DATED 12th February 1998
THE GENERAL ELECTRIC COMPANY, P.L.C.
and
MITEL TELECOM LIMITED
-----------------------------------
ENVIRONMENTAL DEED
-----------------------------------
Xxxxxxxxx and May
00 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
(EFK/PDAD)
CONTENTS
PAGE
1. INTERPRETATION 1
2. COVENANT 5
3. LIMITATIONS ON LIABILITY AND PROCEDURAL MATTERS 5
4. RELATIONSHIP WITH THE SALE AND PURCHASE AGREEMENT 5
SCHEDULE 7
PART A : LIMITATIONS 7
1. PRESUMPTION 7
2. TIME LIMIT FOR BRINGING CLAIM 7
3. TRIGGER CONDITION FOR BRINGING A CLAIM 8
4. MATTERS ARISING AFTER COMPLETION 8
5. FUTURE LAWS 9
6. LOSSES AND COST OF WORKS 9
7. OTHER LIMITATIONS AND EXCLUSIONS 10
8. RELATIONSHIP WITH SCHEDULE 4 OF THE SALE AND PURCHASE AGREEMENT 10
PART B : PROCEDURE 12
1. INVESTIGATIVE WORKS AND NOTIFICATION TO THIRD PARTIES 12
2. NOTICE OF CLAIMS 13
3. CONDUCT OF ACTIONS 13
PART C : PROTECTED MATTERS 17
THIS DEED is made 12th February 1998
BETWEEN:-
1. The GENERAL ELECTRIC COMPANY, P.L.C. of 0 Xxxxxxxx Xxxx, Xxxxxx, X0X 0XX
(registered in England No. 67307) (the "Seller");
AND
2. MITEL TELECOM LIMITED (registered in England and Wales No. 1309629), having
its registered office at Xxxxxxxxxxx, Xxxxx XX0 0XX (the "Purchaser")
NOW THIS DEED witnesses as follows:-
1. Interpretation
1.1 In this deed:-
"Action" means any Environmental Proceedings,
Works or other site visits, meetings,
negotiations, discussions or
correspondence involving any Protected
Person and relating to or affecting any
Protected Matter which gives rise or may
give rise to a claim under this deed or
the Environmental Warranties;
"Anticipated Development" means construction of an extension to
the buildings on a Current Property
and/or the construction of new buildings
on a Current Property up to an aggregate
additional floor area no greater than
20% of the aggregate floor area of the
buildings on the Current Property as at
the Completion Date, where such
construction is a natural expansion of
the business carried on at the Current
Property as at the Completion Date;
"Carholme Road Property" means the building of approximately
40,000 square feet at a site at Carholme
Road, Lincoln occupied by Plessey more
fully described in paragraph 17.1 of the
Disclosure Letter;
"Completion Date" means the date hereof;
2
"Current Properties" means those properties listed in Parts
I(1) and (2), II and III of Schedule 8
of the Sale and Purchase Agreement and
"Current Property" means any one of
them;
"Environmental Laws" means any and all applicable laws in any
relevant jurisdiction (including, for
the avoidance of doubt, common law)
(excluding (but without prejudice to the
provisions of paragraph 7 of Part A of
the Schedule) those laws relating
specifically to town planning matters
and to the health and safety of workers
in the work place) and European
Community or European Union regulations,
directives and decisions, statutes,
subordinate legislation (which for the
avoidance of doubt (notwithstanding
paragraph 5 of Part A of the Schedule)
shall include Part IIA of the
Environmental Protection Xxx 0000 and/or
Sections 161A - D of the Water Resources
Act 1991 (both as enacted by Section 57
and paragraph 162 of Schedule 22
respectively of the Environment Act
1995) and the first set of guidance
notes and regulations adopted under
those provisions (but not subsequent
modifications, amendments or
re-enactments of those provisions or
guidance notes or such regulations to
the extent that those modifications,
amendments or re-enactments would
otherwise increase the liability of GEC
under this deed) ("the New Contaminated
Land Power")) which were, are, or which
may become applicable to the conduct of
the business of any Group Company or the
use, occupation or ownership of the
Current Properties or the Former
Properties and which have as a purpose
or effect the protection of, and/or the
prevention of harm or damage to, the
Environment and/or the provision of
remedies in respect of harm or damage to
the Environment;
3
"Environment" any and all organisms (including without
limitation man), ecosystems, property
and the following media: air, (including
without limitation, the air within
buildings and the air within other
natural or man-made structures whether
above or below ground); water (including
without limitation, water under or
within land or in drains or sewers and
coastal and inland waters); and land
(including without limitation, land
under water);
"Environmental Authority" means a governmental agency or other
regulatory body with jurisdiction in
relation to Protected Matters and acting
under and in accordance with
Environmental Laws;
"Environmental Losses" means Losses resulting directly from
Protected Matters;
"Environmental Proceedings" means any criminal, civil, judicial,
regulatory or administrative proceeding,
suit, action or claim in relation to
Protected Matters under Environmental
Laws;
"Environmental Warranties" means the warranties in paragraph 22 of
schedule 3 of the Sale and Purchase
Agreement;
"Former Properties" means any property (including, without
limitation, the Carholme Road Property
and the Oldham Properties) used, owned
or occupied at any time prior to
Completion by any Group Company other
than those properties listed in Parts
I(1) and (2), II and III of Schedule 8
of the Sale and Purchase Agreement
"Investigative Works" means inspections, investigations,
assessments, audits, sampling or
monitoring;
4
"Losses" means all fines, penalties, damages
(including liabilities to pay damages in
respect of natural resource damage),
liability to pay the costs of persons
undertaking Environmental Proceedings
against any Protected Person and
reasonable costs and expenses
(including, without limitation, the
reasonable cost of professional advisers
and the cost of Works);
"New Contaminated Land Power" has the meaning given in the definition
of "Environmental Laws";
"Oldham Properties" means the property of Plessey being
factory and offices at Lansdowne Road,
Oldham, title to which is registered at
H.M. Land Registry under title number
GM175967 and the leasehold property used
by Plessey as a car park at Stockfield
Road, Oldham comprised in a lease dated
29th January, 1988 between (1) The North
Western Electricity Board and (2)
Xxxxxxxx PLC;
"Protected Matters" means the matters referred to in Part C
of the Schedule;
"Protected Person" means the Purchaser and each and any
member of the Purchaser's Group and the
directors and employees of the
Purchaser's Group from time to time;
"Required Works" has the meaning given in paragraph 6(B)
of Part A of the Schedule;
"Sale and Purchase Agreement" means an agreement dated the date hereof
and made between the Seller (1) and the
Purchaser (2) as amended, supplemented
or novated from time to time;
"Third Party Claims" means a claim which satisfies the
Trigger Condition and is made by some
person other than an Environmental
Authority;
"Trigger Condition" has the meaning given in paragraph 3 of
Part A of the Schedule;
5
"Works" means:-
(i) Investigative Works; and
(ii) any works (including the
installation, operation, repair or
replacement of plant or equipment)
in order to remove, remediate or
contain any Protected Matter or to
prevent a Protected Matter from
arising.
1.2 Words and expressions which are defined in the Sale and Purchase Agreement
shall have the same meaning when used in this deed.
2. Covenant
The Seller covenants with the Purchaser to pay to the Purchaser an amount
equal to
(i) all Environmental Losses of any Protected Person except in
relation to claims arising out of Anticipated Development or
Third Party Claims; and
(ii) fifty per cent. (50%) of all Environmental Losses of any
Protected Person in relation to claims arising out of Anticipated
Development or Third Party Claims,
subject to clause 3 below.
3. Limitations on liability and procedural matters
The exclusions, limitations and other provisions set out in the Schedule
shall apply (to the extent applicable) to any claim made by the Purchaser
under this deed or the Environmental Warranties in relation to a Protected
Matter.
4. Relationship with the Sale and Purchase Agreement
4.1 Clause 1 (Interpretation), clauses 5.1(B) and 5.3(B) (GEC's Warranties and
Undertakings), clauses 8.1 and 8.2 (in relation to the Current Properties
only (and not in relation to the Former Properties)) (Purchaser's Remedies
and GEC's Limitations on Liability), clause 11 (Remedies and Waivers),
clause 12 (Assignment), clause 13 (Further Assurance), clause 14 (Entire
Agreement), clause 15 (Notices), clause 18 (Costs and Expenses), clause 19
(Counterparts), clause 21 (Effect of Completion), clause 22 (Invalidity),
clause 23 (Governing Law) and clause 24 (Jurisdiction) shall apply to this
deed mutatis mutandis.
6
4.2 In the event of any inconsistency between this deed and the Sale and
Purchase Agreement, this deed shall prevail.
IN WITNESS whereof this document has been executed as a deed the day and year
first before written.
7
SCHEDULE
PART A : LIMITATIONS
1. Presumption
The Seller and the Purchaser acknowledge that, in order to establish
whether pollution or contamination in relation to the Current Properties
gives rise to a claim under this deed or the Environmental Warranties, it
will be necessary to establish whether such pollution or contamination was
first caused or first arose before or after the Completion Date. The Seller
and Purchaser therefore agree that:-
(i) if the relevant pollution or contamination is discovered by the
Purchaser and is notified to the Seller before the second
anniversary of the Completion Date, such pollution or
contamination shall be presumed to have been first caused or to
have first arisen on or before the Completion Date; and
(ii) if the relevant pollution or contamination is discovered by the
Purchaser and is notified to the Seller on or after the second
anniversary of the Completion Date, such pollution or
contamination shall be presumed to have been first caused or to
have first arisen after the Completion Date,
provided that the Seller and the Purchaser shall each be entitled to
provide factual and expert evidence rebutting such presumptions.
2. Time limit for bringing claim
The Purchaser shall not be entitled to claim under this deed or under the
Environmental Warranties in respect of a Protected Matter unless a Trigger
Condition has been satisfied in respect of such Protected Matter and, in
relation to a claim under this deed, the Purchaser has given notice to the
Seller of the claim as required under paragraph 2 of Part B below before
the seventh anniversary of Completion, provided that the liability of the
Seller in respect of such claim under this deed shall absolutely determine
(if such claim has not been satisfied, settled, or withdrawn) if legal
proceedings in respect of such claim shall not have been commenced by the
Purchaser against the Seller within 12 months of the service of notice by
the Seller requiring commencement of proceedings (a "Claim Commencement
Notice") and for this purpose proceedings shall not be deemed to have been
commenced unless they shall have been properly issued and validly served
upon the Seller, further provided that the Seller shall not be entitled to
serve a Claim Commencement Notice unless and until the date when the
relevant facts in relation to such claim have been determined or can
reasonably be predicted or estimated on the basis of such Actions as may
have occurred or been carried out in accordance with Part B below.
8
3. Trigger Condition for bringing a claim
The Purchaser shall not be entitled to claim under this deed or under the
Environmental Warranties in relation to a Protected Matter unless
Environmental Proceedings by an Environmental Authority or some other
person who is not a Protected Person have occurred or been commenced or
expressly threatened in writing against a Protected Person in relation to
such Protected Matter (the "Trigger Condition"), provided that the Trigger
Condition is not satisfied where the relevant Environmental Authority
conducts Investigative Works in relation to the relevant Current Property
or Former Property, but does not take any further action involving the
relevant Protected Person as a result of those Investigative Works.
4. Matters arising after Completion
(A) The Purchaser shall not be entitled to claim under this deed or under
the Environmental Warranties in relation to a Protected Matter to the
extent that the claim would not have arisen but for, results from or
is increased by:-
(i) subject to paragraph 1 of this Schedule, any pollution or
contamination first existing or arising after Completion;
(ii) any act or omission by any Protected Person (except the Group,
its directors or employees) before Completion or by any Protected
Person after Completion which is unreasonable, reckless,
negligent or not in the normal course of the Business as at
Completion;
(iii) any change of use of, or the development, demolition, closure or
sale of or grant of any right or interest in relation to all or
any part of any Current Property after Completion except for
Anticipated Development;
(iv) the renewal or early termination of any lease or other agreement
or arrangement under which any Protected Person occupies or uses
any Current Property other than any such which was in the
contemplation of the Group at the Completion Date.
(B) The Purchaser shall only have an obligation to procure that each
Protected Person shall so far as reasonable take Action to avoid,
reduce and mitigate any claim under this deed or under the
Environmental Warranties in relation to a Protected Matter to the
extent that following notification of the Seller in accordance with
paragraph 2 of Part B of the Schedule the Seller has indicated in
writing to the Purchaser such Action as it may reasonably require and
for the avoidance of doubt, any Losses
9
of any Relevant Person incurred in any such Action shall be
recoverable under this deed.
(C) The Purchaser shall not be entitled to claim under this deed or under
the Environmental Warranties in relation to a Protected Matter to the
extent that the claim would not have arisen but for, results from or
is increased by any failure by the Purchaser or any Protected Person
to comply with this deed.
5. Future laws
The Purchaser shall only be entitled to claim under this deed or under the
Environmental Warranties in relation to a Protected Matter to the extent
that the claim results from Environmental Laws which are in force and
directly binding on the relevant Protected Person at or prior to the date
of this deed and/or the New Contaminated Land Power. The Purchaser shall
not be entitled to be paid under this deed or under the Environmental
Warranties in relation to a Protected Matter to the extent that the claim
would not have arisen but for, results from or is increased by laws which
come into force after the date of this deed or changes in policy, guidance
or practice by the relevant Environmental Authority after the date of this
deed, except for (i) the coming into force of the New Contaminated Land
Power and/or (ii) the coming into force of any future requirement of law
under which any Protected Person becomes obliged to carry out Investigative
Works or make any disclosure in relation to any Protected Matter (in which
case this exception (ii) applies only to such obligation).
6. Losses and cost of Works
The Purchaser shall not be entitled to claim under this deed or under the
Environmental Warranties in relation to a Protected Matter in respect of:-
(A) loss of profits, loss of sales, loss of production, business
interruption, reduction in value of any asset or shares or any other
indirect or consequential loss or damage arising out of a Protected
Matter; or
(B) the cost of carrying out Works, except for the reasonable cost of the
Works ("Required Works") which are the minimum necessary to comply
with the final and lawful decision or settlement of Environmental
Proceedings, provided that the cost of carrying out Works shall where
practicable be those agreed in advance between the Seller and the
Purchaser acting in good faith and where the Works are approved in
advance by the Seller then the Works shall be Required Works and
further provided that the cost of the Works shall be reasonable (and
the Works shall be Required Works) where the Works achieve settlement
of the Environmental Proceedings at a cost which equitably balances
the Seller's concern to minimise its liability under this deed and the
10
Purchaser's concern to minimise business interruption and any adverse
effect upon any Protected Person. Unless it is manifestly unreasonable
to do so, the cost of the Required Works shall be determined on the
basis of the least expensive of binding quotes obtained from three
reputable and independent contractors and such cost shall not be
payable by the Seller in relation to any particular Required Works
until such Required Works have been carried out.
7. Other limitations and exclusions
(A) The Purchaser shall not be entitled to claim under this deed or under
the Environmental Warranties in relation to a Protected Matter to the
extent that the relevant claim results from or is increased by matters
which relate to worker or occupational health and safety or town and
country planning (except in relation to Anticipated Development)
provided that where any requirement arises or may be imposed in
relation to a Protected Matter under any provision of law relating to
(i) worker or occupational health; or (ii) town and country planning
in relation to Anticipated Development then this deed shall apply to
it to the extent that that requirement could lawfully have been
imposed under Environmental Laws and any Actions in relation thereto
shall be covered by this deed and for the avoidance of doubt any cost
attributable to the proper protection of workers during the carrying
out any Works shall be covered by this deed.
(B) Where a claim arises out of Anticipated Development, the Losses which
can be claimed under this deed or the Environmental Warranties shall
not include any costs of the construction and related work which would
have been incurred irrespective of the existence of the relevant
Protected Matter.
8. Relationship with Schedule 4 of the Sale and Purchase Agreement
(A) Paragraphs 1, 2.1, 3.1 (other than paragraph 3.1(A)(ii)), 3.4, 3.6,
3.9 (but only in so far as it relates to the Current Properties (and
not in relation to the Former Properties)), 3.10 and 3.12 of Schedule
4 to the Sale and Purchase Agreement (Limitations on GEC's Liability
under the Warranties) shall apply to claims under this deed.
Paragraphs 2.2, 3.1(A)(ii), 3.2, 3.3, 3.5, 3.7, 3.8 and 3.11 of
Schedule 4 to the Sale and Purchase Agreement (Limitations on GEC's
Liability under the Warranties) shall not apply to claims under this
deed.
(B) All of the paragraphs of Schedule 4 to the Sale and Purchase Agreement
(Limitations on GEC's liability under the Warranties) shall apply to
claims under the Environmental Warranties in relation to Protected
Matters, except for paragraph 3.3.
11
(C) This deed and the Environmental Warranties contain the Purchaser's
only rights to claim against the Seller in respect of Protected
Matters. The Purchaser shall not be entitled to claim against the
Seller under any of the Warranties (except for the Environmental
Warranties) or any other provisions of the Sale and Purchase Agreement
in respect of Protected Matters.
(D) The Purchaser (on behalf of itself and each Protected Person)
irrevocably releases and discharges the Seller and each member of the
Seller's Group from any claims or causes of action, known or unknown,
whether based on statute or other law in relation to Protected Matters
except for claims under this deed or the Environmental Warranties.
12
PART B : PROCEDURE
1. Investigative Works and notification to third parties
Until the seventh anniversary of the Completion Date and unless and/or
until a Trigger Condition is satisfied in relation to a Protected Matter,
the Purchaser shall not and shall procure that no Protected Person shall
and shall use reasonable endeavours to procure that none of their
respective partners, agents, contractors, sub-contractors or consultants
shall:-
(A) carry out Investigative Works in relation to such Protected Matter
without the prior written consent of the Seller; or
(B) disclose information to any Environmental Authority or any other
person in relation to such Protected Matter without the prior written
consent of the Seller,
provided that the Seller's remedy in relation to any such Investigative
Works or disclosure in breach of sub-paragraphs (A) and (B) above shall be
that the Purchaser shall not be entitled to claim under this deed or the
Environmental Warranties in relation to that Protected Matter to the extent
that the relevant claim would not have arisen but for, results from or is
increased by any such unauthorised Investigative Works or disclosure,
provided that sub-paragraphs 1(A) and 1(B) above do not apply to the extent
that (prior to any such Investigative Works or disclosure):-
(i) there is specific and objective factual evidence that a Protected
Matter exists at the relevant Current Property which gives rise
to an immediate and substantial risk to the Environment; and/or
(ii) the relevant Investigative Works or disclosure are expressly and
specifically required by Environmental Law (whether as it is now
or in the future); and/or
(iii) the Investigative Works and/or disclosure are a necessary part
of any application by any Protected Person for the obtaining of
any Permit for the continued conduct of the Business as at the
Completion Date; and/or
(iv) the Investigative Works and/or disclosure are a necessary part of
any application by any Protected Person for town and country
planning permission for Anticipated Development; and/or
(v) the Investigative Works and/or disclosure are required by
contractual obligations which are in force and binding on any
Protected Person at the Completion Date; and/or
13
(vi) the Investigative Works and/or disclosure are required by any
securities exchange or regulatory or governmental body to which
any Protected Person is subject wherever situated, including
(without limitation) the London Stock Exchange or the Panel on
Takeovers and Mergers, whether or not the requirement for
information has the force of law.
The provisos (i)-(vi) to this paragraph 1 are conditional on (save in
the case of an emergency) reasonable notice to the Seller and
reasonable consultation with the Seller before the relevant
Investigative Works are commenced or disclosure is made. For the
avoidance of doubt, compliance with this paragraph 1 shall not be
deemed to be an act or omission within paragraph 4(A)(ii) of Part A.
2. Notice of claims
The Purchaser shall provide prompt written notice to the Seller of any
Protected Matter of which the Purchaser or any other Protected Person
becomes aware which gives rise to or which may give rise to a claim under
this deed or the Environmental Warranties and shall notify the Seller
immediately upon a Trigger Condition being satisfied in relation to any
such Protected Matter.
3. Conduct of Actions
(A) The Seller shall have the right at any time to assume conduct of all
or any part of any Action relating to or affecting any Protected
Matter which gives rise to or may give rise to a claim under this deed
or the Environmental Warranties. The Purchaser shall have conduct to
the extent that the Seller does not assume conduct which for the
avoidance of doubt shall be taken to be the case if the Seller shall
not have within a reasonable time after the notification of a claim
notified the Purchaser in writing of it having assumed conduct (and
for the avoidance of doubt in any case, regardless of the
circumstances, a reasonable time shall not exceed the period of three
months, but may in appropriate circumstances be a shorter period).
(B) The Seller and the Purchaser shall promptly provide such reports,
documents, correspondence, information, assistance and facilities
relating to the relevant Protected Matter or Action as the other may
reasonably require such party to provide (including, if required by
the Seller, access to any Current Property or, so far as reasonably
practicable, adjacent or affected Current Property or any Former
Property).
(C) The person having conduct of any Action as provided for in
sub-paragraph 3(A) above (the "Conduct Party") shall ensure that:-
14
(i) the other party shall be allowed a reasonable opportunity to
review and approve any reports, documents, correspondence or
information to be prepared and provided to the other persons or
bodies administering or involved in such Action and no such
reports, documents, correspondence or information shall be
provided or disclosed (whether orally or in writing) to any third
party unless required by law (whether as it is now or in the
future) without the prior written approval of the other party,
such approval not to be unreasonably withheld or delayed;
(ii) the other party shall be provided with advance notice of and be
allowed to attend and participate in any site visit, meeting,
negotiation or discussion involving the Conduct Party (or any
other Protected Person) and any other person or body relating to
or affecting such Action and shall be provided promptly with full
and accurate notes of such visit, meetings, negotiations or
discussions which the other party does not attend and participate
in;
(iii) copies of all correspondence and documents passing between the
persons or bodies administering or involved in such Action or in
the possession of the Conduct Party (or any Protected Person)
which relate to or affect such Action or the relevant Protected
Matter shall be provided promptly to the other party;
(iv) the other party shall be informed promptly of any material
information which comes to the knowledge of the Conduct Party (or
any Protected Person) and relates to or affects the relevant
Protected Matter or Action;
(v) detailed reports shall be provided to the other party regarding
the status and progress of such Action as frequently and in such
form and detail as the other party shall reasonably require;
(vi) all persons and bodies administering or involved in such Action
shall attend and participate as the other party shall reasonably
require, if the other party reasonably requests a site visit or
other meeting on reasonable notice;
(vii) no settlement or admission (including any failure to appeal or
decision not to do so) shall be agreed, made or offered in any
Action without the prior consent in writing of the other party,
provided that such consent is not to be unreasonably withheld or
delayed;
15
(viii) the other party shall be provided with advance notice of any
proposal by the Conduct Party (or any other Protected Person) or
any third party to carry out any Works in relation to the Current
Property which may reasonably be expected to affect the Protected
Matter;
(ix) the Conduct Party shall not (and no other Protected Person shall)
carry out any Works which may reasonably be expected to affect
the Protected Matter except for (a) Required Works and (b) any
other Works to which the other party consents in writing, such
consent not to be unreasonably withheld or delayed and such
consent to be without prejudice to the exclusion in sub-paragraph
6(B) of Part A of any liability for the cost of Works which are
not Required Works;
(x) Works carried out by or on behalf of the Conduct Party or any
Protected Person in relation to the Current Property shall be
carried out using all reasonable skill and care and shall comply
with the decision, settlement or requirement referred to in
sub-paragraph 6(B) of Part A;
(xi) the other party shall be allowed to attend and inspect the
carrying out of Works in relation to the Current Property at any
time whilst they are being carried out;
(xii) any reasonable request of the other party in relation to any
Action shall be complied with provided that, where the Seller is
the Conduct Party and the request is made by the Purchaser as the
other party, it does not increase the Seller's liability under
this deed or the Environmental Warranties or any liability of any
Protected Person whether or not it is covered by this deed or the
Environmental Warranties;
(xiii) allow the other party a reasonable opportunity to review and
comment in advance upon written pleadings or other formal
documents to be prepared and provided to a relevant court or
other decision making body which administers the Environmental
Proceedings; and
(xiv) where Seller is the Conduct Party all reasonable efforts shall
be made to avoid any adverse effect on the carrying on of the
business of the Protected Person (including any adverse effect
upon any Protected Person's relationship or dealings with any
Environmental Authority) and (without limitation) in formulating
and carrying out any Action Seller shall take all
16
reasonable steps to minimise the extent and duration of any
disruption to the Protected Person's business by any Action.
(D) Each party shall comply with reasonable requests of the other for
arrangements or procedures to maintain confidentiality or privilege in
relation to the obligations of each party under sub-paragraphs 3(B)
and 3(C).
17
PART C : PROTECTED MATTERS
1. Subject to Part A, paragraph 1 of this Schedule pollution or contamination
of soil, sub-strata, surface water, sub-surface water or groundwater at or
from any of the Current Properties which was first caused or first arose
prior to the Completion Date and, for the avoidance of doubt, excluding the
existence or condition of any underground storage tanks, pipes or other
building, plant, machinery or structure above or below ground except to the
extent that they have given rise prior to the Completion Date to such
pollution or contamination.
2. Pollution or contamination of the Environment which was first caused or
first arose prior to the Completion Date at or from any Former Property.
3. Any liability relating to or arising from any other breach of Environmental
Law or Permit by any member of the Group prior to the Completion Date at
any Former Property.
SIGNED as a deed by )
The General Electric )
Company, p.l.c. acting )
by: )
/s/ XXXX XXXX
.........................................
Director
/s/ X. XXXXXX
.........................................
Director/Secretary
SIGNED as a deed by )
Mitel Telecom Limited )
acting by: )
/s/ X. XXXXXXX
.........................................
Director
/s/ X. XXXXX
.........................................
Director/Secretary
