Common use of Real Property; Environmental Matters Clause in Contracts

Real Property; Environmental Matters. (a) Schedule 2.11 sets forth the addresses and uses of all real property that the Company owns or leases or subleases, and any lien (exclusive of any statutory landlord's lien) or encumbrance for which the Company is liable and which the Company has secured with any such owned real property or leasehold interest, specifying in the case of each such lease or sublease, the name of the lessor or sublessor, as the case may be, the lease term and the obligations of the lessee thereunder (or in lieu thereof, attaching a copy of such lease or sublease). There are no defaults by the Company, or to the actual knowledge of the Company and the Principal Shareholders (without investigation by the Company or the Principal Shareholders), by any other party thereto, which might curtail in any material respect the present use by the Company of the property listed on Schedule 2.11. The performance by the Company of this Agreement and the Related Agreements will not result in the termination of, or in any increase of any amounts payable under, any lease listed on Schedule 2.11. (b) All real property, owned or leased by the Company comply with all applicable laws, rules, regulations, order, ordinances, judgments and decrees of any governmental authorities with respect to all environmental statutes, rules and regulations. The Company has not received notice of, nor does the Company or any Principal Shareholder have knowledge of, any past or present events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company which may cause noncompliance with, or which may give rise to any liability for any claim, action, suit, proceeding, hearing, or investigation, based on or related to the disposal, storage, handling, manufacture, processing, distribution, use, treatment or transport, or the emission, discharge, release or threatened release into the environment, of any Substance (as defined herein). As used in this Section 2.11, the term "Substance" or "Substances" shall mean any pollutant, hazardous substance, hazardous material, hazardous waste or toxic waste, as defined in any presently enacted federal, state or local statute or any regulation that has been promulgated pursuant thereto. No part of any of the real property owned or leased by the Company has been listed or proposed for listing on the National Priorities List established by the United States Environmental Protection Agency, or any other such list by any federal, state or local authorities.

Real Property; Environmental Matters. (a) Schedule 2.11 sets forth the addresses The Company does not own and uses of all since its formation has never owned any real property that property. The Company is not a party to, and neither the Company owns or leases or subleases, and any lien (exclusive nor the business of any statutory landlord's lien) or encumbrance for which the Company is liable and which the Company has secured with any such owned real property or leasehold interest, specifying in the case of each such lease or sublease, the name of the lessor or sublessor, as the case may be, the lease term and the obligations of the lessee thereunder (or in lieu thereof, attaching a copy of such lease or sublease). There are no defaults by the Company, or to the actual knowledge of the Company and the Principal Shareholders (without investigation by the Company or the Principal Shareholders), by any other party thereto, which might curtail in any material respect the present use by the Company of the property listed on Schedule 2.11. The performance by the Company of this Agreement and the Related Agreements will not result in the termination of, or in any increase of any amounts payable underway subject to, any lease listed on Schedule 2.11(as lessee or lessor) or sublease (as sublessee or sublessor) of real property. (b) All real propertyExcept for claims in the normal course of its insurance business, owned all of which will be reinsured pursuant to the Quota Share Agreement, no litigation, suits, claims, proceedings or leased investigations or private or governmental enforcement actions or orders are pending or, to Seller's Knowledge, threatened against the Company with respect to any Hazardous Material or applicable Environmental Law (each as defined below). (c) Neither Seller nor the Company has received any notice from any Governmental Entity or other Person of any claims or potential violations by the Company comply with all applicable laws, rules, regulations, order, ordinances, judgments and decrees of any governmental authorities with respect to all environmental statutes, rules and regulations. The Company has not received notice of, nor does the Company or any Principal Shareholder have knowledge ofliability under, any past Environmental Law. (d) To Seller's Knowledge, there is not (i) any activity on any properties presently or present events, conditions, circumstances, activities, practices, incidents, actions formerly owned or plans of operated by the Company which may cause noncompliance withwas conducted, or which may give rise to is being conducted, in violation of any liability for any claim, action, suit, proceeding, hearingEnvironmental Law, or investigation(ii) any actual or threatened release (including, based without limitation, any spill, discharge, leak, emission, ejection, escape or dumping) or improper or inadequate storage of, or contamination caused by, any Hazardous Material on or related under any properties of the Company, which in any of such cases has or would reasonably be expected to have a Material Adverse Effect. (e) For purposes of this Section 3.26, "Environmental Law" means any Applicable Law relating to pollution or protection of the environment, health, safety, or natural resources or to the disposaluse, handling, transportation, treatment, storage, handling, manufacture, processing, distribution, use, treatment or transport, or the emission, dischargedisposal, release or threatened release into the environmentdischarge of Hazardous Materials; and "Hazardous Material" means any material, of any Substance (substance, waste, pollutant, contaminant, chemical or other matter that is defined as defined herein). As used in this Section 2.11, the term "Substance" or "Substances" shall mean any pollutanta hazardous material, hazardous substance, hazardous waste, toxic material, hazardous waste toxic substance or toxic wasteother term having a similar meaning under Applicable Law or is otherwise subject to elimination, as defined in any presently enacted federalabatement, state removal, remediation or local statute or any regulation that has been promulgated pursuant thereto. No part of any of the real property owned or leased by the Company has been listed or proposed for listing on the National Priorities List established by the United States Environmental Protection Agency, or any other such list by any federal, state or local authoritiescleanup under Applicable Law.

Real Property; Environmental Matters. (a) Schedule 2.11 sets forth the addresses and uses of all real property that the Company and each of its Subsidiaries owns or leases or subleases, and any lien (exclusive of any statutory landlord's lienlien or any Permitted Lien) or encumbrance for which the Company and each of its Subsidiaries is liable and which the Company and each of its Subsidiaries has secured with any such owned real property or leasehold interest, specifying in the case of each such lease or sublease, the name of the lessor or sublessor, as the case may be, the lease term and the obligations of the lessee thereunder (or in lieu thereof, attaching a copy of such lease or sublease). There are no defaults by the CompanyCompany or any of its Subsidiaries, or to the actual knowledge of the Company and the Principal Shareholders (without investigation by the Company or the Principal Shareholders), by any other party thereto, which might curtail in any material respect the present use by the Company of the property listed on Schedule 2.11. The performance by the Company of this Agreement and the Related Agreements will not result in the termination of, or in any increase of any amounts payable under, any lease listed on Schedule 2.11. (b) There is no material violation by the Company or any of its Subsidiaries of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to zoning, environmental, city planning or similar matters) relating to any real property or part thereof, as the case may be, owned, leased or subleased by the Company or any of its Subsidiaries. (c) All real property, owned or leased by the Company comply or any of its Subsidiaries complies, in all material respects, with all applicable laws, rules, regulations, order, ordinances, judgments and decrees of any governmental authorities with respect to all environmental statutes, rules and regulations. The Neither the Company nor any of its Subsidiaries has not received notice of, nor does the Company or any Principal Shareholder have knowledge of, any past or present events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company or any of its Subsidiaries which may are likely to cause material noncompliance with, or which may give rise to any liability in excess of $25,000 for any claim, action, suit, proceeding, hearing, or investigation, based on or related to the disposal, storage, handling, manufacture, processing, distribution, use, treatment or transport, or the emission, discharge, release or threatened release into the environment, of any Substance (as defined herein). As used in this Section 2.11, the term "Substance" or "Substances" shall mean any pollutant, hazardous substance, hazardous material, hazardous waste or toxic waste, as defined in any presently enacted federal, state or local statute or any regulation that has been promulgated pursuant thereto. No part of any of the real property owned or leased by the Company has been listed or proposed for listing on the National Priorities List established by the United States Environmental Protection Agency, or any other such list by any federal, state or local authorities.,

Real Property; Environmental Matters. (a) Schedule 2.11 sets forth the addresses and uses of all real property that the Company owns or leases or subleasessubleases pursuant to an agreement requiring the Company to pay in excess of $75,000, and any lien Lien (exclusive of any statutory landlord's lienPermitted Liens) or encumbrance for which the Company is liable and which the Company has secured with any such owned real property or leasehold interest, specifying in the case of each such lease or sublease, the name of the lessor or sublessor, as the case may be, the lease term and the obligations of the lessee thereunder (or in lieu thereof, attaching a copy of such lease or sublease). There Except as set forth on Schedule 2.11, there are no defaults by the Company, or to the actual knowledge of the Company and the Principal Shareholders (without investigation by the Company or the Principal Shareholders)Company, by any other party thereto, which might curtail in any material respect the present use by the Company of the property listed on Schedule 2.11. The performance by the Company of this Agreement and the Related Agreements will not result in the termination of, or in any increase of any amounts payable under, any lease listed on Schedule 2.11. (b) All real propertyExcept as set forth on Schedule 2.11, owned or leased there is no material violation by the Company comply with all applicable lawsof any law, rules, regulations, order, ordinances, judgments and decrees of any governmental authorities Governmental Entity or any Environmental Laws (including, without limitation, those relating to zoning, environmental, city planning or similar matters) relating to any real property or part thereof, as the case may be, owned, leased or subleased by the Company. (c) Except as set forth on Schedule 2.11, all real property owned or leased by the Company, complies with respect to all environmental statutesapplicable Environmental Laws. Except as set forth on Schedule 2.11, rules and regulations. The the Company has not received notice of, nor does the Company or any Principal Shareholder have knowledge of, any past noncompliance with such Environmental Laws or present events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company which may cause noncompliance with, or which may give rise to any alleged liability for any claim, action, suit, proceeding, hearing, or investigation, based on or related to the disposal, storage, handling, manufacture, processing, distribution, use, treatment or transport, or the emission, discharge, release or threatened release into the environment, of any Substance (as defined herein)Substance. As used in this Section 2.11, the term "“Substance" ” or "Substances" shall mean any pollutant, hazardous substance, hazardous material, hazardous waste or toxic waste, as defined in any presently enacted federal, state or local statute or any regulation that has been promulgated pursuant thereto. No part of any of the real property owned or leased by the Company has been listed or proposed for listing on the National Priorities List established by the United States Environmental Protection Agency, or any other such list by any federal, state or local authorities. (d) Except as set forth on Schedule 2.11, the Company has all registrations, permits, licenses, and approvals issued by or on behalf of any federal, state or local governmental body or agency if any (“Environmental Permits”) that are required in connection with the operation by the Company of its business, the discharge or emission of any Substance by the Company from real property owned or leased by the Company or the generation, treatment, storage, transportation, or disposal of any Substance by the Company and is in material compliance with the same.

Real Property; Environmental Matters. (a) Schedule 2.11 sets forth the addresses and uses of all real ------------- property that the Company or the Mind Subsidiary owns or leases or subleases, sublease and any lien (exclusive of any statutory landlord's lien) or encumbrance for which the Company or the Mind Subsidiary is liable and which the Company or the Mind Subsidiary has secured with any such owned real property or leasehold interest, specifying in the case of each such lease or sublease, the name of the lessor or sublessor, as the case may be, the lease term and the obligations of the lessee thereunder (or in lieu thereof, attaching a copy of such lease or sublease). There are no defaults by the CompanyCompany or by the Mind Subsidiary, or to the actual knowledge of the Company and the Principal Shareholders (without investigation by the Company or the Principal Shareholders)Company, by any other party thereto, which might curtail in any material respect the present use by the Company or the Mind Subsidiary of the property listed on Schedule 2.11. The performance by the Company of this ------------- Agreement and the Related Agreements will not result in the termination of, or in any increase of any amounts payable under, any lease listed on Schedule 2.11. ------------- (b) Neither the Company nor the Mind Subsidiary is in material violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to zoning, environmental, city planning or similar matters) relating to any real property or part thereof, as the case may be, owned, leased or subleased by the Company. (bc) All real property, owned or leased by the Company comply complies, in all material respects, with all applicable laws, rules, regulations, order, ordinances, judgments and decrees of any governmental authorities with respect to all environmental statutes, rules and regulations. The Company has not received notice of, nor does the Company or any Principal Shareholder have knowledge of, any past or present events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company which may cause noncompliance with, or which may give rise to any liability for any claim, action, suit, proceeding, hearing, or investigation, based on or related to the disposal, storage, handling, manufacture, processing, distribution, use, treatment or transport, or the emission, discharge, release or threatened release into the environment, of any Substance (as defined herein). As used in this Section 2.11, the term "Substance" or "Substances" shall mean any pollutant, hazardous substance, hazardous material, hazardous waste or toxic waste, as defined in any presently enacted federal, state or local municipal statute or by-law or any regulation that has been promulgated pursuant thereto. No part of any of the real property owned or leased by the Company has been listed or proposed for listing on the National Priorities List established by the United States Environmental Protection Agency, or any other such list by any federal, state or local authorities.