owned, owned or leased or otherwise Used by the BuyerCompany. Neither the Buyer Company nor, to the Knowledge actual knowledge of the BuyerCompany, any current or prior owner, lessee or operator of said real property, has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of in a manner which could reasonably be expected to form the basis for an Environmental Claim against the Buyer Company or the Buyer. Except as set forth on Schedule 5.16(b3.25(b), the Buyer Company has not assumed any liability of any Person for cleanup, compliance or required capital expenditures in connection with any Environmental Claim. (c) Except as set forth on Schedule 5.16(c3.25(c), no Hazardous Materials are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on real property currently owned or leased by the Company or formerly owned, owned or leased or used by the Buyer or, to the Knowledge of the Buyer, on adjacent parcels of real propertyCompany, and no part of such real property or, to the Knowledge of the Buyer, any part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials. (d) Except as set forth on Schedule 5.16(d3.25(d), the Buyer Company has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all Permits required by applicable Environmental Laws.