Environmental, Health and Safety Matters (a) Seller, Subsidiaries, Acquired Assets and business of Seller have been in material compliance in all respects with all applicable Environmental Laws, including all Permits. Except for Hazardous Substances necessary in the Ordinary Course of Business and which are and were stored and disposed of in compliance with applicable Environmental Laws, neither Seller nor its predecessors, Affiliates and Subsidiaries have ever generated, transported, stored, treated or disposed of Hazardous Substances on, at, or about the Premises, and the Premises have not been used by anyone to store or dispose of waste or Hazardous Substances during the period that Seller has owned or occupied the Premises, or, to the Knowledge of Seller, prior to said period. No activity has been conducted by Seller at the Premises or adjoining properties that has given rise to, or would reasonably be expected to give rise to, any Adverse Consequences under any Environmental Laws, or any Environmental Liabilities and Costs. (b) Seller and the Subsidiaries hold all Permits required by all Environmental Laws applicable to ownership or operation of their businesses and Premises at all times, including during periods of full production capacity, and all such permits are identified on Section 3.24(a)3.24 of Seller’s Disclosure Schedule. Seller and each Subsidiary has timely filed all applications, notices and other documents necessary to effect the timely renewal of all such Permits. (c) To the Knowledge of Seller, all Permits for the ownership or operation of Seller’s and the Subsidiaries’ businesses and Premises can be transferred or reissued to Buyer without material modification and, to the Knowledge of Seller, all such Permits will be renewable upon expiration without imposition of materially stricter requirements if such expiration occurs within one year after the date of this Agreement. (d) None of Seller, the Subsidiaries, the Premises, Seller’s business, the Subsidiaries’ business, or the Acquired Assets, are subject to any outstanding or unresolved citation, notice, request, order, inspection, report, or other directive of any Governmental Authority relating to any Environmental Law, including Permits or Releases of a Hazardous Substance. (e) There are no and have been no circumstances or conditions present at or arising out of the Acquired Assets, or assets formerly owned by Seller or the Subsidiaries, the Premises or premises formerly occupied by Seller or its Subsidiaries, or the current or former ownership or operation of Seller’s or is Subsidiaries’ businesses, including without limitation any on-site or off-site disposal or other Release of a Hazardous Substance, which would reasonably be expected to give rise to any Environmental Liabilities and Costs. (f) Neither Seller, the Subsidiaries nor Seller’s or its Subsidiaries’ businesses or, to Seller’s Knowledge, Premises has received any written or oral notice, report, or information regarding any actual or alleged (i) noncompliance with or violation of Environmental Laws; (ii) actual or alleged Adverse Consequences or Environmental Liabilities and Costs, including any Environmental Condition relating to the Business, the Acquired Assets, the Premises, or Seller or its Subsidiaries arising under Environmental Laws; or (iii) other alleged or actual responsibility for any Environmental Liabilities and Costs relating to any Release of a Hazardous Substance. (g) Seller and the Subsidiaries are in material compliance with all occupational, safety and health standards required by Environmental Laws in connection with the conduct of Seller’s and the Subsidiaries’ businesses and has not received notice of any violation or infraction of same or of any work-related chronic illness or injury among employees of Seller’s or the Subsidiaries’ businesses, except as accurately reported on its OSHA 200/300 Logs, copies of which have been delivered to Buyer. (h) To Seller’s Knowledge this transaction, including the leases of the Premises to Buyer, does not trigger any transaction-based disclosure, cleanup, investigation or other obligation that may result in any Environmental Liabilities and Costs or any Adverse Consequences, under any Environmental Laws or other Laws.