Common use of Environmental Matters Clause in Contracts

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. Except for such matters that would not, individually or as otherwise disclosed in the aggregateRegistration Statement, reasonably be expected the Time of Sale Disclosure Package and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to have a Company Material Adverse Effectenvironmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) each of the Company and each of its Subsidiaries has since the Applicable Date been occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsLaws to conduct their respective businesses; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to aware of any Proceedingunlawful spills, releases, discharges or has otherwise received disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a written noticeresult of any construction on or operation and use of its properties, alleging that it is liable for the release (iii) there are no orders, rulings or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in directives issued against the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written noticeSubsidiaries, demandand there are no orders, letterrulings or directives pending or, claim or request for information alleging that to the knowledge of the Company, threatened against the Company or any of its Subsidiaries may be in violation of under or subject pursuant to liability under any Environmental LawLaws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (viv) neither no notice with respect to any of the matters referred to in this Section 3(xxiii), including any alleged violations by the Company nor or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is subject toin progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or has assumed the giving of notice or retainedboth, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawwould give rise thereto.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (a) (i) each Each of the Company and its Subsidiaries subsidiaries is and has since the Applicable Date been in compliance with all applicable Environmental Lawswith, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions atis not subject to any pending, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge knowledge of the Company, threatened costs or liability under, any properties formerly ownedand all federal, leased state, local and non-U.S. statutes, laws, rules, regulations, ordinances, codes, other requirements or operatedrules of law (including common law) and judicial or administrative decisions or orders, relating to pollution, the generation, use, handling, transportation, treatment, storage, discharge, disposal or release of hazardous substances, the protection or restoration of the environment, human health and safety, noise or the protection of natural resources, including wildlife, migratory birds, eagles or endangered or threatened species or habitats (collectively, “Environmental Laws”) and to the knowledge of the Company, there are not contaminated with any Hazardous Substances no facts or circumstances that has or would reasonably be expected to result in such non-compliance, cost or liability, (ii) neither the Company nor any of its subsidiaries owns, occupies, operates, leases or uses any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuantreal property contaminated with Hazardous Substances, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries subsidiaries is subject to conducting or funding any Proceedinginvestigation, remediation, remedial action or has otherwise received a written notice, alleging that it is liable for the release monitoring of actual or threat of release of, or exposure to, any suspected Hazardous Substance that has or would reasonably be expected to result Substances in the Company or any Subsidiary incurring liability under any applicable Environmental Law; environment, (iv) neither the Company nor any of its Subsidiaries has received subsidiaries is liable or allegedly liable for any written noticerelease or threatened release of Hazardous Substances, demandincluding at any off-site treatment, letterstorage or disposal site, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries subsidiaries, nor to the knowledge of the Company, any principal supplier, manufacturer or contractor of the Company or any of its subsidiaries, is subject toto any claim, action, suit, order, demand or notice by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, (vi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, and (vii) to the knowledge of the Company, there are no requirements proposed for adoption or implementation under any Environmental Law, except in each case covered by clauses (i) – (vii) such as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect; (b) there are no proceedings that are pending, or has assumed known to be contemplated, against the Company or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating of its subsidiaries pursuant to any Environmental LawLaws by a governmental authority, other than such proceedings for which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed; and (c) there are no costs or expenditures (including capital expenditures) under or pursuant to Environmental Laws that would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (B) any other chemical, material or substance defined as toxic or hazardous or as a pollutant, contaminant or waste or words of similar import, or regulated or that can form the basis for liability, under Environmental Laws.

Environmental Matters. Except for such matters that as has not had, or would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each none of the Company and its the Company Subsidiaries has since received any written communication from a Governmental Entity or other Person that alleges that the Applicable Date Company or any Company Subsidiary is in violation in any material respect with any Environmental Law, the substance of which has not been in compliance with all applicable Environmental Lawsresolved, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by Company and the Company or Subsidiaries hold, and are in compliance with, all material Permits required for the Company and the Company Subsidiaries to conduct their respective businesses under Environmental Laws as conducted as of the date hereof, and are, and since December 30, 2016 have been, in compliance in all material respects with all Environmental Laws, (iii) neither the Company nor any of its Subsidiaries Company Subsidiary is party to any Proceeding (including soils, groundwater and surface waterexcluding an investigation), and to the Knowledge of the Company, no Proceeding is threatened and no investigation is pending, and neither the Company nor any properties Company Subsidiary has entered into or agreed to any Judgment or is subject to any outstanding Judgment, in each case relating to compliance with or liability under any Environmental Law or to investigation, remediation or cleanup of or exposure to any Hazardous Material, and with regard to any Judgment, for which the Company or any Company Subsidiary has material outstanding obligations, and (iv) there have been no Releases of Hazardous Materials on, at, under or from any of the Company Properties or any other property or facility formerly owned, leased or operatedoperated by the Company, are not contaminated with any Hazardous Substances Company Subsidiary or any of their respective predecessors that has or would reasonably be expected to result in material liability for the Company or any Retained Subsidiary incurring liability Company Subsidiary. Notwithstanding anything to the contrary contained herein, none of the representations or having warranties contained elsewhere in this Article III shall relate to conduct or fund any cleanup Environmental Laws, releases of Hazardous Materials or other remedial activity pursuantenvironmental matters, directly or indirectly, to any applicable Environmental Law; (iii) neither which are instead the Company nor any subject of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawthis Section 3.18 exclusively.

Environmental Matters. Except for such matters that would notas set forth on Schedule 4.14, individually or in (a) the aggregateoperations, reasonably be expected to property and facilities of each Group Member are and have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing obtaining, maintaining and complying with all Licenses under Permits required by any applicable Environmental Laws; Law, other than non-compliances that, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (iib) no Group Member is party to, and no Group Member and no property or facility currently (or to the environmental conditions at, or resulting from operations at, the properties currently knowledge of any Group Member previously) owned, leased leased, operated, controlled or operated otherwise occupied by or for any Group Member is subject to or the Company subject of, any Contractual Obligation or any of its Subsidiaries pending (including soilsor, groundwater and surface water), and to the Knowledge knowledge of any Group Member, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar written notice under or pursuant to any Environmental Law other than those that, in the Companyaggregate, would not reasonably be expected to have a Material Adverse Effect, (c) no Lien in favor of any properties formerly ownedGovernmental Authority securing, leased in whole or operatedin part, are not contaminated with Environmental Liabilities has attached to any Hazardous Substances asset currently owned by any Group Member and, to the knowledge of any Group Member, no facts, circumstances or conditions exist that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, such Lien attaching to any applicable Environmental Law; such assets, (iiid) neither the Company nor any of its Subsidiaries is subject no Group Member has caused or suffered to any Proceeding, or has otherwise received occur a written notice, alleging that it is liable for the release Release or threat of release ofRelease of Hazardous Materials at, on, under or exposure tofrom any property or facility currently owned, leased, operated or controlled by any Group Member and each such property and facility is free of contamination by any Hazardous Substance Materials except for such Release or contamination that has or would could not reasonably be expected to result have, in the Company aggregate, a Material Adverse Effect, (e) each Group Member has made available to the Administrative Agent copies of all existing material environmental reports, reviews and audits and all material documents pertaining to actual or any Subsidiary incurring liability under any applicable potential material Environmental Law; (iv) neither Liabilities, in each case to the Company nor any of extent such reports, reviews, audits and documents are in its Subsidiaries has received any written noticepossession, demandcustody or control, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (vf) neither no Group Member has caused the Company nor Release of any of its Subsidiaries Hazardous Materials or is subject tootherwise liable for any Remedial Action at any property owned or operated by any third-party, except for such Release or has assumed or retainedRemedial Action that could not reasonably be expected to have, any outstanding obligations under any ordersin the aggregate, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawa Material Adverse Effect.

Environmental Matters. Except for such those matters that have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (i) each of the Company and its Subsidiaries is, and, since January 1, 2013, has since the Applicable Date been been, in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity alleging that the Company or any of its Subsidiaries is in violation of, or has any liability under, any Environmental Laws; Law, (ii) each of the environmental conditions atCompany and its Subsidiaries possesses and is in compliance with all Company Permits required under applicable Environmental Laws to conduct its business as presently conducted, and all such Company Permits are valid and in good standing, (iii) there are no claims, suits, actions or resulting from operations atproceedings pursuant to any Environmental Laws pending or, to the properties Knowledge of the Company, threatened against the Company or any of its Subsidiaries, (iv) there have been no releases or threatened releases of Hazardous Materials at or on any location, including at or on any property currently or formerly owned, leased or operated by the Company or any of its Subsidiaries (including soilsSubsidiaries, groundwater and surface water), and to the Knowledge in each of the Companyabove cases, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances in a manner that has or would reasonably be expected to result in any obligation to conduct any investigation, remediation or other corrective or response action by the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuantof its Subsidiaries, directly or indirectly, to any applicable Environmental Law; (iiiv) neither the Company nor any of its Subsidiaries is subject to any Proceedingconsent decrees, orders, settlements or has otherwise received a written noticecompliance agreements that impose any current or future obligations under Environmental Laws, alleging that it is liable for (vi) there have been no ruptures or explosions in the release or threat Systems of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or its Subsidiaries resulting in personal injury, loss of life or material property damage, except to the extent any Subsidiary incurring liability under any applicable Environmental Law; claims related to such ruptures have been resolved and (ivvii) neither the Company nor there are no defects, corrosion or other damage to any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Systems of the Company or any of its Subsidiaries may that could reasonably be expected to result in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawa pipeline integrity failure.

Environmental Matters. Except for such matters that as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Partnership Material Adverse Effect: (ia) each of the Company Partnership and its Subsidiaries is and has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing which compliance includes obtaining, maintaining and complying with all Licenses under Partnership Permits required to be obtained pursuant to applicable Environmental LawsLaws (“Partnership Environmental Permits”); (iib) the environmental conditions atall Partnership Environmental Permits are in full force and effect and, where applicable, applications for renewal or resulting from operations at, the properties currently owned, leased amendment thereof have been timely filed; (c) no suspension or operated cancellation of any Partnership Environmental Permit is pending or threatened in writing; (d) there has been no release of any Hazardous Substance by the Company Partnership or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, or any properties formerly owned, leased or operated, are not contaminated with other Person in any Hazardous Substances manner that has or would reasonably be expected to result in give rise to the Company Partnership or any Retained Subsidiary of its Subsidiaries incurring any liability, remedial obligation, or corrective action requirement under applicable Environmental Laws; (e) there are no Proceedings pending or threatened in writing against the Partnership or any of its Subsidiaries or involving any real property currently or formerly owned, operated or leased by or for the Partnership or any of its Subsidiaries alleging noncompliance with, or liability or having to conduct or fund any cleanup or other remedial activity pursuantunder, directly or indirectly, to any applicable Environmental Law; and (iiif) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or no Hazardous Substance has otherwise received a written notice, alleging that it is liable for the release or threat of release been disposed of, released or exposure to, any Hazardous Substance that has or would reasonably be expected to result transported in the Company or any Subsidiary incurring liability under violation of any applicable Environmental Law; (iv) neither , from any properties while owned or operated by the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company Partnership or any of its Subsidiaries may be in violation or as a result of any operations or subject to liability under any Environmental Law; and (v) neither activities of the Company nor Partnership or any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawSubsidiaries.

Environmental Matters. Except for such matters that as would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company, (i) no Hazardous Substances (as defined below) are present at, on or under any real property currently or, to the Company's knowledge, formerly owned, leased or operated by the Company or any Subsidiary to an extent or in a manner or condition now requiring investigation, response, corrective action or other action, or, to the Company's knowledge, that could result in liability of, or costs to, the Company or any of the Subsidiaries, under any Environmental Law (as defined below), (ii) there is currently no civil, criminal or administrative action, suit, demand, hearing, proceeding notice of violation, investigation, notice or demand letter, or request for information pending or to the knowledge of the Company, threatened, under any Environmental Law against the Company or any of the Subsidiaries, (iii) the Company and the Subsidiaries have not received any claims or notices alleging liability under any Environmental Law, and the Company has no knowledge of any circumstances that would reasonably be expected to have a result in such claims or notices, (iv) the Company Material Adverse Effect: (i) and each of the Company Subsidiaries are currently in compliance, and its Subsidiaries has since within the Applicable Date been in compliance period of applicable statutes of limitation have complied, with all all, and, to the Company's knowledge, have no liability under any, applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iiv) the environmental conditions atCompany has not been notified about any property or facility currently or, or resulting from operations atto the Company's knowledge as of the date hereof, the properties currently formerly owned, leased or operated by the Company or any of its the Subsidiaries (including soilsor any of their respective predecessors-in-interest, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any at which Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its the Subsidiaries may be in violation have been stored, treated or disposed of is listed or subject to liability under any Environmental Law; and (v) neither proposed for listing on the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.National Priorities List or

Environmental Matters. Except for such matters that would notthat, individually or in the aggregate, are not reasonably be expected likely to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance comply, and within all applicable statute of limitation periods have complied, with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by neither the Company or any of nor its Subsidiaries (including soils, groundwater and surface water), and are subject to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with liability for any Hazardous Substances that has Substance disposal or would reasonably be expected to result in the Company or contamination on any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawthird party property; (iii) neither the Company nor any of its Subsidiaries is are subject to liability for any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or any exposure of any person or property to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental LawSubstance; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability liable under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under to any orders, decrees or injunctionsinjunctions issued by, or outstanding obligations other arrangements with, any Governmental Entity or claims is subject to any indemnity or other agreement with any third party relating to liability under any indemnities Environmental Law or other contractual agreementsrelating to Hazardous Substances; (vi) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to cause the Company or any of its Subsidiaries to become subject to any claims, concerning liability liability, investigations or obligations relating costs, or to restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries, pursuant to any Environmental Law; and (vii) the Company and its Subsidiaries have all of the Environmental Permits necessary for the conduct and operation of the business as now being conducted, and all such permits are in good standing.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance have complied at all times with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties no property currently owned, leased owned or operated by the Company or any of its Subsidiaries (including soils, groundwater and groundwater, surface water), and to the Knowledge of the Company, any properties formerly owned, leased buildings or operated, are not other structures) is contaminated with any Hazardous Substances that has Substance; (iii) no property formerly owned or would reasonably be expected to result in operated by the Company or any Retained Subsidiary incurring liability of its Subsidiaries was contaminated with any Hazardous Substance during or having prior to conduct such period of ownership or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawoperation; (iiiiv) neither the Company nor any of its Subsidiaries is subject to liability for any Proceeding, Hazardous Substance disposal or contamination on property of any third party; (v) there has otherwise received a written notice, alleging that it is liable for the been no release or threat of release of, or exposure to, of any Hazardous Substance that has at, on, under or would reasonably be expected migrating to result in or from any properties currently owned or operated by the Company or any Subsidiary incurring liability under any applicable Environmental Lawof its Subsidiaries; (ivvi) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging from any Governmental Entity or other third party indicating that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (vvii) neither the Company nor any of its Subsidiaries is subject toto any order, decree, injunction or has assumed other arrangement with any Governmental Entity or retained, any outstanding obligations indemnity or other agreement with any third party relating to liability under any orders, decrees Environmental Law or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations otherwise relating to any Hazardous Substances; and (viii) there are no past or present conditions, events, circumstances, facts, activities, practices, incidents, actions, omissions or plans: (A) that may interfere with or prevent continued compliance by the Company or any of its Subsidiaries with Environmental LawLaws, or (B) that may give rise to any liability or other obligation under any Environmental Laws.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement and except for such matters that would notwhich, individually or in the aggregate, have not had, and are not reasonably be expected likely to have a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has complied with, and is not in violation of, any applicable Environmental Laws (as defined in Section 3.12(b)); (ii) the properties currently owned or operated by the Company and its Subsidiaries has since the Applicable Date been (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsSection 3.12(c)); (iiiii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased formerly owned or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are were not contaminated with any Hazardous Substances that has prior to or would reasonably be expected to result in during the period of ownership or operation by the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawof its Subsidiaries; (iiiiv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, have released any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawenvironment; (ivvi) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of of, liable under or subject to liability have obligations under any Environmental Law; and (vvii) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under to any orders, decrees decrees, injunctions or injunctions, other arrangements with any Governmental Entity or outstanding obligations is subject to any indemnity or claims other agreement with any third party relating to liability under any indemnities Environmental Law or other contractual agreementsrelating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, concerning liability liability, obligations, investigations, costs or obligations relating restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.

Environmental Matters. Except for such matters that as has not had and would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of Effect on the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water)Subsidiaries, and to the Knowledge of the Company, any properties formerly owned(i) Company and its Subsidiaries have complied with all applicable Laws relating to: (a) the protection or restoration of the environment, leased health, safety or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawnatural resources; (iiib) neither the Company nor any of its Subsidiaries is subject to any Proceedinghandling, or has otherwise received a written noticeuse, alleging that it is liable for the presence, disposal, release or threat of threatened release of, or exposure to, any Hazardous Substance hazardous substance; and (c) noise, odor, wetlands, indoor air, pollution, contamination or any injury or threat of injury to persons or property involving any hazardous substance (“Environmental Laws”); (ii) there are no proceedings, claims, actions, or investigations of any kind, pending or threatened in writing, by any Person, court, agency, or other Governmental Entity or any arbitral body, against the Company or its Subsidiaries relating to any Environmental Law and there is no reasonable basis for any such proceeding, claim, action or investigation; (iii) there are no agreements, orders, judgments, indemnities or decrees by or with Company or its Subsidiaries, and any Person, court, regulatory agency or other Governmental Entity, that has could impose any liabilities or would obligations under or in respect of any Environmental Law; (iv) there are, and have been, no hazardous substances or other environmental conditions at any property under circumstances which could reasonably be expected to result in the liability to or claims against Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject relating to liability under any Environmental Law; and (v) neither the there are no reasonably anticipated future events, conditions, circumstances, practices, plans, or legal requirements that could give rise to obligations or liabilities to Company nor any of and its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. (i) Except for such those matters that would not, individually or in the aggregate, aggregate would not reasonably be expected to have a Company Material Adverse Effect: (iA) each of the Company and its Subsidiaries is, and has since the Applicable Date been been, in compliance with all applicable Environmental Laws, including possessing Laws and complying has obtained and complied with all Licenses material Permits required under any Environmental LawsLaws to own, lease or operate its properties or other assets and to carry on its business and operations as presently conducted; (iiB) the environmental conditions atthere have been no Releases or threatened Releases of Hazardous Materials in, on, from, under or resulting from operations at, the affecting any properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries that reasonably would be expected to form the basis of any claim against, or liability or other loss incurred by, the Company or any of its Subsidiaries or against or by any person whose liabilities for such claims the Company or any Subsidiary has, or may have, retained or assumed, either contractually or by operation of law; (including soilsC) no investigation, groundwater and surface water)suit, and claim, action, allegation or proceeding is pending, or to the Knowledge of the Company, any properties formerly owned, leased threatened against or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in affecting the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject relating to any Proceedingor arising under Environmental Laws, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) and neither the Company nor any of its Subsidiaries has received any written noticenotice of any such investigation, demandsuit, letterclaim, claim action, allegation or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Lawproceeding; and (vD) neither the Company nor any of its Subsidiaries is subject to, has retained or has assumed by Contract or retainedoperation of law or otherwise, any outstanding obligations under obligation or liability that would reasonably be expected to form the basis of any ordersclaim, decrees or injunctions, or outstanding obligations or claims under any indemnities liability or other contractual agreements, concerning liability or obligations relating to any loss arising under Environmental LawLaws.

Environmental Matters. Except for such matters that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect: (i) each material liability of the Company and its Subsidiaries, taken as a whole: (i) the Company and its Subsidiaries has since the Applicable Date been have complied in compliance all material respects with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) none of the environmental conditions at, Company or resulting from operations atits Subsidiaries or, the knowledge of the Company, any third party has caused any properties currently owned, leased or operated by the Company or any of its Subsidiaries to be contaminated with any Hazardous Substances; (including soils, groundwater and surface water), and to iii) the Knowledge of the Company, any properties formerly owned, leased or operated, are operated by the Company or its Subsidiaries were not contaminated with any Hazardous Substances that has during the period of ownership, leasing or would reasonably be expected to result in operation by the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental LawSubsidiaries; (iv) neither as of the date hereof, none of the Company nor or its Subsidiaries has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the atmosphere or water); (v) as of the date hereof, none of the Company or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries Subsidiary may be in material violation of or subject to have material liability under any Environmental Law; and (vvi) neither none of the Company nor any of or its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under to any orders, decrees or injunctionsdecrees, or outstanding obligations or claims under any indemnities injunctions or other arrangements with any Governmental Entity or subject to any contractual agreements, concerning liability indemnity or obligations other agreement with any third party relating to a material liability under any Environmental Law, including in relation to Hazardous Substances.

Environmental Matters. Except for matters set forth in Section 3.01(o) of the Aztar Disclosure Letter and such matters that would not, as individually or in the aggregate, have not had and would not reasonably be expected to have result in a Company Material Adverse Effectmaterial adverse effect on Aztar: (i) each of the Company Aztar and its Subsidiaries has since the Applicable Date been in compliance subsidiaries have complied at all times with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsLaws (as defined below); (ii) the environmental conditions at, or resulting from operations at, the properties no property currently owned, leased or operated by the Company Aztar or any of its Subsidiaries subsidiaries (including soils, groundwater and groundwater, surface water, buildings or other structures) is contaminated with any Hazardous Substance (as defined below) in a manner that is or would be required to be Remediated or Removed (as such terms are defined below), that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (iii) Aztar and to the Knowledge of the Company, its subsidiaries have no information that any properties property formerly owned, leased or operated, are not operated by Aztar or any of its subsidiaries was contaminated with any Hazardous Substances that has Substance in a manner requiring Remediation or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any Removal under applicable Environmental Law; (iii) neither the Company nor any , during or prior to such period of its Subsidiaries is subject to any Proceedingownership, leasehold, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawoperation; (iv) neither the Company Aztar nor any of its Subsidiaries subsidiaries nor any prior owner or operator has incurred in the past or is now subject to any Environmental Liabilities (as defined below); (v) neither Aztar nor any of its subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company Aztar or any of its Subsidiaries subsidiaries may be in violation of or subject to liability under any Environmental Law; and (vvi) neither the Company Aztar nor any of its Subsidiaries subsidiaries is subject toto any order, decree, injunction or agreement with any Governmental Authority, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities indemnity or other contractual agreementsagreement with any third party, concerning liability or obligations relating to any Environmental LawLaw or otherwise relating to any Hazardous Substance or any environmental, health or safety matter; and (vii) to the knowledge of Aztar, there are no other circumstances or conditions involving Aztar or any of its subsidiaries that would reasonably be expected to result in any Environmental Liability.

Environmental Matters. Except for such matters that as set forth in Schedule 3.11 and except as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect: , (ia) each of the Company and its Subsidiaries each Subsidiary possess all Environmental Permits currently required under applicable Environmental Laws to conduct their respective businesses and are, and within applicable statutes of limitation, have been, in compliance with the terms and conditions of such Environmental Permits, nor has since the Applicable Date been Company or any Subsidiary received written notice that any Environmental Permits possessed by any of them will be revoked, suspended or will not be renewed; (b) the Company and each Subsidiary is currently, and within applicable statutes of limitation, have been, in compliance with all applicable Environmental Laws; (c)(i) the Company has not received notice of any civil, including possessing criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, notice or demand letter or request for information pending or threatened under any Environmental Law against the Company or any Subsidiary, and complying with all Licenses under Environmental Laws; (ii) the environmental conditions Company has not received notice of actual or potential liability under any Environmental Law that has not been resolved, including, but not limited to, any liability that the Company or any Subsidiary may have retained or assumed either contractually or by operation of law; (d) as of the date hereof, no property or facility currently, or to the best of the Company’s knowledge, formerly owned, operated or leased by the Company or any present or former Subsidiary, or by any respective predecessor in interest, is listed or proposed for listing on the National Priorities List or CERCLIS, both promulgated under the CERCLA, or on any comparable foreign or state list established under any Environmental Law; (e)(i) there has been no disposal, spill, discharge or release of any Hazardous Material generated, used, owned, stored or controlled by the Company, any Subsidiary or respective predecessors in interest, on, at or under any property presently or formerly owned, leased or operated by the Company, any Subsidiary or any predecessor in interest; and (ii) there are no Hazardous Materials located in, at, on or resulting from operations under such facility or property, or at any other location, in either case, that could reasonably be expected to require investigation, removal, remedial or corrective action by the Company or that would reasonably likely result in liabilities of, or losses, damages or costs to the Company under any Environmental Law; (f)(i) there has not been any underground or aboveground storage tank or other underground storage receptacle or related piping, or any impoundment or other disposal area in each case containing Hazardous Materials located on any facility or property owned, leased or operated by the Company, any Subsidiary or respective predecessors in interest except in compliance with Environmental Laws during the period of such ownership, lease or operation, and (ii) no asbestos or polychlorinated biphenyls have been used or disposed of, or have been located at, on or under any such facility or property during the properties period of such ownership, lease or operation, except in compliance with Environmental Laws; and (g) no lien has been recorded against any properties, assets or facilities currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. Except as disclosed in the Company Reports filed prior to the date hereof and except for such matters that would as are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance have complied with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions atproperties currently owned or operated by the Company (including soils, groundwater, surface water, buildings or resulting from operations at, other structures) are not contaminated with any Hazardous Substances; (iii) the properties currently owned, leased formerly owned or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are were not contaminated with any Hazardous Substances that has during the period of ownership or would reasonably be expected to result in operation by the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawof its Subsidiaries; (iiiiv) neither the Company nor any of its Subsidiaries is subject to liability for any Proceeding, Hazardous Substance disposal or contamination on any third party property; (v) neither the Company nor any of its Subsidiaries has otherwise received a written notice, alleging that it is liable for the been associated with any release or threat of release of, or exposure to, of any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental LawSubstance; (ivvi) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability liable under any Environmental Law; and (vvii) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under to any orders, decrees decrees, injunctions or injunctionsother arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, investigations, costs or restrictions on the ownership, use, or outstanding obligations or claims under transfer of any indemnities or other contractual agreements, concerning liability or obligations relating property of the Company pursuant to any Environmental Law.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date January 1, 2012 been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, at the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operatedoperated properties, are not contaminated with any Hazardous Substances that has or would reasonably be expected likely to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, of any Hazardous Substance that has or would reasonably be expected likely to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, to any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law; and (vi) to the Knowledge of the Company, there are no other environmental conditions involving the Company or any of its Subsidiaries that would reasonably be likely to result in a liability to the Company or any Subsidiary pursuant to any Environmental Law.

Environmental Matters. Except (i) The Company and its subsidiaries (x) are in compliance with all applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, or hazardous or toxic substances, wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation of the Company or any of its subsidiaries under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances, wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such matters that notice, and (ii) neither the Company nor any of its subsidiaries have incurred or are reasonably expected to incur any costs or liabilities under or relating to Environmental Laws, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: ; and (iiii) except as described in each of the Company Pricing Disclosure Package and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental LawsProspectus, including possessing and complying with all Licenses under Environmental Laws; (iix) the environmental conditions atthere is no proceeding that is pending, or resulting from operations atthat is known to be contemplated, the properties currently owned, leased or operated by against the Company or any of its Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than any such proceeding regarding which it is reasonably believed that monetary sanctions of $100,000 or more will not be imposed, (including soils, groundwater y) the Company and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, its subsidiaries are not contaminated aware of any facts or issues regarding compliance with any Hazardous Substances Environmental Laws, or liabilities or other obligations under Environmental Laws or otherwise concerning hazardous or toxic substances, wastes, pollutants or contaminants, that has or would could reasonably be expected to result in have a material effect on the capital expenditures, earnings or competitive position of the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuantand its subsidiaries, directly or indirectly, to any applicable Environmental Law; and (iiiz) neither the Company nor any none of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations subsidiaries anticipates material capital expenditures relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that as would not, individually singly or in the aggregate, reasonably be expected to have result in a Company Material Adverse EffectEffect on Company or any Subsidiary of Company, Company shall: (i) exercise, and cause each such Subsidiary to exercise, due diligence in order to comply in all material respects with all Hazardous Materials Laws; and (ii) promptly take any and all remedial action required of the Company and its Subsidiaries has since the Applicable Date been in compliance connection with any Condition or Release or threatened Condition or Release on, under or about any Property in order to comply in all material respects with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Hazardous Materials Laws; provided, however, that Company shall not be deemed to be in breach of the foregoing covenant if and to the extent it has not taken such remedial actions due to (iix) its diligent pursuit of an available statutory or administrative exemption from compliance with the environmental conditions atrelevant Hazardous Materials Law from the appropriate Governmental Agency (and no material penalties for non-compliance with the relevant Hazardous Materials Law(s) shall accrue as a result of such non-compliance, without rebate or waiver if such exemption or waiver is granted), or resulting from operations at(y) is actively and diligently contesting in good faith any Governmental Agency’s order, determination or decree with respect to the properties currently owned, leased applicability or operated by interpretation of any such relevant Hazardous Materials Law and/or the actions required under such laws or regulations in respect of such Condition or Release. In the event Company or any other Subsidiary of its Subsidiaries (including soilsCompany undertakes any remedial action with respect to such Hazardous Material on, groundwater and surface water)under or about any Property, and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained such Subsidiary incurring liability or having to shall conduct or fund any cleanup or other and complete such remedial activity pursuantaction in compliance in all material respects with all applicable Hazardous Materials Laws and in accordance with the binding and applicable policies, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any orders and directives of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawall Governmental Agencies.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a The Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance with obtained all applicable Environmental Lawsand material permits, including possessing licenses and complying with all Licenses other authorizations that are required under Environmental Laws; (ii) the environmental is in compliance with all material terms and conditions atof such required permits, licenses and authorizations, and also is in compliance with all other material limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such laws or contained in any regulation, code, plan, order, decree, judgment, notice or demand letter issued, entered, promulgated or approved thereunder; (iii) is not aware of and has not received notice of any event, condition, circumstance, activity, practice, incident, action or plan that is reasonably likely to interfere with or prevent continued compliance or that would give rise to any common law or statutory liability, or resulting from operations at, otherwise form the properties currently owned, leased or operated by basis of any Environmental Claim with respect to the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, person or entity whose liability for any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in Environmental Claim the Company has retained or any Retained Subsidiary incurring liability assumed either contractually or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any by operation of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawlaw; (iv) neither has not disposed of, released, discharged or emitted any Hazardous Materials into the Company nor soil or groundwater at any of its Subsidiaries has received properties owned or leased at any written noticetime by the Company, demandor at any other property, letter, claim or request for information alleging that the Company exposed any employee or other individual to any of its Subsidiaries may be Hazardous Materials or condition in violation of such a manner as would result in any material liability or subject to liability under result in any Environmental Lawcorrective or remedial action obligation; and (v) neither has taken all actions necessary under Environmental Laws to register any products or materials required to be registered by the Company nor (or any of its Subsidiaries is subject toagents) thereunder. No Hazardous Materials are present in, on, or has assumed under (or, to the knowledge of the Company, in the vicinity of) any properties owned, leased or retained, used at any outstanding obligations time (including both land and improvements thereon) by the Company so as to give rise to any material liability or corrective or remedial obligation of the Company under any ordersEnvironmental Laws. For the purposes of this Section 2.17, decrees "Environmental Claim" means any notice, claim, act, cause of action or injunctionsinvestigation by any person alleging potential liability (including potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (i) the presence, or outstanding obligations release into the environment, of any Hazardous Materials or claims under (ii) any indemnities violation, or other contractual agreementsalleged violation, concerning liability or obligations of any Environmental Laws. "Environmental Laws" means all Federal, state, local and foreign laws and regulations relating to pollution or the environment (including ambient air, surface water, ground water, land surface or subsurface strata) or the protection of human health and worker safety, including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials. "Hazardous Materials" means chemicals, pollutants, contaminants, wastes, toxic substances, radioactive and biological materials, asbestos- containing materials (ACM), hazardous substances, petroleum and petroleum products or any fraction thereof, excluding, however, Hazardous Materials contained in products typically used for office and janitorial purposes properly and safely maintained in accordance with Environmental LawLaws.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a The Company Material Adverse Effect: (i) and each of the Company and its Subsidiaries has since the Applicable Date been subsidiaries is in compliance in all material respects with all applicable Environmental Laws, including possessing and complying with which compliance includes the possession by each of the Company its subsidiaries of all Licenses Permits required under applicable Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to compliance with the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither terms and conditions thereof. Neither the Company nor any of its Subsidiaries subsidiaries has received any notice or other communication (in writing or otherwise), whether from a Governmental Entity, citizens group, employee or otherwise, that alleges that any of them is subject not in compliance with any Environmental Law, and, to any Proceedingthe knowledge of the Company, there are no circumstances that may prevent or has otherwise received a written notice, alleging that it is liable for interfere with the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in compliance by the Company or any Subsidiary incurring liability under subsidiary with any applicable Environmental Law; Law in the future. To the knowledge of the Company, (iva) neither all property that is leased to, controlled by or used by the Company or any subsidiary, and all surface water, groundwater and soil associated with or adjacent to such property, is free of any material environmental contamination of any nature, (b) none of the property leased to, controlled by or used by the Company or any subsidiary contains any underground storage tanks, asbestos, equipment using PCBs, underground injection xxxxx, and (c) none of the property leased to, controlled by or used by the Company or any subsidiary contains any septic tanks in which process wastewater or any Materials of Environmental Concern have been disposed. Neither the Company nor any of its Subsidiaries subsidiaries has received ever sent or transported, or arranged to send or transport, any written noticeMaterials of Environmental Concern to a site that, demand, letter, claim or request for information alleging that pursuant to any applicable Environmental Law (i) has been placed on the Company "National Priorities List" of hazardous waste sites or any of its Subsidiaries may be in violation of similar state list, (ii) is otherwise designated or identified as a potential site for remediation, cleanup, closure or other environmental remedial activity, or (iii) is subject to liability under a law, order, rule or regulation to take "removal" or "remedial" action as detailed in any applicable Environmental Law or to make payment for the cost of cleaning up the site. (For purposes of this Section 3.09: (i) "Environmental Law" means any federal, state, local or foreign law, regulation, rule, ordinance or order, relating to pollution or protection of human health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including any law or regulation relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern; and (vii) neither the Company nor "Materials of Environmental Concern" include chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products and any of its Subsidiaries other substance that is subject to, now or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to hereafter regulated by any Environmental LawLaw or that is otherwise a danger to health, reproduction or the environment.)

Environmental Matters. Except for such those matters that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been is in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) each of the environmental conditions Company and its Subsidiaries has obtained or timely applied for all Environmental Permits necessary for their operations as currently conducted and are in compliance with any Environmental Permits; (iii) to the Knowledge of the Company, there have been no Releases or threatened Releases of any Hazardous Substance at, on, under or resulting from operations at, the properties any real property currently or formerly owned, leased or operated by the Company or its Subsidiaries, except for any of its Subsidiaries such Release or threatened Release that is not reasonably likely to require any investigation and/or remediation under any Environmental Law; (including soilsiv) there is no Environmental Claim pending, groundwater and surface water)and, and to the Knowledge of the Company, there is no Environmental Claim threatened, or Environmental Circumstance pending or threatened, against the Company or any properties of its Subsidiaries or, to the Knowledge of the Company, against (x) any real property currently or formerly owned, leased or operated, are not contaminated with operated by the Company or its Subsidiaries or (y) any Hazardous Substances that person or entity whose liability for such Environmental Claim or Environmental Circumstance has been retained or would reasonably be expected to result in assumed either contractually or by operation of law by the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawof its Subsidiaries; (iiiv) neither to the Company nor any Knowledge of its Subsidiaries is subject to any Proceedingthe Company, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability liable under any Environmental Law; and (vvi) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under to any orders, decrees or injunctions, injunctions issued by any Governmental Entity or outstanding obligations or claims under is subject to any indemnities indemnity or other contractual agreements, concerning agreement with any third party imposing liability or obligations relating to under any Environmental Law.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has each Company Subsidiary are in compliance with all applicable Laws relating to pollution or to the protection of the environment or to occupational health and safety, including such Laws that relate to the transportation, storage, treatment, Release, use or handling of, or exposure to, Hazardous Materials (“Environmental Laws”) and, since July 1, 2008, the Applicable Date Company and each Company Subsidiary have been in compliance with all applicable Environmental LawsLaws except for any non-compliance that has been remedied without any ongoing, including possessing and complying with all Licenses under Environmental Lawspending or future costs, obligations or liabilities; (ii) the environmental conditions atCompany and each Company Subsidiary possess all Company Permits issued pursuant to Environmental Laws that are required to conduct the business of the Company and each Company Subsidiary as it is currently conducted (“Environmental Permits”), and the Company and each Company Subsidiary are in compliance with all applicable Environmental Permits and since July 1, 2008, have been in compliance with all applicable Environmental Permits except for any non-compliance that has been remedied without any ongoing, pending or resulting from future costs, obligations or liabilities; (iii) since July 1, 2008, there has been no Release of any Hazardous Materials by or as a result of the operations ator activities of the Company or any Company Subsidiary, including at any of the Leased Real Property or any properties currently owned, leased formerly owned or operated by the Company or any of its Subsidiaries (including soilsCompany Subsidiary, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances in each case that has or would reasonably be expected to result in the Company any cost, obligation or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (viv) neither since July 1, 2008, none of the Company nor or any Company Subsidiary has received any written claim or notice of its Subsidiaries violation from any Governmental Entity or Third Party alleging that the Company or any Company Subsidiary is subject toin violation of, or has assumed or retainedliable under, any outstanding obligations under Environmental Law (“Environmental Claim”), and, to the Knowledge of the Company, no such Environmental Claim is threatened against the Company or any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawCompany Subsidiary.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect: , since the Applicable Date, (iA) each of the Company and its Subsidiaries has since the Applicable Date been in compliance have complied at all times with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iiB) no property (including soils, groundwater, surface water, buildings and surface and subsurface strata or structures) currently or, to the environmental conditions atKnowledge of the Company, or resulting from operations at, the properties currently formerly owned, leased operated or operated utilized by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not has been contaminated with any Hazardous Substances Substance requiring remediation or other action pursuant to any Environmental Law or any contractual obligation; (C) neither the Company nor any of its Subsidiaries has any liability for any Hazardous Substance disposal or contamination on any third party property; (D) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring of its Subsidiaries is in violation of or subject to liability or having to conduct or fund under any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iiiE) neither the Company nor any of its Subsidiaries is subject to any Proceedingorder, decree, injunction, settlement or has other agreement with any Governmental Entity or any indemnity or other agreement with any third party assigning or otherwise received imposing liability or obligations relating to any Environmental Law and (F) to the Knowledge of the Company, there are no other conditions or occurrences involving the Company or any of its Subsidiaries that if known by a written notice, alleging that it is liable for the release Governmental Entity or threat of release of, or exposure to, any Hazardous Substance that has or other third Person would reasonably be expected to result in the Company any claim, liability, investigation, cost or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that restriction on the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating pursuant to any Environmental Law.

Environmental Matters. Except for such matters that as set forth on Section 4.19 of the Company Disclosure Letter, the Acquired Companies (a) are in compliance with all Environmental Laws, (b) hold all Governmental Permits required under applicable Environmental Laws to permit the Acquired Companies to operate their assets in the manner in which they are now operated and maintained and to conduct the business of the Acquired Companies as currently conducted, (c) have not transported, produced, processed, manufactured, generated, used treated, handled, stored, released, disposed of, or owned or operated any property or facility contaminated by any Hazardous Substances so as to give rise to any liability (contingent or otherwise) pursuant to any applicable Environmental Law and (d) have not exposed any person to Hazardous Substances so as to give rise to any liability (contingent or otherwise) pursuant to any applicable Environmental Law, in each case of clause (a) through (d), except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each . Except as set forth on Section 4.19 of the Company and its Subsidiaries has since Disclosure Letter, as of the Applicable Date been date of this Agreement, there are no written claims or notices of violation pending, issued or threatened in compliance with all applicable Environmental Lawswriting or to the Knowledge of the Company otherwise issued to or threatened, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by against the Company or any of its Subsidiaries (including soilsalleging violations of or liability under any Environmental Law or seeking to impose any financial responsibility for any investigation, groundwater and surface water)cleanup, and removal or remediation pursuant to the Knowledge of the Companyany Environmental Law, except for any properties formerly owned, leased such claim or operated, are notice that would not contaminated with any Hazardous Substances that has or would reasonably be expected to result in have a Company Material Adverse Effect. This Section 4.19 provides the sole and exclusive representations and warranties of the Company or in respect of environmental matters, including any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable and all matters arising under Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. (a) Except for such matters that would notas set forth on Section 3.15(a) of the Company Disclosure Memorandum, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries no notice, notification, demand, request for information, citation, summons or order has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated received by the Company or any of its Subsidiaries (including soilsSubsidiaries, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that no complaint has or would reasonably be expected to result in been filed against the Company or any Retained Subsidiary incurring liability of its Subsidiaries, no penalty has been assessed against the Company or having any of its Subsidiaries, and no government investigation, private investigation, action, claim or suit, including by any third party, is pending or, to conduct the Company’s Knowledge, is threatened against the Company or fund any cleanup of its Subsidiaries by any Governmental Authority or other remedial activity pursuantPerson, directly in each case relating to or indirectly, to arising out of any applicable Environmental Law; (ii) to the Company’s Knowledge, there is no reasonable basis for any notice, notification, demand, request for information, citation, summons, order, complaint, penalty, investigation, action, claim or suit referred to in subclause (i) above, (iii) neither the Company nor any Company, each of its Subsidiaries is subject Subsidiaries, the Real Property and, to any Proceedingthe Company’s Knowledge, or has otherwise received a written noticeall OREO are, alleging that it is liable for the release or threat of release ofand have been, or exposure to, any Hazardous Substance that has or would reasonably be expected in compliance in all material respects with all Environmental Laws and all Permits relating to result in the Company or any Subsidiary incurring liability under any applicable Environmental LawLaw matters; (iv) neither the Company nor any of its Subsidiaries has received is conducting or paying for any written notice, demand, letter, claim response or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability corrective action under any Environmental LawLaw at any location; and (v) neither the Company nor any of its Subsidiaries is subject toparty to any agreement, Order, letter agreement, settlement agreement or has assumed or retained, memorandum of agreement that imposes any outstanding obligations under any ordersEnvironmental Law. Each of the Company and its Subsidiaries has developed, decrees incorporated into its policies and is undertaking commercially reasonable risk management procedures in connection with its origination and servicing of loans, including in the exercise of any rights in the event of a borrower default, so as to minimize any potential liability to the Company or injunctions, or outstanding obligations or claims any of its Subsidiaries under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. (a) Except for such matters that as set forth in Section 4.14(a) of the Company Disclosure Schedule, and except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (i) each of the Company and its Subsidiaries has since the Applicable Date been are in compliance with all applicable Environmental LawsLaws (which compliance includes the possession by the Company and each of its Subsidiaries of all Environmental Permits, including possessing and complying compliance with all Licenses under the terms and conditions thereof); (ii) there is no Environmental Claim pending or threatened in writing against the Company or any of its Subsidiaries; (iii) there is no civil, criminal or administrative judgment against the Company or any of its Subsidiaries or, to the Knowledge of the Company or any of its Subsidiaries, against any Person or entity whose liability for any Environmental Claim the Company or any of its Subsidiaries has contractually or by operation of law retained or assumed pursuant to Environmental Laws; (iiiv) the environmental Company and its Subsidiaries have all Environmental Permits required pursuant to Environmental Laws and the Company and its Subsidiaries are in compliance with all terms and conditions thereof; (v) the Company and its Subsidiaries have filed all notices required under Environmental Laws indicating the past and present Release, generation, treatment, storage or disposal of Hazardous Substances; (vi) there is not at, on or resulting from operations at, in any of the real properties currently owned, owned or leased or operated by the Company or any of its Subsidiaries (including soilsany generation, groundwater and surface water)use, and to the Knowledge handling, Release, treatment, recycling, storage or disposal of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has in a manner not in compliance with Environmental Laws; and (vii) there are no past or would reasonably be expected to result in present actions, activities, circumstances, conditions, events or incidents, including the Company Release or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any presence of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would Substances, which are reasonably be expected likely to result in form the Company or basis of any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that Claim against the Company or any of its Subsidiaries may be in violation of or subject to against any Person or entity whose liability under for any Environmental Law; and (v) neither Claim, the Company nor or any of its Subsidiaries is subject to, has retained or has assumed either contractually or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental by operation of Law.

Environmental Matters. (i) Except for such matters that would not, individually or in the aggregate, as is not reasonably be expected likely to have a Company Material Adverse Effect: (iA) each of the Company and its Subsidiaries has are, and have since the Applicable Date January 1, 2001, been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iiiB) neither the Company nor any of and its Subsidiaries is subject to any Proceedingpossess all permits, or has otherwise received a written noticelicenses, alleging that it is liable registrations, identification numbers, authorizations and approvals required under applicable Environmental Laws for the release or threat operation of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawbusiness as presently conducted; (ivC) neither the Company nor any of its Subsidiaries has received any written noticeclaim, demandnotice of violation, lettercitation or other communication concerning any violation or alleged violation of, claim or request for liability under, any applicable Environmental Law which has not been fully resolved, imposing no outstanding liability or obligation on the Company or any of its Subsidiaries; (D) there are no writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits, proceedings, inquiries, information alleging that requests, or investigations pending or, to the knowledge of the Company, threatened, concerning compliance by the Company or any of its Subsidiaries may be in violation with, or liability of the Company or subject to liability under any of its Subsidiaries under, any Environmental Law; and (vE) neither there are no Hazardous Substances at, on, under, or migrating to or from, the Company nor Owned Real Property, the Leased Real Property, or, the knowledge of the Company, any real property formerly owned, leased or operated by the Company, any of its Subsidiaries (the “Former Real Property”), in each case, which is subject to, reasonably expected to result in liability to the Company or has assumed or retained, any outstanding obligations Subsidiary under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: Effect on the Company, (i) each of the Company and its Subsidiaries has since hold, and are currently, and have been, in continuous compliance with all applicable permits, licenses, registrations and other governmental authorizations required under all Laws relating in any manner to contamination, pollution or protection of human health, natural resources or the Applicable Date been environment (“Environmental Laws”) for the Company to conduct its operations (“Environmental Permits”), and are currently, and have been, otherwise in continuous compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) to the environmental conditions Company’s Knowledge, the Company and its Subsidiaries have not received any written notice, claim, demand, action, suit, complaint, proceeding or other communication by any person alleging any violation of, or any actual or potential liability under, any Environmental Laws (an “Environmental Claim”), and the Company has no Knowledge of any pending or threatened Environmental Claim, (iii) no hazardous, dangerous or toxic substance, including petroleum (including crude oil or any fraction thereof), asbestos and asbestos-containing materials, lead, polychlorinated biphenyls, radon, fungus, mold, urea-formaldehyde insulation and any other material that is regulated pursuant to any Environmental Laws or that would reasonably be expected to result in liability under any Environmental Laws has been generated, transported, treated, stored, installed, disposed of, arranged to be disposed of, released or threatened to be released at, on, from or resulting from operations at, under any of the properties or facilities currently or formerly owned, leased or otherwise used by the Company or its Subsidiaries, in violation of, or in a manner or to a location that would reasonably be expected to give rise to Liability to the Company or its Subsidiaries under or relating to, any Environmental Laws, (iv) the reports of environmental assessments, audits and similar investigations previously made available to GameStop are all such reports in the possession of the Company or, to the Company’s Knowledge, otherwise in existence and reasonably within the control of the Company on any property currently or formerly owned or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of and its Subsidiaries is subject to, have not contractually assumed any liabilities or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that would notas disclosed on Schedule 4.20, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of Company and Subsidiary is, and has been, and has operated the Acquired Business in material compliance with, all Environmental Laws, which compliance includes obtaining, maintaining and complying with any and all Permits required to own and operate the facilities and the Company and its Subsidiaries has since the Applicable Date been Property in compliance with all applicable Environmental Laws; (ii) none of the Companies or Subsidiaries have entered into any judgment, including possessing and complying with all Licenses decree or order issued by any Governmental Body, or received any written notice or request for information, complaint or claim from a Governmental Body or third party, alleging the violation of, non-compliance with, or liability under Environmental Laws; (iiiii) the environmental conditions atthere is no Release or threat of a Release of any Hazardous Material in, on, or resulting from operations at, the properties currently owned, leased or operated by the Company or under any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties real property currently or formerly owned, operated or leased by the Companies or operatedSubsidiaries; (iv) there are no past or present acts, are not contaminated with any Hazardous Substances activities, facts, circumstances, events, incidents, omissions or conditions that has or would reasonably be expected to could result in the any Company or any Retained Subsidiary incurring liability liabilities under Environmental Laws; (v) no Lien has been imposed on any facilities currently or having to conduct formerly owned, operated or fund leased by any cleanup Company or other remedial activity pursuant, directly or indirectly, to any applicable Subsidiary under Environmental Law; (iiivi) neither Sellers have made available to Purchaser true, accurate and materially complete copies of all materials, environmental records, reports, notifications, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments related to the Company nor any of its Subsidiaries is subject to any ProceedingCompanies or Subsidiaries, or has otherwise received a written noticeany property currently or formerly owned, alleging that it is liable for operated or leased by the release Companies or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental LawSubsidiaries; and (vvii) neither none of the Company nor Companies or Subsidiaries have any of its Subsidiaries is subject toobligation pursuant to any agreement, or has assumed or retainedby operation of law, for any outstanding obligations under any orders, decrees or injunctionsLosses related to compliance with, or outstanding obligations or claims under any indemnities or other contractual agreementsliability under, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. Except for such matters that would notas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: , (ia) each since January 1, 2010, neither the Company nor any Company Subsidiary has violated, nor is the Company or any Company Subsidiary in violation of, applicable Environmental Law; (b) there has been no release to the environment of any Hazardous Substances by the Company or any Company Subsidiary that would reasonably be expected to result in losses, damages or liabilities to the Company or any Company Subsidiary and, to the knowledge of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental LawsCompany, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, none of the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries Company Subsidiary (including soils, groundwater soils and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, ground waters) are not contaminated with any Hazardous Substances that has or Substance which would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawrequire remediation; (iiic) neither the Company nor any of its Subsidiaries is subject Company Subsidiary is, actually, potentially or allegedly liable pursuant to applicable Environmental Laws for any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any off-site contamination by Hazardous Substance that has or would reasonably be expected to result in Substances; (d) the Company or any Subsidiary incurring liability and the Company Subsidiaries have all permits, licenses and other authorizations required of the Company and the Company Subsidiaries under any applicable Environmental LawLaw (“Environmental Permits”); (ive) neither the Company nor any Company Subsidiary is the subject of its Subsidiaries has received any written noticepending, demandor to the Company’s knowledge, letterthreatened claims, claim actions or request for information alleging that the Company suits relating to Hazardous Substances or any of its Subsidiaries may be in violation of or subject to liability arising under any Environmental LawLaws; and (vf) neither the Company nor any of and each Company Subsidiary is in compliance with its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawPermits.

Environmental Matters. Except for such matters that would notas could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (ia) each of the Company Holdings and each of its Subsidiaries has since the Applicable Date been is in compliance with all applicable Environmental LawsLaws and, including possessing with respect to its current operations, has obtained and complying is in compliance with all Licenses permits required of it under Environmental LawsLaw, and there are no proceedings pending or, to the knowledge of Holdings or the Borrower, threatened to revoke or rescind any such permit; (iib) there are no claims, proceedings, investigations or notices of violation pending or, to the environmental conditions atknowledge of Holdings or the Borrower, or resulting from operations at, the properties currently owned, leased or operated by the Company threatened against Holdings or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, under any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iiic) neither no Lien, other than a Permitted Lien, has been recorded or, to the Company nor knowledge of Holdings or the Borrower, threatened under any Environmental Law with respect to any Real Property currently owned by Holdings or any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental LawSubsidiaries; (ivd) neither the Company Holdings nor any of its Subsidiaries has received contracted to assume or accept responsibility for any written notice, demand, letter, claim or request for information alleging that the Company or liability of any of its Subsidiaries may be in violation of or subject to liability non-affiliated Person under any Environmental Law; and (ve) neither there are no facts, circumstances, conditions or occurrences with respect to the Company nor past or present business or operations of Holdings, any of its Subsidiaries is subject toor any of their respective predecessors, or has assumed any Real Property or retainedfacility at any time owned, leased or operated by Holdings, any outstanding obligations of its Subsidiaries or any of their respective predecessors, that could be reasonably expected to give rise to any claim, proceeding, investigation, action or liability of or against Holdings or any of its Subsidiaries under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. (a) Except for such matters that would not, individually or as set forth in the aggregateSEC Filings, reasonably be expected to have a Company Material Adverse Effect: (i) each the assets, properties, businesses and operations of the Company and its Subsidiaries subsidiaries are and have been in compliance with applicable Environmental Laws (as defined below), except for such non-compliance which has since not had and will not have a Material Adverse Effect with respect to the Applicable Date Company); (ii) the Company and its subsidiaries have obtained and, as currently operating, are in compliance with all Company Permits necessary under any Environmental Law for the conduct of the business and operations of the Company and its subsidiaries in the manner now conducted except for such non-compliance which has not had and will not have a Material Adverse Effect with respect to the Company; (iii) all Hazardous Substances generated at or in connection with the real properties and operation of the Company have been transported and otherwise handled, treated and disposed of in compliance with all applicable Environmental Laws, including possessing Laws and complying with all Licenses in a manner that does not result in liability under Environmental Laws; , except for noncompliance or liability which has not had and will not have a Material Adverse Effect with respect to the Company, (iiiv) the environmental conditions atno Hazardous Substances have been disposed of or otherwise released, handled or resulting from operations at, the properties currently owned, leased or operated stored by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to on the Knowledge of real properties on which the Company, any properties formerly owned, leased 's business is conducted or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be elsewhere in violation of applicable Environmental Laws or subject to in a manner that would result in liability under any applicable Environmental Law; Laws which will have a Material Adverse Effect with respect to the Company and (v) neither the Company nor any of its Subsidiaries subsidiaries nor any of their respective assets, properties, businesses or operations has received or is subject toto any outstanding order, decree, judgment, complaint, agreement, claim, citation, notice, or has assumed or retainedto the knowledge of the Company, any outstanding obligations under investigation, inquiry or proceeding indicating that the Company or any orders, decrees of its subsidiaries is or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to may be (a) liable for a violation of any Environmental LawLaw or (b) liable for any Environmental Liabilities and Costs (including, without limitation, any such Environmental Liabilities or Costs incurred in connection with being designated as a "potentially responsible party" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act or any analogous state law (any such designation of the Company being set forth on Schedule 4.19)), where such liabilities, individually or in the aggregate, will have a Material Adverse Effect with respect to the Company.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (i) each of the Company and its Subsidiaries has are, and at all times since the Applicable Date been December 31, 2012 have been, in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) none of the environmental conditions properties owned or, to the Company’s Knowledge, leased or operated by the Company or any of its Subsidiaries contains any Hazardous Materials as a result of any activity of the Company or any of its Subsidiaries in amounts exceeding the levels allowed or otherwise permitted by applicable Environmental Laws, (iii) since December 31, 2012, neither the Company nor any of its Subsidiaries has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that the Company or any of its Subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of its businesses or any of their respective properties or assets, (iv) there have been no Releases of any Hazardous Material at, onto, or resulting from operations atany properties presently or formerly owned or, to the Company’s Knowledge, leased or operated by the Company or any of its Subsidiaries as a result of any activity of the Company or any of its Subsidiaries during the time such properties currently were owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company Company, its Subsidiaries nor any of its Subsidiaries is their respective properties are subject to, or has assumed or retained, to any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment, notice of violation or written claim asserted or arising under any Environmental Law. It is agreed and understood that no representation or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 5.11.

Environmental Matters. (a) Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and each of its Subsidiaries has since the Applicable Date been in compliance subsidiaries comply with all applicable Environmental LawsLaws (as defined below), including possessing and complying possess and comply with all Licenses applicable Environmental Permits (as defined below) required under Environmental Lawssuch Laws to operate as it presently operates; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased there are no Materials of Environmental Concern (as defined below) at any property owned or operated by the Company or any of its Subsidiaries (including soilssubsidiaries, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, under circumstances that are not contaminated with any Hazardous Substances that has or would reasonably be expected likely to result in liability of the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to of its subsidiaries under any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to subsidiaries has received any Proceeding, or has otherwise received a written notice, notification alleging that it is liable for, or request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or similar state statute or regulation, concerning any release or threat threatened release of Materials of Environmental Concern at any location except, with respect to any such notification or request for information concerning any such release ofor threatened release, to the extent such matter has been resolved with the appropriate federal, state or exposure to, any Hazardous Substance that has local regulatory authority or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawotherwise; and (iv) neither the Company nor any of its Subsidiaries subsidiaries has received any written notice, demand, letter, claim or request for information alleging that complaint, or is subject to any proceeding, relating to noncompliance with Environmental Laws or any other liabilities pursuant to Environmental Laws. The Company has provided true and exact copies of all environmental reports, permits, filings and other documents in the possession of the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither subsidiaries that relate to: compliance by the Company nor or any of its Subsidiaries is subject to, subsidiaries with Environmental Laws; releases or has assumed suspected releases of Materials of Environmental Concern; or retained, any outstanding obligations other fact or circumstance that could give rise to a claim under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. (a) Except for as set forth on Schedule 8.4(a), the Company shall keep and maintain any property either owned, leased, operated or occupied by the Company free and clear of any Environmental Liens, and the Company shall keep all such matters property free of Hazardous Material contamination (other than de minimis releases of Hazardous Materials that would not, individually or may occur in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each ordinary course of the Company Company's business that could not result in a material liability to the Company) and its Subsidiaries has since the Applicable Date been in material compliance with all applicable Environmental LawsLaws and the terms and conditions of any Environmental Permits; provided, including possessing however, that the Company shall have the right at its cost and complying expense, and acting in good faith, to contest, object or appeal by appropriate legal proceeding the validity of any Environmental Lien. The contest, objection or appeal with all Licenses respect to the validity of an Environmental Lien shall suspend the Company's obligation to eliminate such Environmental Lien under this paragraph pending a final determination by appropriate administrative or judicial authority of the legality, enforceability or status of such Environmental LawsLien, provided that the following conditions are satisfied: (i) contemporaneously with the commencement of such proceedings, the Company shall give written notice thereof to each Purchaser and its Transferees while they hold Shares; and (ii) if under applicable law any real property or improvements thereon are subject to sale or forfeiture for failure to satisfy the environmental conditions at, or resulting from operations atEnvironmental Lien prior to a final determination of the legal proceedings, the properties currently ownedCompany must successfully move to stay such sale, leased forfeiture or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge foreclosure pending final determination of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law's action; and (iii) neither the Company nor any must, if requested by a majority of its Subsidiaries is subject the then-outstanding Shares, furnish to any Proceedingthe Purchasers and their Transferees, or has otherwise received as a written noticegroup, alleging that it is liable for the release or threat while they hold Shares, a good and sufficient bond, surety, letter of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities credit or other contractual agreements, concerning liability or obligations relating security satisfactory to such holders equal to the amount (including any interest and penalty) secured by the Environmental LawLien.

Environmental Matters. (a) Except as disclosed in the Company SEC Reports filed prior to the date hereof and except for such matters that would notthat, individually or in the aggregate, are not reasonably be expected likely to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance have complied with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsLaws (as defined in Section 3.13(b)); (ii) the environmental conditions atproperties currently owned or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or resulting from operations at, other structures) are not contaminated with any Hazardous Substances (as defined in Section 3.13(c)); (iii) the properties currently owned, leased formerly owned or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are were not contaminated with any Hazardous Substances that has during the period of ownership or would reasonably be expected to result in operation by the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawof its Subsidiaries; (iiiiv) neither the Company nor its Subsidiaries are subject to liability for any Hazardous Substance disposal or contamination on the property of any third party; (v) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, have released any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental LawSubstance; (ivvi) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of of, liable under or subject to liability have obligations under any Environmental Law; and (vvii) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under to any orders, decrees decrees, injunctions or injunctions, other arrangements with any Governmental Entity or outstanding obligations is subject to any indemnity or claims other agreement with any third party relating to liability under any indemnities Environmental Law or other contractual agreementsrelating to Hazardous Substances; and (viii) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claims, concerning liability liability, obligations, investigations, costs or obligations relating restrictions on the ownership, use or transfer of any property of the Company or any of its Subsidiaries pursuant to any Environmental Law.

Environmental Matters. Except for such matters that would not, individually Neither the conduct nor operation of Farmers or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each its subsidiaries nor any condition of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, any property presently or resulting from operations at, the properties currently previously owned, leased or operated by the Company any of them (including, without limitation, in a fiduciary or agency capacity), or on which any of them holds a Lien ("Farmers Properties"), violates or violated Environmental Laws, no condition has existed or event has occurred with respect to any of them or any Farmers Property that, with notice or the passage of its Subsidiaries (including soilstime, groundwater and surface water)or both, and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would is reasonably be expected likely to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable under Environmental Law; (iii) neither the Company Laws. Neither Farmers nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries subsidiaries has received any written noticenotice from any person or entity that Farmers or its subsidiaries or the operation or condition of any property ever owned, demandleased, letteroperated, claim or request for information alleging that the Company held as collateral or in a fiduciary capacity by any of its Subsidiaries may be them are or were in violation of or subject otherwise are alleged to have liability under any Environmental Law; and , including, but not limited to, responsibility (vor potential responsibility) neither for the Company cleanup or other remediation of any pollutants, contaminants, or hazardous or toxic wastes, substances or materials at, on, beneath, or originating from any such property. None of the Farmers Properties has asbestos, urea formaldehyde, or lead paint. None of the Farmers Properties is on any state or federal list of properties suspected to contain hazardous wastes or Hazardous substances, or has or currently contain any underground storage tanks, above ground storage tanks, manufactured gas activities, industrial/manufacturing activities, or the storage of any Hazardous substances (except in small quantities used in compliance with all Environmental Laws for residential or commercial cleaning purposes). None of the Farmers Properties is known by Farmers or any of its subsidiaries to be within 500 feet of any property which has or had underground storage tanks, above ground storage tanks, manufactured gas activities, industrial/manufacturing activities, or the storage of any Hazardous substances (except in small quantities used in compliance with all Environmental Laws for residential or commercial cleaning purposes). Neither Farmers nor any of its Subsidiaries is subject tosubsidiaries has participated in the management of any business or property owned, leased or has assumed controlled by any third party which generated, managed, stored, treated or retained, disposed of any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawHazardous substances.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (ia) each of the Company HCBF and its Subsidiaries has since the Applicable Date have been and are in compliance with all applicable Environmental Laws, including possessing obtaining, maintaining and complying with all Licenses permits required under Environmental Laws; Laws for the operation of their respective businesses, (iib) there is no action or investigation by or before any Governmental Authority relating to or arising under any Environmental Laws that is pending or, to the environmental conditions atKnowledge of HCBF, or resulting from operations at, the properties currently owned, leased or operated by the Company threatened against HCBF or any of its Subsidiaries or any real property or facility presently owned, operated or leased by HCBF or any of its Subsidiaries or any predecessor (including soils, groundwater and surface waterin a fiduciary or agency capacity), and (c) neither HCBF nor any of its Subsidiaries has received any notice of or is subject to the Knowledge any liability, order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved requirements relating to or arising under Environmental Laws, (d) there have been no releases of Hazardous Substances at, on, under, or affecting any of the Company, any real properties formerly or facilities presently owned, operated or leased by HCBF or operated, are not contaminated with any Hazardous Substances of its Subsidiaries or any predecessor (including in a fiduciary or agency capacity) in amount or condition that has resulted in or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company HCBF or any of its Subsidiaries may be in violation of relating to or subject to liability arising under any Environmental Law; Laws, and (ve) neither the Company nor there are no underground storage tanks on, in or under any property currently owned, operated or leased by HCBF or any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawSubsidiaries.

Environmental Matters. (a) Except for such matters that as would not, or would not reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance comply with all applicable Environmental Laws, including possessing and complying possess and comply with all Licenses applicable Environmental Permits required under such Environmental LawsLaws to operate as they presently operate; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased there are no Materials of Environmental Concern at any property owned or operated currently or, to the Company’s Knowledge, in the past five years by the Company or any of its Subsidiaries (including soilsSubsidiaries, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, under circumstances that are not contaminated with any Hazardous Substances that has or would reasonably be expected likely to result in liability of the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to its Subsidiaries under any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to has received any Proceeding, or has otherwise received a written notice, notification alleging that it is liable for, or request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation, and Liability Act or similar state statute concerning, any release or threat threatened release of Materials of Environmental Concern at any location except, with respect to any such notification or request for information concerning any such release ofor threatened release, to the extent such matter has been resolved with the appropriate Governmental Entity or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawotherwise; and (iv) neither the Company nor any of its Subsidiaries has received any written noticeclaim, demandnotice or complaint, letteror been subject to any Proceeding, claim relating to noncompliance with Environmental Laws or request for information alleging that any other liabilities or obligations arising from Materials of Environmental Concern or pursuant to Environmental Laws, and to the Knowledge of the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries no such Proceeding is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawthreatened.

Environmental Matters. Except for such matters that as described in Section 4.16 of the Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay consummation of any of the Transactions and would not, individually or in the aggregate, have a Company Material Adverse Effect: , (ia) each none of the Company and its nor any of the Subsidiaries has since the Applicable Date been violated or is in compliance with all applicable violation of, or has liability under, any Environmental Laws, including possessing and complying with all Licenses under Environmental LawsLaw; (iib) the environmental conditions at, or resulting from operations at, none of the properties (including associated soils and surface and ground waters and building materials) currently or formerly owned, leased leased, used, occupied or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, Subsidiary are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental LawSubstance; (iiic) neither the Company nor any none of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its the Subsidiaries may be in violation is actually, potentially or allegedly liable for any off-site contamination by Hazardous Substances; (d) none of the Company or subject to liability any of the Subsidiaries is actually, potentially or allegedly liable under any Environmental Law, or under any contract that allocates or assigns liability or responsibility with respect to Environmental Laws or Hazardous Substances (including with respect to pending or threatened liens or claims for damages, penalties, fines or contribution) and none of the Company or any of the Subsidiaries has received any notice of such liability; (e) each of the Company and each Subsidiary has all permits, licenses and other authorizations required under any Environmental Law ("Environmental Permits"); (f) each of the Company and each Subsidiary has always been and is in compliance with its Environmental Permits; and (vg) neither the Company execution of this Agreement nor the consummation of the Transactions will require any of its Subsidiaries is subject toinvestigation, remediation or other action with respect to Hazardous Substances, or has assumed any notice to or retainedconsent of Governmental Authorities or third parties, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating pursuant to any applicable Environmental LawLaw or Environmental Permit, including, without limitation, the Connecticut Transfer Act or the New Jersey Industrial Site Recovery Act.

Environmental Matters. (a) Except as disclosed in Schedule 2.17 hereto and except for such matters that would notthat, individually or in the aggregate, are not reasonably be expected likely to have a Company Material Adverse Effect: (i) each of the Company and and/or its Subsidiaries has since the Applicable Date been are in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsLaws (as defined below); (ii) the environmental conditions atthere is no Environmental Claim (as defined below) pending or, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in threatened against the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawand/or its Subsidiaries; (iii) neither the Company nor Company, any Subsidiary, nor, to the knowledge of the Company, any other person has placed, stored, deposited, discharged, buried, dumped, disposed of or released any Hazardous Substances produced by, or resulting from any of its Subsidiaries is subject the Company’s or the Subsidiaries’ operations, at any Real Property, except for inventories of such substances to any Proceedingbe used, or has otherwise received a written noticeand wastes generated therefrom, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the ordinary course of business of the Company and the Subsidiaries (which inventories and wastes, if any, were and are stored or any Subsidiary incurring liability under any disposed of in accordance with applicable Environmental LawLaws); (iv) neither the Company nor any of its Subsidiaries has have received any written notice, demand, letter, claim or request for information alleging that the Company or any of and/or its Subsidiaries may be in violation of or subject to liability liable under any Environmental Law; and (v) neither the Company nor any of and/or its Subsidiaries is are not subject to, or has assumed or retained, any outstanding obligations under to any orders, decrees decrees, injunctions or injunctions, other arrangements with any Governmental Entity or outstanding obligations subject to any indemnity or claims other agreement with any third party relating to liability under any indemnities Environmental Law or other contractual agreements, concerning liability or obligations relating to any Environmental LawHazardous Substances.

Environmental Matters. Except for such those matters that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (ia) each of the Company Acquired Entities are, and its Subsidiaries has since the Applicable Date been January 1, 2014, have been, in compliance with all applicable Environmental Laws, including possessing and which compliance includes obtaining, maintaining or complying with all Licenses Governmental Authorizations required under Environmental Laws; Laws for the operation of their respective business, (iib) as of the environmental conditions atdate hereof, there is no investigation, suit, claim, action or resulting from operations atLegal Proceeding relating to or arising under any Environmental Law that is pending or, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge knowledge of the Company, threatened against an Acquired Entity or any properties formerly ownedLeased Real Property, leased (c) as of the date of this Agreement, the Acquired Entities have not received any written notice, report or operatedother information of or entered into any legally-binding agreement, are not contaminated with order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved violations, liabilities or requirements on the part of the respective Acquired Entities relating to or arising under Environmental Laws, (d) to the knowledge of the Company, (1) no Person has been exposed to any Hazardous Substances Materials at a property or facility of an Acquired Entity and (2) there are and have been no Hazardous Materials present or Released on, at, under or from any property or facility, including the Leased Real Property, in both cases in a manner and concentration that has or would reasonably be expected to result in the Company any claim against or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability an Acquired Entity under any Environmental Law; , and (ve) neither the Company nor any of its Subsidiaries is subject tono Acquired Entity has assumed, undertaken, or has assumed or retained, otherwise become subject to any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under liability of another Person relating to Environmental Laws other than any indemnities in Material Contracts or other contractual agreements, concerning liability or obligations relating to any Environmental Lawleases for real property.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance have complied at all times with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsLaws (as defined below); (ii) the environmental conditions at, or resulting from operations at, the properties no property currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and groundwater, surface water, buildings or other structures) is contaminated with any Hazardous Substance (as defined below) in a manner that is or could be required to be Remediated or Removed (as such terms are defined below), that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (iii) the Company and to the Knowledge of the Company, its Subsidiaries have no information that any properties property formerly owned, leased or operated, are not operated by the Company or any of its Subsidiaries was contaminated with any Hazardous Substances that has Substance during or would reasonably be expected prior to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuantsuch period of ownership, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceedingleasehold, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawoperation; (iv) neither the Company nor any of its Subsidiaries nor any prior owner or operator has incurred in the past or is now subject to any Environmental Liabilities (as defined below); (v) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (vvi) neither the Company nor any of its Subsidiaries is subject toto any order, decree, injunction or agreement with any Governmental Entity, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities indemnity or other contractual agreementsagreement with any third party, concerning liability or obligations relating to any Environmental LawLaw or otherwise relating to any Hazardous Substance or any environmental, health or safety matter; and (vii) there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any Environmental Liability.

Environmental Matters. Except for (a) On the Closing Date, except as set forth on Schedule 4.13 or as would not reasonably be expected to result in a material liability or obligation of Holdings or any Subsidiary or in a material impairment of the value of any Facility or the imposition of any material activity, use or deed restriction on such matters that would notreal property and (b) on each Credit Date, except as could not reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect: (i) each of Holdings and the Company Subsidiaries are, and its Subsidiaries has have been since the Applicable Date been March 2004, in compliance with all applicable Environmental LawsLaws and have obtained and are, including possessing and complying have been since March 2004, in compliance with all Licenses the terms of any Governmental Authorizations required under such Environmental LawsLaws (“Environmental Permits”); (ii) there are no Environmental Claims pending or, to the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company knowledge of Holdings or any of its Subsidiaries (including soilsSubsidiary, groundwater and surface water)threatened, and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company against Holdings or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental LawSubsidiary; (iii) neither no Lien, other than a Permitted Lien, has been recorded or, to the Company nor knowledge of Holdings or any of its Subsidiaries is subject Subsidiary, threatened under any Environmental Law with respect to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company Facility owned by Holdings or any Subsidiary incurring liability under any applicable Environmental LawSubsidiary; (iv) neither the Company Holdings nor any Subsidiary has assumed or accepted responsibility, either by contract or operation of its Subsidiaries has received law, for any written noticeliability of any other Person under any Environmental Law; (v) there are no facts, demandcircumstances, letterconditions, claim events or request for information alleging that occurrences with respect to the Company past or present business, operations, properties or facilities of Holdings or any Subsidiary, or any of its Subsidiaries may their respective predecessors, that could reasonably be in violation of expected to give rise to any Environmental Claim or subject to any liability under any Environmental Law; and (vvi) neither the Company Holdings nor any of its Subsidiaries Subsidiary is subject toto any order, consent decree or binding agreement arising under Environmental Law, or has assumed received any letter or retained, request for information under Section 104(e) of CERCLA or any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawcomparable state law.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each Each of the Company and its Subsidiaries is, and has since the Applicable Date been been, in compliance in all material respects with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information communication alleging that the Company or such Subsidiary is in violation of, or may have liability under, any Environmental Law; (ii) each of the Company and its Subsidiaries possesses and is in compliance in all material respects with all Permits required under Environmental Laws (“Environmental Permits”) for the conduct of its operations, and all such Environmental Permits are valid and in good standing; (iii) there are no material Environmental Claims pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) there has been no Release of or exposure to any Hazardous Material that would reasonably be expected to form the basis of any material Environmental Claim against the Company or any of its Subsidiaries or against any person whose liabilities for such Environmental Claims the Company or any of its Subsidiaries has, or may be in violation have, retained or assumed, either contractually or by operation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject tohas retained or assumed, either contractually or has assumed or retainedby operation of Law, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability liabilities or obligations relating that would reasonably be expected to form the basis of any material Environmental LawClaim against the Company or any of its Subsidiaries; (vi) neither the Company nor any of its Subsidiaries stores, generates or disposes of Hazardous Materials (other than cleaning supplies used and stored in the ordinary course of store operations) at, on, under, about or from property owned or leased by the Company or any of its Subsidiaries; and (vii) there are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans that would reasonably be expected to form the basis of a material Environmental Claim against the Company or any of its Subsidiaries.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect: , (i) each of the Company and its Subsidiaries has since the Applicable Date are now and have been in compliance in all material respects with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions atCompany and each of its Subsidiaries have obtained and possess and are now and have been in compliance in all material respects with all permits, licenses and other authorizations necessary to operate the business as currently operated under any Environmental Law (the “Environmental Permits”), and all such Environmental Permits are in full force and effect; (iii) no property currently or resulting from operations at, the properties currently owned, leased formerly owned or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not has been contaminated with or is releasing any Hazardous Substances Substance in a manner that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup require remediation or other remedial activity pursuant, directly or indirectly, action pursuant to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be is in any material respect in violation of or subject to liability liable under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, to any Order by any Governmental Authority or has assumed or retained, agreement with any outstanding obligations third party concerning liability under any orders, decrees Environmental Law or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Hazardous Substances. As used herein, the term “Environmental Law” means any applicable PRC local, provincial or national Law regulating: (A) the protection of human health and safety (but solely to the extent relating to exposure to hazardous substances) or the environment or (B) the handling, use, transportation, disposal, release or threatened release of any hazardous substance.

Environmental Matters. (a) Except for as set forth in the Company SEC Documents filed prior to the date hereof and with such matters that would notexceptions as, individually or in the aggregate, would not be reasonably be expected likely to have a Company Material Adverse Effect: , (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received by, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, threatened by any Person against the Company or any of its Subsidiaries, and no penalty has been assessed or outstanding consent decree or order issued by a court, governmental body, agency, authority or tribunal against the Company or any of its Subsidiaries, in each case, with respect to any matters arising out of any Environmental Law; (ii) the Company and its Subsidiaries has are, and since the Applicable Date been January 1, 2017 have been, in compliance with all applicable Environmental Laws, including possessing ; (iii) (x) the Company and complying each of its Subsidiaries have obtained and have been and are in compliance with all Licenses permits, licenses, certifications, variations, exemptions, orders, franchises and approvals of all governmental bodies, agencies and authorities required under Environmental Laws for the conduct of their respective businesses (the “Company Environmental Permits”) and (y) all Company Environmental Permits are in full force and effect, and the Company has no notice or knowledge that such Company Environmental Permits will not be renewed in the ordinary course after the Effective Time; (iv) no governmental body, agency or authority has begun, or to the knowledge of the Company, threatened in writing to begin, any action to terminate, cancel or reform any Company Environmental Permit; (v) to the knowledge of the Company, there are no Hazardous Substances at, in, under or migrating to or from properties owned or leased by the Company or any Subsidiary that require investigation, control, monitoring, removal or remediation under Environmental Laws; (iivi) there are no liabilities of the environmental conditions atCompany or any of its Subsidiaries arising out of any Environmental Law, whether accrued, contingent, absolute, or resulting from operations atdetermined, and, to the properties currently knowledge of the Company, there is no existing condition, situation or set of circumstances which would reasonably be expected to result in such a liability; and (vii) there has been no material environmental investigation, study, audit, test, review or other analysis conducted since January 1, 2017 of which the Company has knowledge in relation to any current or prior business of the Company or any of its Subsidiaries or any property or facility now or previously owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and which has not been delivered to Parent prior to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawdate hereof.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has have at all times since the Applicable Date been complied in compliance all material respects with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions atno property (including soils, groundwater, surface water, buildings or resulting from operations at, the properties other structures) currently or formerly owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to has been contaminated since the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated Applicable Date with any Hazardous Substances Substance in a manner that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring material liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawthan at sites for which existing reserves and/or indemnification will fully address all future costs; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable liability for the release or threat of release of, or exposure to, any Hazardous Substance that has disposal or would reasonably be expected to result in the Company or contamination on any Subsidiary incurring liability under any applicable Environmental Lawthird party property other than at sites for which existing reserves and/or indemnification recoveries will cover all future costs; (iv) since the Applicable Date, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be is in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject toto any order, or has assumed or retaineddecree, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities injunction or other contractual agreements, concerning arrangement with any Governmental Entity or any indemnity obligation or other agreement with any third party relating to liability or obligations relating to any Environmental Law.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (iA) the Company and each of its Subsidiaries are in compliance with and not subject to liability under applicable Environmental Laws (as defined below), (B) each of the Company and its Subsidiaries has since the Applicable Date been made all filings and provided all notices required under any applicable Environmental Law, and has and is in compliance with all permits required under any applicable Environmental LawsLaws and each of them is in full force and effect, including possessing and complying (C) there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of the Company or its Subsidiaries, threatened against the Company or any of its Subsidiaries under any Environmental Law, (D) no lien, charge, encumbrance or restriction has been recorded under any Environmental Law with all Licenses under Environmental Laws; (ii) the environmental conditions atrespect to any assets, facility or resulting from operations atproperty owned, the properties currently ownedoperated, leased or operated controlled by the Company or any of its Subsidiaries Subsidiaries, (including soils, groundwater and surface water), and to the Knowledge E) none of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any written noticecomparable state law, demand, letter, claim (F) no property or request for information alleging that facility of the Company or any of its Subsidiaries may be is (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in violation the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority and (G) none of the Company or any of its Subsidiaries is conducting or paying for in whole or in part any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject to or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. Except for such as disclosed on Schedule 3.16 and except as to matters that would notcould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) no written notice, request for information, claim, demand, order or complaint has been received by the Borrower or any Subsidiary, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower's knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each of case relating to the Company Borrower or any Subsidiary, (ii) the Borrower and each Subsidiary has all authorizations and permits necessary for its Subsidiaries has since the Applicable Date been in compliance operations to comply with all applicable Environmental Laws and is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such permits and with all other applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iiiii) the environmental conditions no Hazardous Material is located at, in, or resulting from operations atunder any property currently or, the properties currently ownedBorrower's knowledge, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, operated or leased by the Borrower or operatedany Subsidiary that could reasonably be expected to give rise to any liability or obligation of the Borrower or any Subsidiary under any Environmental Laws, are not contaminated with and no Hazardous Material has been generated, owned or controlled or has been transported to or released at any Hazardous Substances location by the Borrower or any Subsidiary in a manner that has or would reasonably be expected to result in the Company or give rise to any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither obligation of the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company Borrower or any Subsidiary incurring liability under any applicable Environmental Law; Laws, and (iv) neither there are no acquisition agreements in which the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company Borrower or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or Subsidiary has expressly assumed or retained, undertaken responsibility for any outstanding obligations under any orders, decrees known or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning reasonably likely liability or obligations obligation of any other Person arising under or relating to Environmental Laws which, in any Environmental Lawsuch case, has not been made available to the Administrative Agent prior to the Closing Date.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (ia) the Company and each of its Subsidiaries have complied since the Lookback Date with and is in compliance with all applicable Laws relating to pollution or the protection of the environment or natural resources (“Environmental Laws”), and the Company has not received any written notice since the Lookback Date alleging that the Company is in violation of or has liability under any Environmental Law, (b) the Company and its Subsidiaries has possess and have complied since the Applicable Lookback Date been with and are in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses Permits required under Environmental Laws; Laws for the operation of their respective businesses, (iic) the there is no Action under or pursuant to any Environmental Law or environmental conditions atPermit that is pending or, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result threatened in writing against the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any ProceedingSubsidiaries, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (ivd) neither the Company nor any of its Subsidiaries has received become subject to any written noticeJudgment imposed by any Governmental Authority under which there are uncompleted, demand, letter, claim outstanding or request for information alleging that unresolved obligations on the part of the Company or any of its Subsidiaries may be in violation of or subject to liability arising under any Environmental Law; and Laws, (ve) neither the Company nor any of its Subsidiaries is subject has any liabilities or obligations arising from the Company’s or any of its Subsidiaries’ management disposal or release of, or exposure of any Person to, any hazardous or has assumed or retained, any outstanding obligations under any orders, decrees or injunctionstoxic substance, or outstanding obligations any owned or claims under operated property or facility contaminated by any indemnities such substance and (f) neither the Company nor any of its Subsidiaries has by contract or operation of law assumed responsibility or provided an indemnity for any liability of any other contractual agreements, concerning liability or obligations Person relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (a) (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance have complied with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsLaws (as defined in Section 3.12(b)); (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased owned or operated by the Company or any of and its Subsidiaries (including soils, groundwater and groundwater, surface water), and to the Knowledge of the Company, any properties formerly owned, leased buildings or operated, other structures) are not contaminated with any Hazardous Substances that has or would reasonably be expected to result (as defined in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental LawSection 3.12(c)); (iii) the properties formerly owned or operated by Company or any of its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership or operation by Company or its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries is subject to liability for any Proceeding, Hazardous Substance disposal or contamination on any third party property; (v) neither Company nor any of its Subsidiaries has otherwise received a written notice, alleging that it is liable for the caused or contributed to any release or threat of release of, or exposure to, of any Hazardous Substance that has or would reasonably be expected to result in the Company or violation of any Subsidiary incurring liability under any applicable Environmental Law; (ivvi) neither the Company nor any of its Subsidiaries has received in writing from any written Governmental Entity any notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability liable under any Environmental Law; and (vvii) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under to any orders, decrees decrees, injunctions or injunctionsother arrangements with any Governmental Entity (other than those of general applicability), or outstanding obligations is subject to any indemnity or claims other agreement with any third party relating in either case to liability under any indemnities Environmental Law for release of Hazardous Substances; and (viii) to the knowledge of Company, there are no circumstances or other contractual agreementsconditions involving Company or any of its Subsidiaries that will, concerning liability or obligations relating solely with the passage of time, imminently result in a Company Material Adverse Effect pursuant to any Environmental Law.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (ia) each of the Company Entities and its the Company Subsidiaries has are, and since the Applicable Reference Date been have been, in compliance with all applicable Environmental Laws, including possessing and which compliance includes obtaining, maintaining or complying with all Licenses Governmental Authorizations required under Environmental LawsLaws for the operation of its business as currently conducted; (iib) the environmental conditions atthere is no Action arising under any Environmental Law that is pending or, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, threatened in writing against a Company Entity or any properties formerly ownedCompany Subsidiary; (c) none of the Company Entities or the Company Subsidiaries have received any written notice of or entered into any legally binding agreement, leased order, settlement, judgment, injunction, or operateddecree involving uncompleted, are not contaminated with outstanding, or unresolved violations, liabilities, or requirements on the part of a Company Entity or any Company Subsidiary arising under Environmental Laws; (d) to the Knowledge of the Company: (i) no Person has been exposed to any Hazardous Substances Material at a property or facility of a Company Entity or any Company Subsidiary at levels in excess of applicable permissible exposure levels; and (ii) there is and has been no Hazardous Material present or Released on, at, under, or from any property or facility, including the Owned Real Property and the Leased Real Property, in a manner and concentration that has or would reasonably be expected to result in the any claim against or liability of a Company Entity or any Retained Company Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (ve) neither none of the Company nor Entities or the Company Subsidiaries have assumed, undertaken, or, to the Knowledge of the Company, otherwise become subject to any known liability of its Subsidiaries is subject toanother Person arising under Environmental Laws other than any indemnity in Material Contracts or other licenses, leases, or has assumed or retained, any outstanding obligations sub-leases for real property. This Section 4.19 sets forth the sole and exclusive representations and warranties of the Company Entities with respect to matters arising under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that would not, individually or in (a) Neither the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each nor any of the Company and its Subsidiaries has violated since the Applicable Date been January 1, 2019, nor are they in compliance with all violation of, applicable Environmental Laws, including possessing and complying with all Licenses under Law or Environmental LawsPermits; (iib) to the environmental conditions atknowledge of the Company, or resulting from operations at, none of the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries Subsidiary (including soilsincluding, groundwater without limitation, soils and surface water)and ground waters) are contaminated with, and to the Knowledge of the Companyor have had a release of, any Hazardous Materials at or affecting such properties formerly ownedwhich requires reporting, leased investigation, remediation, monitoring or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in other response action by the Company or any Retained Subsidiary incurring liability or having pursuant to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental LawLaws, or which could give rise to a liability of the Company or any Subsidiary under Environmental Laws; (iiic) to the Company’s knowledge, none of the Company or any of the Subsidiaries is actually, potentially or allegedly liable pursuant to applicable Environmental Laws for any off-site contamination by Hazardous Materials; (d) each of the Company and each Subsidiary has all permits, licenses and other authorizations required of the Company under applicable Environmental Law (“Environmental Permits”); (e) each of the Company and each Subsidiary, and their Products, are in compliance with Environmental Laws and Environmental Permits in all respects; (f) neither the Company nor any Subsidiary is the subject of any pending or threatened action alleging any violation or, or liability under, Environmental Laws, except in each case as would not have a Company Material Adverse Effect; (g) neither the Company nor any of its the Subsidiaries is subject has entered into any consent decree, settlement agreement, or order pursuant to any ProceedingEnvironmental Law, nor is a party to any judgment, decree or has otherwise received a written notice, alleging that it is liable for the release judicial or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected administrative order pursuant to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; and (ivh) neither to the Company nor any knowledge of its Subsidiaries has received any written noticethe Company, demand, letter, claim no site or request for information alleging that property to or at which the Company or any of its the Subsidiaries may be in violation directly or indirectly (through a sub-contractor) transported or disposed, or arranged for the transportation or disposal, of a Hazardous Materials is currently undergoing investigation, remediation or subject to liability other response action under any applicable Environmental Law; and (v) neither the . The Company nor any of its Subsidiaries is subject tohas provided all environmental site assessments, or has assumed or retainedreports, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities studies or other contractual agreements, concerning liability evaluations in its possession or obligations constructive control relating to any Environmental Lawproperties currently or formerly owned, leased or operated by the Company or any Subsidiary.

Environmental Matters. Except for such those matters (x) that would not, individually or in the aggregate, reasonably be expected likely to have result in a Company Material Adverse Effect: , or (iy) set forth on Section 4.18 of the Company Disclosure Schedule, (a) each of the Company and its the Company Subsidiaries is, and has since the Applicable Date been been, in compliance with all applicable Environmental Laws, including possessing (b) each of the Company and complying the Company Subsidiaries holds all Permits required by applicable Environmental Laws and is in compliance with all Licenses such Permits, (c) there is no investigation, suit, claim or proceeding relating to or arising under Environmental Laws; (ii) the environmental conditions atLaws that is, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, threatened against or affecting the Company or any properties of the Company Subsidiaries or any real property currently or, to the Knowledge of the Company, formerly owned, operated or leased by the Company or operated, are not contaminated with any Hazardous Substances that has or would of the Company Subsidiaries which could reasonably be expected to result in the Company or any Retained Subsidiary of the Company Subsidiaries incurring liability or having to conduct or fund any cleanup or other remedial activity pursuantEnvironmental Liabilities, directly or indirectly, to any applicable Environmental Law; (iiid) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written noticenotice of or entered into or assumed by Contract or operation of Law or otherwise, demandany known obligation, letterliability, claim order, settlement, judgment, injunction or request for information alleging that decree relating to or arising under any Environmental Law, (e) to the Knowledge of the Company, no property currently or formerly owned, operated or leased by the Company or any of its the Company Subsidiaries may or any property to or at which the Company or any of the Company Subsidiaries transported or arranged for the disposal or treatment of Hazardous Materials has, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (CERCLA) or any similar state law, been placed, or is proposed to be in violation placed, on the National Priorities List, or any similar state list of known or suspected contaminated sites, and (f) none of the transactions contemplated hereby requires notice to and approval of any Governmental Entity with jurisdiction over Environmental Laws. Section 4.18 of the Company Disclosure Schedule sets forth a true and complete list of all Proceedings and investigations to which the Company or any Company Subsidiary was a party or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject tosince January 1, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations 2012 relating to any Environmental LawLaws or Environmental Liabilities.

Environmental Matters. (a) Except for such matters that as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of since December 1, 2006, the Company and each of its Subsidiaries has since the Applicable Date been have conducted their respective businesses in compliance with all all, and have not violated any, applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated there has been no release of any Hazardous Substance by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, in any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances manner that has given or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, give rise to any remedial obligation, corrective action requirement or liability under applicable Environmental LawLaws; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceedingsince December 1, or has otherwise received a written notice2006, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written noticeclaims, demandnotices, letter, claim demand letters or request requests for information alleging (except for such claims, notices, demand letters or requests for information the subject matter of which has been resolved prior to the date of this Agreement) from any federal, state, local, foreign or provincial Governmental Entity or any other Person asserting that the Company or any of its Subsidiaries may is in violation of, or liable under, any Environmental Law; (iv) no Hazardous Substance has been disposed of, arranged to be disposed of, released or transported in violation of any applicable Environmental Law, or subject in a manner that has given rise to, or that would reasonably be expected to give rise to, any liability under any Environmental Law, from any current or former properties or facilities while owned or operated by the Company or any of its Subsidiaries and, to the knowledge of the Company, Hazardous Substances are not otherwise present at or about any such current or former properties or facilities in amount or condition that has resulted in or would reasonably be expected to result in liability to the Company or any of its Subsidiaries under any Environmental Law; (v) neither the Company, its Subsidiaries nor any of their respective properties or facilities are subject to or, to the knowledge of the Company, are threatened to become subject to, any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or claim asserted or arising under any Environmental Law or any agreement relating to environmental liabilities; and (vvi) neither the Company nor any of its Subsidiaries is currently subject toor party to any agreement, order, judgment or decree by or with any Governmental Entity or third party pursuant to which the Company or any of its Subsidiaries has assumed assumed, incurred or retained, suffered any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to obligation under any Environmental Law. Copies of all material environmental site assessment reports (including any material Phase I or Phase II reports), material investigation, remediation or compliance studies, or material audits, assessments or similar documents which are in the possession, custody or control of either the Company or its Subsidiaries and relate to the environmental conditions at any property currently or formerly owned or leased by either the Company or its Subsidiaries have been provided to Parent.

Environmental Matters. (a) Except for such matters that would notthat, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect: Effect or as set forth in Section 4.16 of the Company’s Disclosure Schedule, (i) each the properties, operations and activities of the Company and its the Company Subsidiaries has are, and since the Applicable Date been January 1, 2011 have been, in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions atCompany and the Company Subsidiaries and the properties, operations and activities of the Company and the Company Subsidiaries are not subject to any existing, pending or, to the Knowledge of the Company, threatened action, suit or resulting from operations atproceeding (including any Governmental Entity, the properties currently ownedunder any Environmental Law, leased and including any allegation of being a “potentially responsible party” under CERCLA) by any third party, (iii) all Permits, if any, required to be obtained or operated filed by the Company or any of its the Company Subsidiaries under any Environmental Law in connection with the business of the Company or the Company Subsidiaries have been obtained or filed (including soilsand all renewals thereof have been timely applied for to extent required to have been filed under Environmental Law) and are valid and currently in full force and effect, groundwater (iv) the Company and surface water)the Company Subsidiaries have not Released any Hazardous Substance, and to the Knowledge of the Company, there has otherwise not been any properties formerly owned, leased or operated, are not contaminated with Release of any Hazardous Substances that has or Substance, into the environment, where such Release would be reasonably be expected likely to result in require remediation by the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; Law and (v) neither except for Contracts entered into in the ordinary course of business, the Company nor any of its and the Company Subsidiaries is subject to, or has have not contractually assumed or retained, provided any outstanding obligations indemnity against any material liability of any other Person under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. Except for such those matters that would notthat, individually or in the aggregate, would not reasonably be expected likely to have a Company Material Adverse Effect: , (ia) each of the Company and its Subsidiaries has since is and has, to the Applicable Date knowledge of the Company, at all times been in compliance with all applicable Laws, regulations, common law standard of conduct or other legal requirements relating to the protection of the environment or human health and safety (“Environmental Laws”), including possessing and which compliance includes obtaining, maintaining or complying with all Licenses Permits required under Environmental Laws; Laws for the operation of their respective businesses, (iib) there is no investigation, suit, claim, action or proceeding relating to or arising under Environmental Laws that is pending or, to the environmental conditions atknowledge of the Company, threatened against the Company or resulting from operations at, the properties currently any of its Subsidiaries or any real property owned, operated or leased by the Company or any of its Subsidiaries, (c) no property currently or formerly owned or operated by the Company or any of its Subsidiaries Subsidiary (including soils, groundwater and groundwater, surface water), and to the Knowledge of the Company, any properties formerly owned, leased buildings or operated, are not other structures) is contaminated with any substance regulated under any Environmental Law (“Hazardous Substances Substance”) that has or would could reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup require investigation, remediation or other remedial activity pursuantaction, directly or indirectly, to any applicable Environmental Law; (iiid) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable liability for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or contamination on any Subsidiary incurring liability under any applicable Environmental Law; third party property, (ive) neither the Company nor any of its Subsidiaries has received any written noticenotice of or entered into any obligation, demandliability, letterorder, claim settlement, judgment, injunction or request for information alleging that decree involving uncompleted, outstanding or unresolved requirements relating to or arising under Environmental Laws and (f) there are no other circumstances or conditions involving the Company or any of its Subsidiaries may that would reasonably be likely to result in violation any material claims, liability, investigations, costs or restrictions on the ownership, use or transfer of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating properties pursuant to any Environmental Law.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (i) each of the Company and its Subsidiaries has are, and at all times since the Applicable Date been January 1, 2017 have been, in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) none of the environmental conditions properties owned or, to the Company’s Knowledge, leased or operated by the Company or any of its Subsidiaries contains any Hazardous Materials as a result of any activity of the Company or any of its Subsidiaries in amounts exceeding the levels allowed or otherwise permitted by applicable Environmental Laws, (iii) since January 1, 2017, neither the Company nor any of its Subsidiaries has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that the Company or any of its Subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of its businesses or any of their respective properties or assets, (iv) there have been no Releases of any Hazardous Material at, onto, or resulting from operations atany properties presently or formerly owned or, to the Company’s Knowledge, leased or operated by the Company or any of its Subsidiaries as a result of any activity of the Company or any of its Subsidiaries during the time such properties currently were owned, leased or operated by the Company or any of its Subsidiaries (including soilsSubsidiaries, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company Company, its Subsidiaries nor any of its Subsidiaries is their respective properties are subject to, or has assumed or retained, to any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment, notice of violation or written claim asserted or arising under any Environmental Law. It is agreed and understood that no representation or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 4.11.

Environmental Matters. Except as disclosed in its Reports filed prior to the date hereof and except for such matters that would notthat, individually alone or in the aggregate, are not reasonably be expected likely to have a Company Material Adverse EffectEffect on it: (i) each of the Company it and its Subsidiaries has since the Applicable Date been in compliance complied with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsLaws (as defined below); (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased owned or operated by the Company it or any of its Subsidiaries (including soils, groundwater and groundwater, surface water), and to the Knowledge of the Company, any properties formerly owned, leased buildings or operated, other structures) are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law(as defined below); (iii) the properties formerly owned or operated by it or any of its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership or operation by it or any of its Subsidiaries; (iv) neither the Company it nor any of its Subsidiaries is subject to liability for any Proceeding, Hazardous Substance disposal or contamination on any third party property; (v) neither it nor any Subsidiary has otherwise received a written notice, alleging that it is liable for the been associated with any release or threat of release of, or exposure to, of any Hazardous Substance that has or would reasonably be expected to result in the Company or Substance; (vi) neither it nor any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company it or any of its Subsidiaries may be in violation of or subject to liability liable under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); and (vvii) neither the Company it nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under to any orders, decrees decrees, injunctions or injunctionsother arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving it or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, investigations, costs or restrictions on the ownership, use, or outstanding obligations or claims under transfer of any indemnities or other contractual agreements, concerning liability or obligations relating of its properties pursuant to any Environmental Law.

Environmental Matters. Except for such matters that as would notnot reasonably be expected to be, individually or in the aggregate, reasonably be expected material to have the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole: (a) (i) no written notice, order, request for information, complaint or penalty has been received by the Company or any Company Subsidiary either in the past three years or which is unresolved and (ii) no action, suit or proceeding is pending against or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that, in the case of each of the foregoing clauses (i) and (ii), alleges or identifies any actual or potential violation of or liability under any Environmental Law, and, to the knowledge of the Company, no investigation of the Company or any Company Subsidiary related to any potential liability pursuant to Environmental Law is pending, (b) each of the Company and its the Company Subsidiaries has since have all the Applicable Date been Permits required by applicable Environmental Law (“Environmental Permits”) and are, and for the past three years have been, in compliance with the terms of such Permits and with all applicable Environmental LawsLaw, including possessing and complying with all Licenses under Environmental Laws; (iic) there has been no Release of, threatened Release of, or exposure of any Person to, any Hazardous Materials by the environmental conditions Company, any Company Subsidiary or, to the knowledge of the Company, by another Person at, on, under or resulting from operations at, the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries Company Subsidiary, (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iiid) neither the Company nor any Company Subsidiary has retained or assumed, by contract, operation of its Subsidiaries is subject to any Proceeding, Applicable Law or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure tootherwise, any Hazardous Substance that liabilities or obligations of third parties under any Environmental Law, and (e) except as has been made available to Buyer, no final, written phase I or would reasonably be expected to result phase II environmental site assessment report in connection with any real property currently or formerly owned, leased or operated by the Company or any Subsidiary incurring liability under any applicable Company Subsidiary, no Environmental Law; Permits, and no other material documents related to Environmental Matters (ivdefined below) neither are in the Company nor any possession, custody or control of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any Company Subsidiary. The representations and warranties set forth in this Section 3.21, as well as Sections 3.03 and 3.09, are the sole and exclusive representations and warranties of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, pertaining to or has assumed or retained, any outstanding obligations relating to matters arising under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities Environmental Law or other contractual agreementsenvironmental matters (“Environmental Matters”), concerning liability and no other representation or obligations relating warranty of the Company set forth in this Agreement shall be read or construed so as to any address Environmental LawMatters.

Environmental Matters. Except for such matters that as disclosed on Section 5.1(n) of the Company Disclosure Letter or except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (i) each of the Company and each of its Subsidiaries has comply and have since the Applicable Date been in compliance January 1, 2006 complied with all applicable Environmental Laws, including possessing and complying possess and comply with all Licenses under applicable Environmental LawsPermits required to carry on their businesses as they are now being conducted; (ii) no Hazardous Materials have been Released to or from any property currently or, to the environmental conditions atKnowledge of the Company, or resulting from operations at, the properties currently formerly owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would be reasonably be expected to result in the Company or any Retained Subsidiary incurring a liability or having pursuant to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to has received any Proceeding, or has otherwise received a unresolved written notice, notification alleging that it is liable for the release any Release or threat threatened Release of release of, or exposure to, Hazardous Materials at any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawlocation; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging complaint, or is subject to any proceeding, relating to noncompliance with Environmental Laws or any other liabilities pursuant to Environmental Laws, and no such matter has been threatened in writing to the Knowledge of the Company, excluding matters that have been fully resolved with no further obligation or liability reasonably expected to be imposed on the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental LawSubsidiaries; and (v) neither the Company nor any of its Subsidiaries has agreed to indemnify or hold harmless or, to the Knowledge of the Company, assumed responsibility for any person for any liability or obligation, arising under or relating to Environmental Laws or is subject toto any material environmental consent, order, decree or settlement. The representations and warranties set forth in this Section 5.1(n) are the sole and exclusive representations made by the Company with respect to Environmental Law, Hazardous Materials, or has assumed or retainedenvironmental matters. For purposes of this Agreement, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.the following terms shall have the meanings assigned below:

Environmental Matters. (a) Except for such matters that as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect: Effect in the case of clauses (ia)(iii), (iv) each of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing (v) below (it being agreed that clauses (a)(i) and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated below shall not be qualified by the a Company or any of its Subsidiaries (including soils, groundwater and surface waterMaterial Adverse Effect), and to the Knowledge of the Companyexcept as set forth on Schedule 3.17, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iiii) neither the Company nor any of its Subsidiaries is subject to have received any Proceeding, or has otherwise received a material written notice, alleging that it is liable demand, request for information by a Governmental Entity, citation, summons, complaint or order pursuant to Environmental Laws for which the release Company or threat any of release ofits Subsidiaries has or may have retained or assumed liability, (ii)(A) no material action, claim, suit, or exposure proceeding brought by any person pursuant to Environmental Law is pending, and (B) to the Knowledge of the Company or any of its Subsidiaries, no material investigation or review under Environmental Laws is pending and no material action, claim, suit, proceeding, investigation or review under Environmental Law is threatened by any person against, the Company or any of its Subsidiaries, in each case (A) and (B), for which the Company or any of its Subsidiaries has or may have retained or assumed liability; (iii)(A) the Company and its Subsidiaries have been and are in compliance with all Environmental Laws, including possessing all permits, authorizations, licenses, exemptions and other governmental authorizations required for its operations under Environmental Laws, and (B) to the knowledge of the Company and its Subsidiaries, there is no reasonable basis to believe, based on current operations, that such authorizations will not be granted or extended in the ordinary course or that any grant or extension would cause the Company or Subsidiaries to materially limit future operations of the business or incur a material operating expense except for operating expenses arising in the ordinary course of business consistent with past practice; (iv) the Company and its Subsidiaries do not have any Environmental Liabilities and, to the Knowledge of the Company or any of its Subsidiaries, no existing facts, circumstances or conditions relating to, arising from, or associated with (A) any Hazardous Substance that real property currently or formerly owned, operated or leased by the Company or its Subsidiaries or operations thereon or (B) any person whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law would reasonably be expected to result in Environmental Liabilities; (v) with respect to any real property currently or formerly owned, operated or leased by the Company or its Subsidiaries, (A) there have been no Releases of Hazardous Materials by the Company or any Subsidiary incurring liability under any except in compliance, in all material respects, with applicable Environmental LawLaws, and (B) there have been no Releases of Hazardous Materials that have or are reasonably likely to result in a liability of the Company or its Subsidiaries under the Environmental Laws; (ivvi) no real property currently or formerly owned or leased by the Company or its Subsidiaries is listed on the National Priorities List or any other public list, schedule, log, inventory or record maintained by any governmental agency with respect to sites from which there has been a Release or threatened Release of Hazardous Materials; and (vii) neither the Company nor any of its Subsidiaries has received Subsidiary owns or operates any written noticeunderground or aboveground storage tanks located on any real property currently owned, demand, letter, claim operated or request for information alleging that leased by the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawSubsidiary.

Environmental Matters. Except for such matters that as described in Section 5.16 of the Company Disclosure Schedule or as would not, individually not prevent or in materially delay consummation of the aggregate, Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Company Material Adverse Effect: , (ia) each of neither the Company and its Subsidiaries nor any Subsidiary is in violation of any Environmental Law or has since received any written notice, demand, letter, claim, request for information or other written communication alleging that the Applicable Date been Company or such Subsidiary may be in compliance with all applicable violation of any Environmental Laws, including possessing and complying with all Licenses under Environmental LawsLaw; (iib) the environmental conditions at, or resulting from operations at, none of the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries Subsidiary (including soilsincluding, groundwater without limitation, soils and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, ground waters) are not contaminated with any Hazardous Substances Substance in a quantity that has or would is reasonably be expected likely to result in the Company or any Retained Subsidiary incurring liability or having lead to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawremediation of Hazardous Substances; (iiic) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information or other written communications alleging that the Company or any of its Subsidiaries may be in violation of Subsidiary is actually, potentially or subject to liability allegedly liable under any Environmental LawLaw (including, without limitation, pending or threatened Liens) for cleanup or remediation of Hazardous Substances; (d) the Company or a Subsidiary has all permits, licenses and other authorizations required under any Environmental Law (v"Environmental Permits") and the Company and such Subsidiaries are in compliance with the Environmental Permits; (e) none of the properties owned or leased by the Company or any Subsidiary is listed or, to the knowledge of the Company and the Subsidiaries, proposed for listing on the "National Priorities List" or the Comprehensive Environmental Response, Compensation and Liability Information System under the Comprehensive Environmental Response, Compensation and Liability Act, as amended, or any similar state or foreign list of sites requiring investigation or cleanup; (f) during the past three years, neither the Company nor any Subsidiary has entered into or agreed to any consent decree or order and neither the Company nor any Subsidiary is subject to any judgment, decree or judicial order relating to compliance with Environmental Laws or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Substances and, to the knowledge of the Company and the Subsidiaries, no investigation, litigation or other proceeding is pending or threatened with respect thereto; (g) neither the Company nor any of its Subsidiaries Subsidiary is subject to, an indemnitor in connection with any claim asserted in writing to the Company or has assumed or retained, a Subsidiary by any outstanding obligations third-party indemnitee for any liability under any orders, decrees Environmental Law or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawHazardous Substances; and (h) neither the execution of this Agreement nor the consummation of the Transaction will require any investigation or remediation of any Hazardous Substances.

Environmental Matters. Except for such as to matters that would notcould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each no written notice of the Company and its Subsidiaries violation, request for information, order, complaint or assertion of penalty has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated received by the Company or any of its Subsidiaries (including soils, groundwater and surface water)Restricted Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Knowledge knowledge of the Company, threatened which allege a violation of or liability under any properties Environmental Laws or concerning Hazardous Materials, in each case relating to the Borrower or any of its Restricted Subsidiaries, (ii) each of the Company and its Restricted Subsidiaries has all permits necessary for its operations to comply with all applicable Environmental Laws and is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at any property currently or formerly owned, operated or leased by the Borrower or operated, are not contaminated with any Hazardous Substances of its Restricted Subsidiaries in quantities or concentrations that has or would reasonably be expected to result in the Company or give rise to any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any obligation of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Restricted Subsidiaries may be in violation of or subject to liability under any Environmental Law; Laws, and (v) neither no Hazardous Material has been generated by or on behalf of the Company nor or any of its Restricted Subsidiaries that has been transported to or Released at or from any location in a manner that would reasonably be expected to give rise to any liability or obligation of the Company or any of its Restricted Subsidiaries, and (iv) there is no agreement to which the Company or any of its Restricted Subsidiaries is subject to, a party in which the Company or any of its Restricted Subsidiaries has assumed or undertaken, or retained, responsibility for any outstanding obligations under any orders, decrees known or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning reasonably likely liability or obligations obligation arising under or relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (ia) each of the The Company and its Subsidiaries has since the Applicable Date been each Subsidiary is in material compliance with all applicable Environmental LawsLaws and has obtained and is in compliance with all material Environmental Permits, and any past noncompliance with Environmental Laws or Environmental Permits has been resolved without any pending, ongoing or future costs, obligations or Liabilities, (b) there are no material Environmental Claims, including possessing and complying with all Licenses notices of causes of action or investigations relating to or arising under any Environmental Laws; (ii) the environmental conditions atLaw pending, or resulting from operations atto the Seller’s Knowledge, threatened, against the properties currently Company or any Subsidiary, or against any person or entity whose liability for any Environmental Claim the Company or any Subsidiary has retained or assumed either contractually or by operation of law, (c) except as would not have a Material Adverse Effect, there has been no Release of any Hazardous Materials at any Real Property or, during the period of the Company’s or any Subsidiary’s ownership, lease, operation or occupation thereof, at any real property formerly owned, leased leased, operated or operated occupied by the Company or any of its Subsidiaries Subsidiary, (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iiid) neither the Company nor any of its the Subsidiaries is subject to conducting or funding any Proceedinginvestigation, cleanup, mitigation, restoration or reparation, or remedial or corrective action, or has otherwise received a written noticeagreed to assume the Liability of any other Person for, alleging that it is liable for any investigation, cleanup, remediation, mitigation, restoration or reparation, or remedial or corrective action with respect to any Release of Hazardous Materials, whether voluntarily or as required by Environmental Law, Governmental Authority or otherwise, and (e) to the release Knowledge of the Seller, the Seller has provided the Purchaser with true, correct and complete copies of all material environmental investigations, studies, audits, tests, reports, reviews or threat of release other analyses conducted by or on behalf of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result are in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written noticepossession of, demand, letter, claim or request for information alleging that the Company or any of its the Subsidiaries may be in violation of relation to any premises presently or subject to liability under any Environmental Law; and (v) neither formerly owned, used, leased or occupied by the Company nor or any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawthe Subsidiaries.

Environmental Matters. Except for such matters that would not, individually or The Borrower and each Subsidiary is in compliance with all applicable Environmental Laws the aggregate, failure of which to comply could reasonably be expected to have a Company Material Adverse Effect: (i) each Effect and has been issued and currently maintains all federal, state and local permits, licenses, certificates and approvals the failure of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, which to obtain or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would maintain could reasonably be expected to result in have a Material Adverse Effect. Neither the Company Borrower nor any Subsidiary has been notified of any material pending or any Retained Subsidiary incurring liability threatened action, suit, proceeding or having to conduct or fund any cleanup or other remedial activity pursuantinvestigation, directly or indirectly, to any applicable Environmental Law; (iii) and neither the Company Borrower nor any Subsidiary is aware of its Subsidiaries is subject to any Proceedingfacts, which (a) calls into question, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would could reasonably be expected to result in call into question, compliance by the Company Borrower or any Subsidiary incurring liability under with any applicable Environmental Law; Laws, (ivb) neither seeks, or could reasonably be expected to form the Company nor basis of a meritorious proceeding, to suspend, revoke or terminate any license, permit or approval necessary for the operation of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company Borrower's or any Subsidiary's business or facilities or for the generation, handling, storage, treatment or disposal of its Subsidiaries may any Hazardous Materials, or (c) seeks to cause, or could reasonably be in violation expected to form the basis of a meritorious proceeding to cause, any property of the Borrower or any Subsidiary to be subject to liability any restrictions on ownership, use, occupancy or transferability under any Environmental Law, in each case which could reasonably be expected to have a Material Adverse Effect; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.s)

Environmental Matters. Except for such matters that would notThe properties, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each operations and activities of the Company and its Subsidiaries has since the Applicable Date been are in compliance with all applicable material Environmental Laws. The Company and its Subsidiaries and the properties, including possessing operations and complying with all Licenses activities of the Company and its Subsidiaries are not subject to, and have not received written notice of, any existing, pending or, to the Knowledge of the Company, threatened action, suit, investigation, inquiry or proceeding by or before any Court or Governmental Authority under any Environmental Laws; (ii) the environmental conditions at, Law. All material Permits or resulting from operations at, the properties currently owned, leased applications therefor required to be obtained or operated filed by the Company or any of its Subsidiaries (including soilsunder any Environmental Law in connection with the properties, groundwater operations and surface water)activities of the Company and its Subsidiaries have been obtained or filed and are valid and currently in full force and effect, and and, to the Knowledge Company's Knowledge, there are no facts or circumstances that would cause such Permits to be revoked, modified or not renewed under current conditions or in connection with the transactions contemplated by this Agreement. There has been no material release of any hazardous substance, pollutant or contaminant into the environment by the Company or its Subsidiaries or in connection with their properties, operations or activities. There has been no exposure (attributable to the action of the CompanyCompany or its Subsidiaries) of any Person or property to any hazardous substance, any properties formerly ownedpollutant or contaminant in connection with the properties, leased operations and activities of the Company and its Subsidiaries in such quantities or operated, are not contaminated with any Hazardous Substances that has or of such type as would reasonably be expected to result in the Company give rise to a claim, demand or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither suit. Neither the Company nor any of its Subsidiaries is subject to any Proceedinghave assumed, whether by contract, operation of Law or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure tootherwise, any Hazardous Substance that has liabilities or would reasonably be expected to result obligations arising under Environmental Laws in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written noticeconnection with their respective formerly owned properties, demandbusinesses, letterdivisions, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject toSubsidiaries, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities companies or other contractual agreements, concerning liability or obligations relating to any Environmental Lawentities.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the The Company and its Subsidiaries has since the Applicable Date been subsidiaries are, and have been, in compliance with all applicable Environmental Laws, including possessing and complying with having all Licenses under Environmental Laws; environmental permits which are necessary to enable them to conduct their businesses as they currently are being conducted except as would not individually or in the aggregate have a Material Adverse Effect, (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by neither the Company nor any subsidiary has received any written notice of material noncompliance or material liability under any of its Subsidiaries (including soilsEnvironmental Law which is now pending, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any subsidiary has performed any acts, including releasing, storing or disposing of its Subsidiaries is subject to or arranging for the disposing of hazardous materials or any Proceedingother material regulated, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to could result in liability, under any Environmental Law, including any petroleum, asbestos, polychlorinated biphenyls, ureaformaldehyde insulation, lead-containing paint or radon, (collectively, "Hazardous Materials"), there is no condition, including the presence of wetlands, protected species or Hazardous Materials, on any property owned, operated or leased by the Company or a subsidiary, and there was no condition, including the presence of wetlands, protected species or Hazardous Materials, on any Subsidiary incurring property formerly owned, operated or leased by the Company or a subsidiary while the Company or a subsidiary owned, operated or leased that property, that could result in a material liability to the Company or a subsidiary under any applicable Environmental Law; Law which would individually or in the aggregate have a Material Adverse Effect and (iv) except for those which would not individually or in the aggregate have a Material Adverse Effect, neither the Company nor any subsidiary is subject to any order of its Subsidiaries has received any written notice, demand, letter, claim court or request for information alleging that governmental agency requiring the Company or any of its Subsidiaries may be subsidiary to take, or refrain from taking, any actions in violation of or subject order to liability under comply with any Environmental Law; Law and (v) neither no action or proceeding seeking such an order is pending or, insofar as any officer of the Company nor is aware, threatened against the Company. As used in this Agreement, the term"Environmental Law" means any Federal, state or local law, rule, rule of its Subsidiaries is subject tocommon law, or has assumed or retainedregulation, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities guideline or other contractual agreements, concerning liability or obligations legally enforceable requirement of a governmental authority relating to any Environmental Lawprotection of the environment or to environmental conditions or to human health or safety as relating to the environment or exposure to Hazardous Material.

Environmental Matters. Except as disclosed in the Disclosure --------------------- Letter and except for such matters that would notthat, individually alone or in the aggregate, are not reasonably be expected likely to have a Company Material Adverse Effect: (i) each material adverse effect on the financial condition, properties, business or results of operations of the Company and its Subsidiaries has since the Applicable Date been in compliance subsidiaries taken as a whole: (i) Company and its subsidiaries have complied at all times with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions atproperties currently owned or operated by the Company or any subsidiary (including soils, or resulting from operations at, groundwater and surface water) have not been contaminated with any Hazardous Substances; (iii) the properties currently owned, leased formerly owned or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are subsidiaries were not contaminated with any Hazardous Substances that has during or would reasonably be expected prior to result in the Company such period of ownership or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawoperation; (iv) neither the Company nor any of its Subsidiaries subsidiary is subject to liability for any Hazardous Substance disposal or contamination on any third party property; (v) neither the Company nor any subsidiary has received any written notice, demand, letter, claim or request for information alleging indicating that the Company or any of its Subsidiaries it may be subject to liability for any release or threat of release of any Hazardous Substance or in violation of or liable under any Environmental Law; (vi) neither the Company nor any subsidiary is subject to any order, decree, injunction or other legally binding arrangement with any governmental entity or any indemnity or other legally binding agreement with any third party relating to liability under any Environmental Law; and (vvii) neither none of the properties currently owned or operated by the Company nor or any subsidiary contain any underground storage tanks, asbestos-containing material, lead products, or polychlorinated biphenyls; (viii) there are no other circumstances or conditions involving the Company or any subsidiary that could reasonably be expected to result in any claims, liability, investigations, costs or restrictions against the Company or any subsidiary or on the ownership, use, or transfer of any property currently owned or operated by the Company or any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating subsidiaries pursuant to any Environmental Law; and (ix) the Company has delivered to Purchaser copies of all environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to Company or any subsidiary or any of their current or former properties or operations.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect: (i) each of the Company Acquired Companies is and its Subsidiaries has since the Applicable Date at all times been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) to the environmental conditions atknowledge of the Company, or resulting from operations at, none of the properties currently owned, leased or operated by the Company or any of its Subsidiaries the Acquired Companies (including soils, groundwater soils and surface water), and ground waters) are Contaminated with any Materials of Environmental Concern; (iii) to the Knowledge knowledge of the Company, any none of the properties formerly owned, leased or operated, operated by any of the Acquired Companies (including soils and surface and ground waters) are not contaminated Contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Materials of Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental LawConcern; (iv) neither none of the Company nor any of its Subsidiaries Acquired Companies has received any written notice, demand, letter, claim letter or request for information alleging stating that the Company or any of its Subsidiaries it may be in violation of Environmental Laws, or subject liable under any Contract, or pursuant to Environmental Law, for any Contamination by Materials of Environmental Concern, and any allegations of current or historical non-compliance with Environmental Laws, or liability under any Environmental LawLaws, has been resolved to the satisfaction of the relevant Governmental Body; and (v) neither the each Acquired Company nor any possesses and is and has been in compliance with, all Governmental Authorizations required under applicable Environmental Laws (“Environmental Permits”). The Company has Made Available to Parent all material Phase 1 environmental site assessments and environmental compliance audits that identify significant environmental liabilities of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations an Acquired Company relating to any Environmental Lawreal property currently or formerly owned, operated, controlled or leased by any of the Acquired Companies that are in the possession of the Company.

Environmental Matters. (a) Except for such matters that as set forth on Schedule 3.16, the Company and each Company Subsidiary (a) have been since June 1, 1999, and are in compliance in all material respects with applicable Environmental Laws except where the failure to so comply would not, individually or in the aggregate, not be reasonably be expected likely to have a Company Material Adverse Effect: , (ib) each have not received any written notices from any Governmental Entity alleging the violation of any applicable Environmental Law, (c) are not the subject of any Order arising under any Environmental Law, and (d) have not generated, emitted, discharged or disposed of any Hazardous Substance except as permitted under applicable Environmental Laws and as would not give rise to any material liability under Environmental Laws. Notwithstanding any other provision of this Agreement, this Section 3.16 constitutes the sole representation and warranty of the Company with respect to any matters covered by representations and its Subsidiaries warranties in this Section. Neither the Company nor any Company Subsidiary has since manufactured, treated, stored, disposed of, arranged for or permitted the Applicable Date been disposal of, transported, handled or released, or permitted persons to be exposed to, any Hazardous Substance, noise, odor or radiation, or owned or operated any property or facility, in compliance with all applicable Environmental Lawsa manner that has given or will give rise to material liabilities for damages or injuries to persons, including possessing and complying with all Licenses property, natural resources or the environment under Environmental LawsLaw; (ii) to the environmental conditions atKnowledge of the Company, there are no Hazardous Substances present at any facility or resulting from operations at, the properties currently owned, property leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of their respective predecessors or subject affiliates that have given or will give rise to liability material liabilities for damages or injuries to persons, property, natural resources or the environment under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. (a) Except for such matters that would not, individually or in the aggregate, be reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and its the Company Subsidiaries has since the Applicable Date been in compliance have at all times complied with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties no property currently owned, leased owned or operated by the Company or any of its the Company Subsidiaries (including soils, groundwater and groundwater, surface water), and to the Knowledge of the Company, any properties formerly owned, leased buildings or operated, are not other structures) is contaminated with any Hazardous Substances Substance requiring remediation or that has or would reasonably be expected to could otherwise result in liability to the Company or any Retained Company Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, pursuant to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, no property formerly owned or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in operated by the Company or any of the Company Subsidiaries was contaminated with any Hazardous Substance requiring remediation or that could otherwise result in liability to the Company or any Company Subsidiary incurring liability under pursuant to any applicable Environmental LawLaw during such period of ownership or operation; (iv) neither the Company nor any of its the Company Subsidiaries has any liability for any Hazardous Substance disposal or contamination on any third party property; (v) neither the Company nor any of the Company Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its the Company Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (vvi) neither the Company nor any of its the Company Subsidiaries is subject toto any order, decree, injunction or other agreement with any Governmental Entity or any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; (vii) there are no legal, administrative, arbitral or other proceedings, claims or actions arising under any applicable Law as in effect on the date of this Agreement related to the protection of human health or the environment (each, an “Environmental Claim”) that (A) as of the date of this Agreement are pending before any Governmental Entity or, to the Company’s Knowledge, threatened in writing against the Company or any of the Company Subsidiaries and (B) seek to impose, or has assumed are reasonably expected to result in the imposition on the Company or retainedany of the Company Subsidiaries of, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating obligation and there is no reasonable basis for any Environmental Claim that would impose any such liability or obligation; (viii) there are no other circumstances or conditions involving the Company or any of the Company Subsidiaries that could be reasonably expected to result in any claim, liability, investigation, cost or restriction regarding the ownership, use or transfer of any property owned or operated by the Company pursuant to any Environmental Law; and (ix) the Company has made available to Parent prior to the date of this Agreement copies of all environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to the Company or any of the Company Subsidiaries or their respective current and former properties or operations.

Environmental Matters. (a) Except for such those matters that would not, individually or in the aggregate, aggregate have not had and would not reasonably be expected likely to have a Company Material Adverse Effect: (i) each during the period of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, ownership or resulting from operations at, the properties currently owned, leased or operated operation by the Company or any of its Subsidiaries of any of its currently or formerly owned, leased or operated properties or facilities, there have been no Releases of Hazardous Materials in, on, under, from or affecting any properties or facilities which would subject the Company or any of its Subsidiaries to any liability under any Environmental Law or require any expenditure by the Company or any of its Subsidiaries thereunder for remediation; (including soilsii) prior to and after, groundwater and surface water)as applicable, and the period of ownership or operation by the Company or any of its Subsidiaries of any of its currently or formerly owned, leased or operated properties or facilities, to the Knowledge of the Company, there were no Releases of Hazardous Materials in, on, under, from or affecting any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or facilities which would reasonably be expected to result in subject the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, of its Subsidiaries to any applicable liability under any Environmental LawLaw or require any expenditure by the Company or any of its Subsidiaries thereunder for remediation; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceedingindemnity obligation or other Contract with any person relating to obligations or liabilities under Environmental Laws; and (iv) to the Knowledge of the Company, there are no facts, circumstances or has otherwise received a written notice, alleging conditions that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in form the Company basis for any Action or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim against or request for information alleging that affecting the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any or arising under Environmental LawLaws.

Environmental Matters. Except for such matters that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (i) each the Company and the Company Subsidiaries have all environmental permits which are necessary to enable them to conduct their businesses as they are being conducted on the date of the Original Agreement without violating any Environmental Laws, (ii) neither the Company nor any of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses received any notice of material noncompliance or material liability under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; , (iii) neither the Company nor any of its the Company Subsidiaries is subject to has performed any Proceedingacts, or has otherwise received a written noticeincluding, alleging that it is liable for the release or threat of release of, or exposure but not limited to, releasing, storing or disposing of hazardous materials, there is no condition on any Hazardous Substance that has property owned or would reasonably be expected to result in leased by the Company or a Company Subsidiary, and there was no condition on any property formerly owned or leased by the Company or a Company Subsidiary incurring while the Company or a Company Subsidiary owned or leased that property, that could result in liability by the Company or a Company Subsidiary under any applicable Environmental Law; Law and (iv) neither the Company nor any of its the Company Subsidiaries has received is subject to any written notice, demand, letter, claim or request for information alleging that order of any Governmental Entity requiring the Company or any of its the Company Subsidiaries may be to take, or refrain from taking, any actions in violation of or subject order to liability under comply with any Environmental Law; Law and (v) neither no action or proceeding seeking such an order is pending or, insofar as any officer of the Company nor or any of its the Company Subsidiaries is subject toaware, threatened against the Company or has assumed or retainedany of the Company Subsidiaries. As used in this Agreement, the term“Environmental Law” means any outstanding obligations under any ordersUnited States, decrees or injunctions, or outstanding obligations or claims under any indemnities Puerto Rico or other contractual agreementsnational, concerning liability state or obligations local law, rule, regulation, guideline or other legally enforceable requirement of a Governmental Entity relating to any Environmental Lawprotection of the environment or to environmental conditions which affect human health or safety.

Environmental Matters. Except for such matters that would notthat, individually or in the aggregate, have not had and would not reasonably be expected to have result in a Company Parent Material Adverse Effect: (ia) each of since the Company Applicable Date, Parent and its Subsidiaries has since the Applicable Date been in compliance with all have not violated any applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iib) the environmental conditions atno real property, currently or resulting from operations at, the properties currently formerly owned, leased or operated by the Company Parent or any of its Subsidiaries (including soils, groundwater and groundwater, surface water), and to the Knowledge of the Company, any properties formerly owned, leased buildings or operated, are not other structures) has been contaminated with any Hazardous Substances Substance in a manner that has or would reasonably be expected to result in any obligation to conduct remedial activities on the Company part of, or a Proceeding against, Parent or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, of its Subsidiaries pursuant to any applicable Environmental Law; (iiic) neither the Company Parent nor any of its Subsidiaries is subject to any ProceedingOrder, Proceeding or written notice alleging it has liability for any Hazardous Substance disposal or contamination on any third-party property or any failure to properly store or handle, or has otherwise received a written notice, alleging that it is liable for the any release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental LawSubstance; (ivd) neither the Company Parent nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information or is a party to or the subject of any pending or, to Parent’s Knowledge, threatened Proceeding, in each case alleging that the Company Parent or any of its Subsidiaries may be in violation of or subject to liability under any Environmental LawLaw or regarding any Hazardous Substance; and (ve) neither the Company Parent nor any of its Subsidiaries is subject toa party to any Order or other legally-binding arrangement with any Governmental Entity or any indemnity or other legally-binding agreement, with any third party under which Parent or any of its Subsidiaries has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. Except for such those matters that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effectresult in any material liability of an Acquired Corporation: (ia) each of the Company Acquired Corporations are, and its Subsidiaries has since the Applicable Date been January 1, 2012, have been, in compliance with all applicable Environmental Laws, including possessing which compliance includes obtaining and renewing, maintaining and complying with all Licenses Governmental Authorizations required under Environmental Laws; Laws for the operation of their respective business, (iib) as of the environmental conditions atdate hereof, there is no investigation, suit, claim, action, or resulting from operations atLegal Proceeding relating to or arising under any Environmental Law or with respect to Hazardous Materials that is pending or, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge knowledge of the Company, threatened against an Acquired Corporation or any properties formerly ownedLeased Real Property, leased (c) as of the date hereof, the Acquired Corporations have not received any written notice, report or operatedother information of or entered into any legally-binding agreement, are not contaminated with order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved violations, liabilities, obligations or requirements on the part of the respective Acquired Corporations relating to or arising under Environmental Laws, (d) (1) no Person has been exposed to any Hazardous Substances Materials at a property or facility of an Acquired Corporation at levels in excess of applicable permissible exposure levels; and (2) there are no activities, circumstances, conditions, or events, including the presence or Release of any Hazardous Material on, at, under or from any property or facility, including the Leased Real Property, that has or would reasonably be expected to result in the Company any Legal Proceeding against or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability an Acquired Corporation under any Environmental Law; , and (ve) neither the Company nor any of its Subsidiaries is subject tono Acquired Corporation has assumed, undertaken, or has assumed or retained, otherwise become subject to any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under liability of another Person relating to Environmental Laws other than any indemnities in Material Contracts or other contractual agreements, concerning liability or obligations relating to any Environmental Lawleases for real property.

Environmental Matters. (a) Except for any such matters matter that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance have complied at all times with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, no property currently or resulting from operations at, the properties currently owned, leased formerly owned or operated by the Company or any of its Subsidiaries (including soils, groundwater groundwater, surface water, buildings and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not subsurface structures) is contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental LawSubstance; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable liability for the release or threat of release of, or exposure to, any Hazardous Substance that has disposal or would reasonably be expected to result in the Company or contamination on any Subsidiary incurring liability under any applicable Environmental Lawthird party property; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject toto any order, decree, injunction, settlement or has assumed other agreement with any Governmental Entity or retained, any outstanding indemnity or other agreement with any third party relating to liabilities or obligations under any ordersEnvironmental Law; (vi) there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claim, decrees liability, investigation, cost or injunctionsrestriction on the ownership, use, or outstanding obligations or claims under transfer of any indemnities or other contractual agreements, concerning liability or obligations relating property pursuant to any Environmental Law; and (vii) the Company has delivered to Parent, prior to the date of this Agreement, copies of all environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to Company or its Subsidiaries or their respective current and former properties or operations.

Environmental Matters. Except for such matters that Except, in the case of clauses (a) through (e) below, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (ia) the Company and each Subsidiary of the Company is and has been in compliance with all applicable Laws relating to the protection of human health and the environment or to occupational health and safety (“Environmental Laws”); (b) the Company and its Subsidiaries possess all permits and approvals issued pursuant to any Environmental Law that are required to conduct the business of the Company and its Subsidiaries has since the Applicable Date as it is currently conducted, and are and have been in compliance with all applicable Environmental Lawssuch permits and approvals; (c) to the knowledge of the Company, including possessing and complying with all Licenses under Environmental Laws; no releases of (i) any petroleum products or byproducts, radioactive materials, friable asbestos or polychlorinated biphenyls or (ii) the environmental conditions any waste, material or substance defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “pollutant” or any analogous terminology under any applicable Environmental Law have occurred at, on, from or resulting from operations at, the properties under any real property currently or formerly owned, leased operated or operated occupied by the Company or any of its Subsidiaries (including soilsSubsidiaries, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in for which releases the Company or any Retained such Subsidiary incurring may have incurred liability or having to conduct or fund under any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iiid) neither the Company nor any Subsidiary of its Subsidiaries is subject to the Company has received any Proceeding, written claim or has otherwise received a written notice, notice from any Governmental Authority alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any such Subsidiary incurring is or may be in violation of, or has any liability under under, any applicable Environmental Law; , and (ive) neither the Company nor any Subsidiary of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company has entered into any agreement or any of its Subsidiaries may be in violation of or is subject to liability any legal requirement that may require it to pay for, guarantee, defend or indemnify or hold harmless any person from or against any liabilities arising under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that would notas set forth in Section 4.12 of the Company Disclosure Schedule, the Company and the Company Subsidiaries each are in compliance with all Environmental Laws, except where the failure to so comply could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each . Neither the Company nor any of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Lawsutilized, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions attreated, stored, processed, discharged, spilled or resulting from operations atotherwise disposed of any Hazardous Material, the properties currently owned, at any real or immovable property or any other facility owned or leased or operated by the Company or any of its Subsidiaries (including soilsthe Company Subsidiaries, groundwater and surface water), and to in violation of any Environmental Law or Environmental Permit or in such a manner as otherwise would require the Knowledge Company or any of the CompanyCompany Subsidiaries to undertake any investigation, removal, abatement, corrective action or remedial action pursuant to any properties Environmental Law, which, in either case, could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no real or immovable property owned, formerly owned, leased or operatedsub-leased by the Company or any of the Company Subsidiaries at which: (i) there has been a release or threat of release of PCBs, are or asbestos, or other Hazardous Materials; or (ii) any soil, subsoil or groundwater contaminated to levels exceeding any criteria published by a Governmental Entity and requiring investigation and or remediation, which could be applicable to the site. Except as could not contaminated with any Hazardous Substances that has or would reasonably be expected to result have, individually or in the aggregate, a Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuantMaterial Adverse Effect, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities complaint or other contractual agreements, concerning liability communication whether written or obligations relating oral pursuant to any Environmental Law.

Environmental Matters. Except for such matters that would notas set forth in Section --------------------- 3.20 of the Company Disclosure Schedule, individually (a) the Company and the Company Subsidiaries are in compliance in all material respects with all applicable federal, state, interstate, local and foreign laws and regulations relating to pollution or in protection or preservation of human health or safety or the aggregateenvironment, including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, radioactive materials, toxic or hazardous substances or hazardous waste, petroleum and petroleum products, asbestos or asbestos- containing materials, polychlorinated biphenyls, radon, or lead or lead-based paints or materials ("Materials of Environmental Concern"), or otherwise ---------------------------------- relating to the manufacture, processing, distribution, use, treatment, generation, storage, containment (whether above ground or underground), disposal, transport or handling of Materials of Environmental Concern, or the preservation of the environment or mitigation of adverse effects thereon (collectively, "Environmental Laws"), and including, but not limited to, ------------------ possession of all, and compliance with any, permits or other governmental authorizations required under applicable Environmental Laws or the terms and conditions thereof, except where noncompliance with Environmental Laws or failure to possess or comply with permits or other governmental authorizations is not reasonably be expected likely to have a Company Material Adverse Effect: ; (b) neither the Company nor any Company Subsidiary has received any communication or notice, whether from a governmental authority or any other person, alleging any violation of or noncompliance with any Environmental Laws by the Company or any Company Subsidiary or for which any of them is responsible, and there is no pending or, to the Company's knowledge or to the knowledge of any Company Subsidiary, no threatened claim, action, investigation or notice against or involving the Company or any Company Subsidiary or for which any of them is responsible by any person or entity alleging potential liability for investigatory, cleanup or governmental response costs, or natural resources or property damages, or personal injuries, attorneys' fees or penalties relating to (i) each the presence, or release into the environment, of any Materials of Environmental Concern at any location, or (ii) any violation, or alleged violation, or circumstances forming the basis of any such violation of any Environmental Law (collectively, "Environmental Claims"), against the Company or -------------------- any Company Subsidiary except where such notices, communications or Environmental Claims would not have a Company Material Adverse Effect; (c) to the Company's knowledge, there are no past or present facts or circumstances that are reasonably likely to form the basis of any Environmental Claim against the Company or any Company Subsidiary or against any person or entity whose liability for any Environmental Claim the Company or such Company Subsidiary have retained or assumed either contractually or by operation of law, except where such Environmental Claim, if made, would not have a Company Material Adverse Effect; (d) all underground storage tanks, and the capacity and contents of such tanks, located on property owned, operated or leased by the Company or any Company Subsidiary are identified in Section 3.20 of the Company Disclosure Schedule; and its Subsidiaries has since the Applicable Date been in compliance with (e) all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased formerly owned or operated by the Company or any of its Subsidiaries (including soilsCompany Subsidiary, groundwater and surface water), and to the Knowledge affiliate or predecessor thereof are identified in Section 3.20 of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawDisclosure Schedule.

Environmental Matters. (a) Except for as set forth in the Company SEC Documents filed prior to the date hereof and with such matters that would notexceptions as, individually or in the aggregate, would not be reasonably be expected likely to have a Company Material Adverse Effect: , (i) no written notice, notification, demand, request for information, citation, summons, complaint or order has been received by, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, threatened by any Person against the Company or any of its Subsidiaries, and no penalty has been assessed or outstanding consent decree or order issued by a court, governmental body, agency, authority or tribunal against the Company or any of its Subsidiaries, in each case, with respect to any matters arising out of any Environmental Law; (ii) the Company and its Subsidiaries has are, and since the Applicable Date been January 1, 2018 have been, in compliance with all applicable Environmental Laws, including possessing ; (iii) (x) the Company and complying each of its Subsidiaries have obtained and have been and are in compliance with all Licenses permits, licenses, certifications, variations, exemptions, orders, franchises and approvals of all governmental bodies, agencies and authorities required under Environmental Laws for the conduct of their respective businesses as presently conducted (the “Company Environmental Permits”) and (y) all Company Environmental Permits are in full force and effect, and the Company has no written notice or knowledge that such Company Environmental Permits will not be renewed in the ordinary course after the Effective Time. No governmental body, agency or authority has begun, or to the knowledge of the Company, threatened in writing to begin, any action to terminate, cancel or reform any Company Environmental Permit; (iv) to the knowledge of the Company, there are no Hazardous Substances at, in, under or migrating to or from properties owned or leased by the Company or any Subsidiary that require investigation, control, monitoring, removal or remediation under Environmental Laws; and (iiv) the there has been no environmental conditions atinvestigation, study, audit, review, or resulting from operations atother analysis conducted since January 1, 2018 prepared by or for the properties currently Company or that are otherwise in the possession, custody or control of the Company or its subsidiaries, addressing potentially material environmental liabilities with respect to any current or prior business of the Company or any of its Subsidiaries or any property or facility now or previously owned, leased or operated by the Company or any of its Subsidiaries (including soilswhich has not been made available to Parent prior to the date hereof, groundwater and surface waterexcluding routine environmental monitoring conducted by the Company in the ordinary course of operations. Except with respect to Section 3.7(d), Section 3.8, Section 3.9, Section 3.11, Section 3.12 and to Section 3.21, this Section 3.18 contains the Knowledge sole and exclusive representations and warranties of the CompanyCompany with respect to environmental matters, including with respect to Hazardous Substances, Company Environmental Permits, and any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected other matter relating to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceedingcompliance with, or has otherwise received a written noticeliabilities under, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (ia) each of the Company and its Subsidiaries has each Company Subsidiary are, and have been since the Applicable Date been January 1, 2015, in compliance with all applicable Environmental Laws, including possessing (b) the Company and complying the Company Subsidiaries possess all permits and approvals issued pursuant to any applicable Law relating to the protection of the environment or, as such relates to exposure to Hazardous Materials, to health and safety (“Environmental Laws”) that are required to conduct the business of the Company and the Company Subsidiaries as it is currently conducted, and are, and have been since January 1, 2015, in compliance with all Licenses under Environmental Laws; such permits and approvals, (c) no releases of (i) any petroleum products or byproducts, radioactive materials, friable asbestos or polychlorinated biphenyls, or (ii) the environmental conditions any waste, material or substance defined as a “hazardous” substance, “hazardous” material, or “hazardous” waste, “pollutant” or analogous terminology under any applicable Environmental Law (“Hazardous Materials”) have occurred at, on, from or resulting from operations atunder any real property currently or, to the properties currently ownedCompany’s Knowledge, leased formerly owned or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances Company Subsidiary in a manner that has or would reasonably be expected to result in the Company or a liability under any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuantEnvironmental Laws, directly or indirectly, to any applicable Environmental Law; (iiid) neither the Company nor any of its Subsidiaries is subject to Company Subsidiary has received any Proceeding, written claim or has otherwise received a written notice, notice from any Governmental Authority or other Person alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Company Subsidiary incurring liability under is or may be in violation of or liable under, any applicable Environmental Law; Law and (ive) neither the Company nor any of its Subsidiaries Company Subsidiary has received entered into or agreed to any written notice, demand, letter, claim consent decree or request for information alleging that the Company order or any of its Subsidiaries may be in violation of or is subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject tojudgment, decree or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations judicial order relating to any compliance with Environmental LawLaws or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials.

Environmental Matters. Except for such matters that would not, individually or The Borrower and each Subsidiary is in compliance with all applicable Environmental Laws the aggregate, failure of which to comply could reasonably be expected to have a Company Material Adverse Effect: (i) each Effect and has been issued and currently maintains all federal, state and local permits, licenses, certificates and approvals the failure of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, which to obtain or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would maintain could reasonably be expected to result in have a Material Adverse Effect. Neither the Company Borrower nor any Subsidiary has been notified of any material pending or any Retained Subsidiary incurring liability threatened action, suit, proceeding or having to conduct or fund any cleanup or other remedial activity pursuantinvestigation, directly or indirectly, to any applicable Environmental Law; (iii) and neither the Company Borrower nor any Subsidiary is aware of its Subsidiaries is subject to any Proceedingfacts, which (a) calls into question, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would could reasonably be expected to result in call into question, compliance by the Company Borrower or any Subsidiary incurring liability under with any applicable Environmental Law; Laws, (ivb) neither seeks, or could reasonably be expected to form the Company nor basis of a meritorious proceeding, to suspend, revoke or terminate any license, permit or approval necessary for the operation of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company Borrower's or any Subsidiary's business or facilities or for the generation, handling, storage, treatment or disposal of its Subsidiaries may any Hazardous Materials, or (c) seeks to cause, or could reasonably be in violation expected to form the basis of a meritorious proceeding to cause, any property of the Borrower or any Subsidiary to be subject to liability any restrictions on ownership, use, occupancy or transferability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating in each case which could reasonably be expected to any Environmental Law.have a Material Adverse Effect;

Environmental Matters. Except for such matters that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the Effect on Company, Company and its Subsidiaries has since the Applicable Date been in compliance have complied with all applicable Environmental Lawsany federal, including possessing and complying with all Licenses under Environmental Lawsstate or local law, regulation, order, decree, permit, authorization, common law or agency requirement relating to: (a) the protection or restoration of the environment, health, safety or natural resources; (iib) the environmental conditions athandling, or resulting from operations atuse, the properties currently ownedpresence, leased or operated by the Company or any of its Subsidiaries (including soilsdisposal, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of threatened release of, or exposure to, any Hazardous Substance hazardous substance; (c) noise, odor, wetlands, indoor air, pollution, contamination or any injury or threat of injury to persons or property involving any hazardous substance (“Environmental Laws”); (d) there are no proceedings, claims, actions, or investigations of any kind, pending or threatened in writing, by any person, court, agency, or other Governmental Entity or any arbitral body, against the Company or its Subsidiaries relating to any Environmental Law and, to Company’s Knowledge, there is no reasonable basis for any such proceeding, claim, action or investigation; (e) there are no agreements, orders, judgments, indemnities or decrees by or with any person, court, regulatory agency or other Governmental Entity, that has could impose any liabilities or would obligations under or in respect of any Environmental Law; (f) to Company’s Knowledge, there are, and have been, no hazardous substances or other environmental conditions at any property (currently or formerly owned, operated, or otherwise used by Company or any of its Subsidiaries) under circumstances which could reasonably be expected to result in the liability to or claims against Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject relating to liability under any Environmental Law; and (vg) neither the Company nor any of its Subsidiaries is subject toto Company’s Knowledge, there are no reasonably anticipated future events, conditions, circumstances, practices, plans, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding legal requirements that could give rise to obligations or claims liabilities under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. Except for such matters that 5.16.1. The Company and each of its Subsidiaries is in compliance with applicable Environmental Laws, except where the failure to so comply would not, individually not have or in the aggregate, be reasonably be expected to have a Company Material Adverse Effect: ; (i) each to the Knowledge of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental LawsCompany, no real property (including possessing and complying with all Licenses under Environmental Laws; (iibuildings or other structures) the environmental conditions at, currently or resulting from operations at, the properties currently formerly owned, leased or operated by the Company or any of its Subsidiaries (including soilshas been contaminated with, groundwater and surface water), and to the Knowledge of the Companyor has had any release of, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances Substance that has or the Company would reasonably be expected to result in be liable for any potential material investigation, clean up, claim or liability from such real property that would have or be reasonably expected to have a Material Adverse Effect on the Company; (ii) neither the Company nor any of its Subsidiaries is subject to liability for any Hazardous Substance disposal or contamination by their agents or employees on any Retained Subsidiary incurring liability third party property, except where the failure to so comply would not have or having be reasonably expected to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawhave a Material Adverse Effect; (iii) neither the Company nor any of its Subsidiaries is subject to has received any Proceeding, or has otherwise received a written notice, demand letter, claim or request for information alleging that it is liable for the release or threat of release any current material violation of, or exposure tomaterial liability under, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received is subject to any written notice, demand, letter, claim Order or request for information alleging that the Company other agreement with any Governmental Entity or any of its Subsidiaries may be in violation of or subject third party relating to liability under any Environmental Law; and (v) neither the Company nor any has delivered to Recap copies of all environmental reports, studies, sampling data, correspondence, filings and other environmental information in its Subsidiaries is subject to, possession or has assumed or retainedreasonably available to it relating to the Company, any outstanding obligations under Subsidiary of the Company and any orderscurrently owned, decrees leased or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawoperated property.

Environmental Matters. (a) Except for such matters that as set forth on Section 3.18 of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect with respect to the Company and except as set forth in any environmental assessments previously made available to Parent, Merger Sub and Merger LLC: (i) each of the Company and each of its Subsidiaries has since the Applicable Date been subsidiaries are in compliance with all applicable Environmental Laws, including possessing and complying possess and are in compliance with all Licenses applicable Environmental Permits required under such Environmental LawsLaws to operate as they presently operate; (ii) to the environmental conditions atknowledge of the Company, or resulting from operations at, the properties currently owned, leased there are no Hazardous Materials at any property owned or operated by the Company or any of its Subsidiaries (including soilssubsidiaries, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased except in compliance with Environmental Law or operated, under circumstances that are not contaminated with any Hazardous Substances that has or would reasonably be expected likely to result in liability of the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to of its subsidiaries under any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to subsidiaries has received any Proceeding, or has otherwise received a written notice, notification alleging that it is liable for, or request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or similar state statute concerning, any release or threat threatened release of Hazardous Materials at any location, except, in each case, with respect to any such notification or request for information concerning any such release ofor threatened release, to the extent such matter has been resolved with the appropriate foreign, federal, state or exposure to, any Hazardous Substance that has local regulatory authority or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawotherwise; and (iv) neither the Company nor any of its Subsidiaries subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company complaint, or is presently subject to any proceeding, relating to noncompliance with Environmental Laws or any other liabilities pursuant to Environmental Laws, and to the knowledge of its Subsidiaries may be the Company, no such matter has been threatened in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawwriting.

Environmental Matters. Except as disclosed in the Company Reports prior to the date hereof, except as disclosed in Section 6.1(l) of the Company Disclosure Letter and except for such matters that would notthat, individually alone or in the aggregate, reasonably be expected to will not have a Company Material Adverse Effect: , (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance have complied with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, properties presently or resulting from operations at, the properties currently owned, leased formerly owned or operated by the Company or any of its Subsidiaries (including soilssoil, groundwater or surface features and surface water), and to buildings or structures thereon) (the Knowledge of the Company, any properties formerly owned, leased or operated, are "Properties") do not contaminated with contain any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or (as defined below) other remedial activity pursuant, directly or indirectly, to any than as permitted under applicable Environmental Law, do not, and have not, contained any underground storage tanks; (iii) neither the Company nor any of its Subsidiaries is has received any claims, notices, demand letters or requests for information alleging that the Company may be in violation of, or liable under, any Environmental Law and none of the Company, its Subsidiaries or the Properties are subject to any Proceedingagreement, order or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring decree involving liability under any applicable Environmental Law; (iv) neither no Hazardous Substance has been disposed of or released on any of the Properties; (v) the Company nor and Subsidiaries are not subject to liability for any of its Subsidiaries has received any written notice, demand, letter, claim off-site disposal or request for information alleging that contamination; and (vi) there are no other circumstances involving the Company or any of its Subsidiaries may that could be expected to result in violation of any claims, liability, costs or subject to liability under losses or any Environmental Law; and (v) neither restrictions on the Company nor any of its Subsidiaries is subject toownership, use, or has assumed or retained, transfer of any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating Property pursuant to any Environmental Law.

Environmental Matters. Except for such matters that would notthat, individually or in the aggregate, are not reasonably be expected likely to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date have been and are in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased no property owned or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not has been contaminated with any Hazardous Substances Substance (as defined below) in a manner that has or would reasonably could be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup require remediation or other remedial activity pursuant, directly or indirectly, action pursuant to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has disposal or would reasonably be expected to result in contamination on any third-party property; (iv) neither the Company or nor any Subsidiary incurring liability under of its Subsidiaries is the subject of any applicable pending or, to the knowledge of the Company, threatened investigation relating to any Environmental Law; (ivv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (vvi) neither the Company nor any of its Subsidiaries is subject toto any order, decree or has assumed or retained, injunction with any outstanding obligations Governmental Entity relating to liability under any orders, decrees Environmental Law or injunctions, relating to Hazardous Substances; (vii) to the knowledge of the Company there are no other circumstances or outstanding obligations conditions involving the Company or claims under any indemnities of its Subsidiaries that could reasonably be expected to result in any claim or other contractual agreements, concerning liability or obligations relating pursuant to any Environmental LawLaw excluding claims or liabilities arising out of or pursuant to any policies of insurance written or issued by the Company or any of its Subsidiaries; and (viii) the Company has made available to Parent copies of all material environmental reports and assessments relating to the Company or its Subsidiaries.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (ia) each of the Transferred Company and its Subsidiaries has since are and, for the Applicable Date been past three (3) years have been, in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iib) the environmental conditions at, or resulting from operations atneither Seller, the properties currently owned, leased or operated by Transferred Company nor any of their respective Subsidiaries has received any written communication from any Person alleging that the Transferred Company or any of its Subsidiaries is in material violation of or has any material liability arising under any Environmental Law, except to the extent the substance of any such communication has been resolved; (c) the Transferred Company and its Subsidiaries have obtained all approvals and permits required under Environmental Laws to conduct the Business as currently conducted (“Environmental Permits”); (d) the Transferred Company and its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits; (e) none of the Transferred Company or its Subsidiaries is subject to any pending or, to the knowledge of Seller threatened, Environmental Claim against itself or any Person whose liability the Transferred Company and its Subsidiaries have retained or assumed either contractually or by operation of Law; (f) during the period of lease ownership or operation by the Transferred Company or any of its Subsidiaries, there have been no Releases of Hazardous Materials at the Leased Real Properties (including soils, groundwater and surface water)) or, and to the Knowledge knowledge of the CompanySeller, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in operated by the Transferred Company or any Retained Subsidiary incurring liability of its Subsidiaries or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawof their respective legal predecessors; and (iiig) neither the Transferred Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability outstanding obligations under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject toJudgments, or has assumed or retained, retained any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any contractual indemnities or other contractual agreements, concerning liability or obligations relating to under any Environmental Law.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: Effect on Parent, to the Knowledge of Parent, (i) each of the Company Parent and its Subsidiaries has are and, since the Applicable Date been January 1, 2013 have been, in compliance with Environmental Laws, (ii) Parent and its Subsidiaries have all Permits which are necessary to enable them to conduct their businesses as they are being conducted on the date of this Agreement in compliance with applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iiiii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Entity of material noncompliance or material liability under any Environmental Law, (iv)(a) neither Parent nor any of its Subsidiaries has performed any acts, including soilsbut not limited to releasing, groundwater storing or disposing of Hazardous Materials, (b) there is no condition on any property owned or leased by Parent or a Subsidiary, and surface water(c) there is no condition on any property formerly owned or leased by Parent or a Subsidiary while Parent or a Subsidiary owned or leased that property, that, in the case of any of (a), and to the Knowledge of the Company(b) or (c), any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company material liability of Parent or a Subsidiary under any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; Law and (iiiv) neither the Company Parent nor any of its Subsidiaries is subject to any Proceeding, outstanding order of any court or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company Governmental Entity requiring Parent or any of its Subsidiaries may be to take, or refrain from taking, any actions in violation of or subject order to liability under comply with any Environmental Law; Law and no action or proceeding (vto which either Parent or a Subsidiary is or would be a party) neither the Company nor seeking such an order is pending or threatened against Parent or any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawSubsidiaries.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have be a Company Material Adverse Effect: , (iA) each of the Company and its Subsidiaries has have complied at all times since the Applicable Date been in compliance Date, with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iiB) no property (including soils, groundwater, surface water, buildings and surface and subsurface strata or structures) currently or, to the environmental conditions atKnowledge of the Company, or resulting from operations at, the properties currently formerly owned, leased operated or operated utilized by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not has been contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup Substance requiring remediation or other remedial activity pursuant, directly or indirectly, action pursuant to any applicable Environmental Law; (iiiC) neither the Company nor any of its Subsidiaries is subject to has incurred any Proceeding, or has otherwise received a written notice, alleging that it is liable liability for the release or threat of release of, or exposure to, any Hazardous Substance that has disposal or would reasonably be expected to result in the Company or contamination on any Subsidiary incurring liability under any applicable Environmental Lawthird party property; (ivD) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be is in violation of or subject to liability under any Environmental Law; and (vE) neither the Company nor any of its Subsidiaries is subject toto any order, or has assumed or retaineddecree, any outstanding obligations under any ordersinjunction, decrees or injunctions, or outstanding obligations or claims under any indemnities settlement or other contractual agreements, concerning agreement with any Governmental Entity or any indemnity or other agreement with any third party assigning or otherwise imposing liability or obligations relating to any Environmental Law; and (F) to the Knowledge of the Company, there are no other conditions or occurrences involving the Company or any of its Subsidiaries that would reasonably be expected to result in any claim, liability or investigation of the Company or any of its Subsidiaries pursuant to any Environmental Law.

Environmental Matters. Except for such matters that would notas could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (ia) each of the Company Holdings and each of its Subsidiaries has since the Applicable Date been is in compliance with all applicable Environmental LawsLaws and, including possessing with respect to its current operations, has obtained and complying is in compliance with all Licenses permits required of it under Environmental LawsLaw, and there are no proceedings pending or, to the knowledge of Holdings or the Borrowers, threatened to revoke or rescind any such permit; (iib) there are no claims, proceedings, investigations or notices of violation pending or, to the environmental conditions atknowledge of Holdings or the Borrowers, or resulting from operations at, the properties currently owned, leased or operated by the Company threatened against Holdings or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, under any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iiic) neither no Lien, other than a Permitted Lien, has been recorded or, to the Company nor knowledge of Holdings or the Borrowers, threatened under any Environmental Law with respect to any Real Property currently owned by Holdings or any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental LawSubsidiaries; (ivd) neither the Company Holdings nor any of its Subsidiaries has received contracted to assume or accept responsibility for any written notice, demand, letter, claim or request for information alleging that the Company or liability of any of its Subsidiaries may be in violation of or subject to liability non-affiliated Person under any Environmental Law; and (ve) neither there are no facts, circumstances, conditions or occurrences with respect to the Company nor past or present business or operations of Holdings, any of its Subsidiaries is subject toor any of their respective predecessors, or has assumed any Real Property or retainedfacility at any time owned, leased or operated by Holdings, any outstanding obligations of its Subsidiaries or any of their respective predecessors, that could be reasonably expected to give rise to any claim, proceeding, investigation, action or liability of or against Holdings or any of its Subsidiaries under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. Except for such matters that as has not had and would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on Company and its Subsidiaries, and to the Company’s Knowledge, (a) Company and its Subsidiaries have complied with all applicable Laws relating to: (i) each the protection or restoration of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Lawsenvironment, including possessing and complying with all Licenses under Environmental Lawshealth, safety or natural resources; (ii) the environmental conditions athandling, or resulting from operations atuse, the properties currently ownedpresence, leased or operated by the Company or any of its Subsidiaries (including soilsdisposal, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of threatened release of, or exposure to, any Hazardous Substance hazardous substance; and (iii) noise, odor, wetlands, indoor air, pollution, contamination or any injury or threat of injury to persons or property involving any hazardous substance (“Environmental Laws”); (b) there are no proceedings, claims, actions, or investigations of any kind, pending or threatened in writing, by any Person, court, agency, or other Governmental Entity or any arbitral body, against Company or its Subsidiaries relating to any Environmental Law and there is no reasonable basis for any such proceeding, claim, action or investigation; (c) there are no agreements, orders, judgments, indemnities or decrees by or with Company or its Subsidiaries, and any Person, court, regulatory agency or other Governmental Entity, that has could impose any liabilities or would obligations under or in respect of any Environmental Law; (d) there are, and have been, no hazardous substances or other environmental conditions at any property under circumstances which could reasonably be expected to result in the liability to or claims against Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject relating to liability under any Environmental Law; and (ve) neither the there are no reasonably anticipated future events, conditions, circumstances, practices, plans, or legal requirements that could give rise to obligations or liabilities to Company nor any of and its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. Except for such matters that as set forth in Section 4.13 of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to otherwise not have a Company Material Adverse Effect: , (ia) each of the Company and its the Company Subsidiaries has since the Applicable Date been are, and have been, in compliance with all applicable Environmental Laws, including possessing Laws and complying with all Licenses under Environmental Lawspermits and authorizations thereunder; (iib) the environmental conditions atthere is no administrative or judicial enforcement proceeding pending, or resulting from operations atto the knowledge of the Company threatened, the properties currently owned, leased or operated by against the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, Company Subsidiary involving Hazardous Materials or toxic fungi or mold or arising under any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iiic) neither the Company nor any Company Subsidiary or, to the knowledge of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure toCompany, any Hazardous Substance that has or would reasonably be expected to result in legal predecessor of the Company or any Subsidiary incurring liability Company Subsidiary, has received any written notice from any third party that it is potentially responsible under any applicable Environmental LawLaw for costs of response, property damage or for damages to natural resources, as those terms are defined under the Environmental Laws, at any location; (ivd) neither the Company nor any Company Subsidiary has transported or disposed of, or allowed or arranged for any third party to transport or dispose of, any waste containing Hazardous Materials at any location identified as requiring response action on the Comprehensive Environmental Response, Compensation, and Liability Information System or similar state database or any location proposed for inclusion on such lists; (e) the Company has no knowledge of its Subsidiaries has received any written notice, demand, letter, claim release on the real property owned or request for information alleging that leased by the Company or any Company Subsidiary or predecessor entity of its Subsidiaries may Hazardous Materials that would be reasonably likely to result in violation of or subject to liability a requirement under any Environmental LawLaws to perform a response action, the incurrence of natural resource damages or in any material liability under the Environmental Laws; and (vf) neither to the knowledge of the Company, none of the Company nor or any Company Subsidiary is required, by virtue of its Subsidiaries is subject tothe transactions contemplated hereby, or has assumed as a condition to the effectiveness of any transactions contemplated hereby, (i) to perform a site assessment for Hazardous Materials, (ii) to remove or retainedremediate Hazardous Materials, (iii) to give notice to or receive approval from any outstanding obligations under any orders, decrees or injunctionsgovernmental authority, or outstanding obligations (iv) to record or claims under any indemnities or other contractual agreements, concerning liability or obligations relating deliver to any Environmental LawPerson any disclosure document or statement pertaining to environmental matters.

Environmental Matters. (a) Except for such those matters that would notthat, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect: , (i) each of the Company and its Subsidiaries is, and has since the Applicable Date been been, in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) there is no investigation, suit, claim, action or proceeding relating to or arising under Environmental Laws that is pending or, to the environmental conditions atKnowledge of the Company, threatened against or resulting from operations ataffecting the Company or any of its Subsidiaries or any real property currently or, to the properties currently Knowledge of the Company, formerly owned, operated or leased or operated by the Company or any of its Subsidiaries (including soilsSubsidiaries, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written noticenotice of or entered into or assumed by Contract or operation of Law or otherwise, demandany obligation, letterliability, claim order, settlement, judgment, injunction or request for information alleging that decree relating to or arising under Environmental Laws and (iv) no facts, circumstances or conditions exist with respect to the Company or any of its Subsidiaries may be in violation or any property currently (or, to the Knowledge of the Company, formerly) owned, operated or subject to liability under any Environmental Law; and (v) neither leased by the Company nor or any of its Subsidiaries is subject toor any property to or at which the Company or any of its Subsidiaries transported or arranged for the disposal or treatment of Hazardous Materials that would reasonably be expected to result in the Company and its Subsidiaries incurring Environmental Liabilities. The matters set forth in Section 3.12(a) of the Company Disclosure Schedule, individually or has assumed or retainedin the aggregate, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating have not had and would not reasonably be expected to any Environmental Lawhave a Company Material Adverse Effect.

Environmental Matters. Except (a) The Company and each Company Subsidiary is and for such matters that would notthe past five years has been in compliance in all respects with all applicable Environmental Laws, except where the failure to be in compliance, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect: ; (b) (i) each none of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries Company Subsidiary (including soils, groundwater soils and surface water)and ground waters) have at any time been used by the Company or any Company Subsidiary or, and to the Knowledge knowledge of the Company, any other person to make, store, handle, treat, dispose of, generate or transport Hazardous Substances in violation of any applicable Environmental Law, and (ii) to the knowledge of the Company, none of such properties are contaminated with any Hazardous Substance for which the Company or a Company Subsidiary is legally responsible for any unperformed investigation or remediation required by applicable law or any Contract which in the case of (i) or (ii), individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (c) to the knowledge of the Company, neither the execution of this Agreement nor the consummation of the Transactions will require any investigation or remediation with respect to Hazardous Substances, or any notice to or consent of Governmental Authorities or Third Parties, pursuant to any applicable Environmental Laws or material Permits required under Environmental Laws; (d) since January 6, 2008 through the date of this Agreement, no Action (or arbitration or mediation by or before any Governmental Authority) has been brought, and no Action (or arbitration or mediation by or before any Governmental Authority) is currently pending, against the Company or any Company Subsidiary, arising under or related to any Environmental Law or related to any environmental condition, including with respect to any properties currently or formerly owned, leased or operatedoperated by the Company or any Company Subsidiary which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (e) except with respect to information otherwise made available to Parent in Section 4.16 of the Disclosure Letter, there are not contaminated no above or below ground storage tanks presently in use or formerly used by the Company or any Company Subsidiary at any properties currently or previously owned, leased or operated by the Company or any Company Subsidiary. The Company has made available to Parent any and all written communications with or documentation from any Governmental Authorities regarding or alleging the presence, in violation of Environmental Laws, of Hazardous Substances that has on any properties currently or formerly owned, leased or operated by the Company or any Company Subsidiary which would reasonably be expected to result in material liability, individually or in the aggregate, to the Company and the Company Subsidiaries. The Company has also made available to Parent all material site assessments, reports, data, results of investigations, audits or other similar information that are in the possession of the Company or the Company Subsidiaries regarding the environmental conditions at any properties currently or formerly owned, leased or operated by the Company or any Retained Company Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging which contain information that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in material liability, individually or in the aggregate, to the Company or any Subsidiary incurring liability under any applicable Environmental Law; Company Subsidiary, including the compliance (ivor noncompliance) neither by the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that and the Company or any of its Subsidiaries may be in violation of or subject to liability under with any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. (i) Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (ia) each of the Company and its Subsidiaries has since the Applicable Date been in compliance complied at all times with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iib) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and groundwater, surface water), and to buildings or other structures) are not contaminated with any Hazardous Substances; (c) the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in operated by the Company or any Retained Subsidiary incurring liability of its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership, tenancy or having to conduct operation by the Company or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawof its Subsidiaries; (iiid) neither the Company nor any of its Subsidiaries is subject to liability for any Proceeding, Hazardous Substance disposal or contamination on any third-party property; (e) neither the Company nor any of its Subsidiaries has otherwise received a written notice, alleging that it is liable for the been associated with any release or threat of release of, or exposure to, of any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental LawSubstance; (ivf) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental LawLaw (including any claims relating to electromagnetic fields or microwave transmissions); and (vg) neither the Company nor any of its Subsidiaries is subject toto any order, decree, injunction or other arrangement with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; (h) there are no circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claim, liability, investigation, cost or restriction on the ownership, use, or has assumed or retained, transfer of any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating of its properties pursuant to any Environmental Law; and (i) the Company has delivered to Parent copies of all environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to Company or its Subsidiaries or their respective current and former properties or operations.