Common use of Certain Environmental Matters Clause in Contracts

Certain Environmental Matters. Except as disclosed in Schedule 3.15, (a) OSI has complied in all material respects, and remains in compliance in all material respects, with the provisions of all Environmental Laws applicable to OSI or any of its presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI of all sites presently owned or operated by OSI where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by OSI has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI (or any agent or contractor of OSI) has not transported or arranged for the transportation of any solid wastes, hazardous wastes or hazardous substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereof, any off-site location that could lead to any claim against OSI, T-NDE or any Subsidiary of T-NDE, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties owned or operated by OSI from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI has provided T-NDE with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI respecting any facility, site or other property presently owned or operated by OSI.

Certain Environmental Matters. Except as accurately disclosed in Schedule 3.15, Section 4.15 of the Disclosure Statement: (a) OSI has complied in all material respectsto the knowledge of the Company, the Company and each Company Subsidiary have complied, and remains remain in compliance in all material respectscompliance, to the knowledge of the Company, with the provisions of all Environmental Laws applicable to OSI any of them or any of its their respective presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI the Company and each Company Subsidiary of all sites presently owned or operated by OSI any of them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by OSI the Company or any Company Subsidiary has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI neither the Company nor any Company Subsidiary (or any agent or contractor of OSIeither) has not transported or arranged for the transportation of any solid wastesSolid Wastes, hazardous wastes Hazardous Wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any claim against OSIthe Company, T-NDE any Company Subsidiary or any Subsidiary of T-NDEApple, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties owned or operated by OSI the Company or any Company Subsidiary from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI The Company has provided T-NDE Apple with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI the Company or any Company Subsidiary respecting any facility, site or other property presently owned or operated by OSIthe Company and each Company Subsidiary.

Certain Environmental Matters. Except as accurately disclosed in Schedule 3.15, Section 4.15 of the Disclosure Statement: (a) OSI has complied in all material respectsto the knowledge of the Company, the Company and each Company Subsidiary have complied, and remains remain in compliance in all material respectscompliance, to the knowledge of the Company, with the provisions of all Environmental Laws applicable to OSI any of them or any of its their respective presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI the Company and each Company Subsidiary of all sites presently owned or operated by OSI any of them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those the applicable Environmental Laws) at, from, in or on any site owned or operated by OSI the Company or any Company Subsidiary has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI (or neither the Company nor any agent or contractor of OSI) Company Subsidiary has not transported or arranged for the transportation of any solid wastesSolid Wastes, hazardous wastes Hazardous Wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any valid claim against OSIthe Company, T-NDE any Company Subsidiary, TMI or any Subsidiary of T-NDENewco, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties owned or operated by OSI the Company or any Company Subsidiary from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI The Company has provided T-NDE TMI with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI the Company or any Company Subsidiary respecting any facility, site or other property presently owned or operated by OSIthe Company and each Company Subsidiary.

Certain Environmental Matters. Except as accurately disclosed in Schedule 3.15, Section 4.15 of the Disclosure Statement: (a) OSI to the knowledge of the Company, the Company has complied in all material respectscomplied, and remains in compliance in all material respectscompliance, with the provisions of all Environmental Laws applicable to OSI it or any of its it presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI the Company of all sites presently owned or operated by OSI any of it where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those the applicable Environmental Laws) at, from, in or on any site owned or operated by OSI the Company has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that the release had not occurred; (c) OSI (or any agent or contractor of OSI) the Company has not transported or arranged for the transportation of any solid wastesSolid Wastes, hazardous wastes Hazardous Wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any valid claim against OSIthe Company, T-NDE Purchaser or any Subsidiary of T-NDENewco, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist exist, or, to the knowledge of the Company, has existed, on or under any of the properties owned or operated by OSI the Company from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI The Company has provided T-NDE Purchaser with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI the Company respecting any facility, site or other property presently now or previously owned or operated by OSIthe Company.

Certain Environmental Matters. Except To the best knowledge of the Company and its officers, except as disclosed in Schedule 3.15, 2.14: (a) OSI the Company has complied in all material respects, and remains in compliance in all material respects, with the provisions of all Environmental Laws applicable to OSI the Acquired Business or any of its presently owned or operated facilities, sites or other properties, businesses and operations the Assets and which relate to the reporting by OSI the Company of all sites presently owned or operated by OSI it and included (or a lease of which is included) in the Assets where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by OSI the Company and included (or a lease of which is included) in the Assets has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI (or neither the Company nor any agent or contractor of OSI) the Company has not transported or arranged for the transportation of any solid wastesSolid Wastes, hazardous wastes Hazardous Wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any claim against OSIthe Acquired Business, T-NDE Purchaser or any Subsidiary of T-NDEPurchaser, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties owned or operated by OSI the Company and included (or a lease of which is included) in the Assets from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI The Company has provided T-NDE Purchaser with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI the Company respecting any facility, site or other property presently owned or operated by OSIthe Company and included (or a lease of which is included) in the Assets.

Certain Environmental Matters. Except as disclosed in Schedule 3.15, (a) OSI (i) The Borrower is not in material violation (and has complied not received any notice that it is in all material respectsviolation) of any Environmental Law and has not in the past been in material violation of any Environmental Law, which violation remains unresolved, (ii) the Borrower has not (and remains in compliance in all material respects, with the provisions of all Environmental Laws applicable to OSI has not received any notice that it or any of its presently owned third party has) used, Released, discharged, generated, manufactured, produced, stored or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI of all sites presently owned or operated by OSI where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of in, on, under or otherwise handled; (b) no release (as defined in those affecting the Project Properties or the improvements or any other Real Property owned, operated or leased by the Borrower, or transported thereto or therefrom, any Materials of Environmental Laws) at, from, in or on any site owned or operated by OSI has occurred which, if all relevant facts were known to the relevant Governmental Authorities, Concern that would reasonably could be expected to require remediation subject the Borrower to avoid deed record noticesliability or interfere with the Project, restrictions(iii) to the knowledge of the Borrower after reasonable inquiry, liabilities there are no species of organism protected under any applicable Environmental Laws, historical or cultural artifacts, wetlands or underground tanks (whether operative or temporarily or permanently closed) located on the Substation Sites or the improvements thereon or, to the knowledge of the Borrower, any other consequences that Real Property owned, operated or leased by the Borrower, the presence of which would not be have a material impact on the Project and (iv) there are no Materials of Environmental Concern used, stored or present at, on or affecting the Substation Sites or the improvements thereon or to the knowledge of the Borrower, any other Real Property owned, operated or leased by the Borrower other than those Materials of Environmental Concern used, stored or otherwise managed in material compliance with the requirements of all applicable if that release had not occurred; (c) OSI (or any agent or contractor of OSI) has not transported or arranged for the transportation of any solid wastes, hazardous wastes or hazardous substances to, as such terms are defined in the Comprehensive Environmental Response, CompensationLaws, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereof, any off-site location in a manner that could lead not reasonably be expected to result in any claim against OSI, T-NDE or any Subsidiary of T-NDE, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage material liability to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties owned or operated by OSI from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI has provided T-NDE with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI respecting any facility, site or other property presently owned or operated by OSIBorrower.

Certain Environmental Matters. Except (1) as disclosed described in Schedule 3.15Registration Statement, the Pricing Disclosure Package and the Prospectus or (2) as would not reasonably be expected to have a Material Adverse Effect, (ai) OSI has complied in all material respects, and remains in compliance in all material respects, with there are no claims against the provisions of all Environmental Laws applicable to OSI Company or any of its presently owned subsidiaries alleging potential liability under or operated facilitiesresponsibility for violation of any Environmental Law (as defined below) related to their respective businesses, sites or other operations and properties, businesses and their respective businesses, operations and which relate to properties are in compliance with applicable Environmental Laws; (ii) none of the reporting by OSI of all sites presently properties currently or formerly owned or operated by OSI where Solid Wastesthe Company or any of its subsidiaries is listed or, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by OSI has occurred which, if all relevant facts were known to the relevant Governmental Authoritiesknowledge of the Company, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI (or any agent or contractor of OSI) has not transported or arranged proposed for listing on the transportation of any solid wastes, hazardous wastes or hazardous substances to, as such terms are defined in National Priorities List under the Comprehensive Environmental Response, Compensation, Compensation and Liability Act of 1980 or on the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the Resource Conservation and Recovery Act U.S. Environmental Protection Agency or any analogous foreign, state or local list; (iii) there are no and, to the knowledge of 1976the Company, never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials (as defined below) are being or have been treated, stored or disposed or arranged for the disposition thereof, on any off-site location that could lead to any claim against OSI, T-NDE or any Subsidiary of T-NDE, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties currently owned or operated by OSI from which the Company or any Solid Wastes, Hazardous Wastes of its subsidiaries; (iv) there is no asbestos or Hazardous Substances have been released into the surrounding environment. OSI has provided Tasbestos-NDE with copies (containing material on or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI respecting at any facility, site or other property presently currently owned or operated by OSI.the Company or any of its subsidiaries requiring investigation, remediation, mitigation, removal, or assessment, or other response, remedial or corrective action, pursuant to Environmental Law; (v) there have been no Releases (as defined below) of Hazardous Material on, at, under or from any property currently or, to the knowledge of the Company, formerly owned or operated by the Company or any of its subsidiaries; (vi) properties currently owned or operated by the Company or any of its subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (x) constitute a violation of, (y) require response or other corrective action under, or (z) could be reasonably expected to give rise to liability under, Environmental Laws; (vii) none of the Company or any of its subsidiaries is undertaking, and has not completed, either individually or together with other parties, any investigation, response or other corrective action relating to any actual or threatened Release of Hazardous Materials at any location, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation response or other corrective action that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; and (viii) all Hazardous Materials generated, used, treated, handled, or stored at, or transported or arranged for transport to or from, any property or facility currently or, to the knowledge of the Company, formerly owned or operated by the Company or any of its subsidiaries have been disposed of in a manner that would not reasonably be expected to result in a Material Adverse Effect. As used herein: (i) “Environmental Laws” means any and all current or future federal, state, local and foreign statutes, laws, including common law, regulations or ordinances, rules, judgments, orders, decrees, permits licenses or restrictions imposed by a Governmental Authority relating to pollution or protection of the environment and protection of human health (to the extent relating to exposure to Hazardous Materials), including those relating to the generation, use, handling, storage, transportation, treatment or Release or threat of Release of Hazardous Materials; (ii)“Hazardous Materials” means all explosive or radioactive substances or wastes and all

Certain Environmental Matters. Except as disclosed in set forth on Schedule 3.154.24 hereto, (a) OSI to the knowledge of the Company, the Company Group has complied in all material respectscomplied, and remains in compliance in all material respectscompliance, with the provisions of all Environmental Laws (as defined below) applicable to OSI it or any of its presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI the Company Group of all sites presently owned or operated by OSI any of it where Solid Wastes, Hazardous Wastes or Hazardous Substances (as defined below) have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those the applicable Environmental Laws) at, from, in or on any site owned or operated by OSI the Company Group has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that the release had not occurred; (c) OSI (or any agent or contractor of OSI) the Company has not transported or arranged for the transportation of any solid wastesSolid Wastes, hazardous wastes Hazardous Wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any valid claim against OSIthe Company, T-NDE Purchaser or any Subsidiary of T-NDENewco, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under the Comprehensive Environmental Response, Conservation and Liability Act of 1980 ("CERCLA"); and (d) no storage tanks exist exist, or, to the knowledge of the Company, have existed, on or under any of the properties owned or operated by OSI the Company Group from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI has provided T-NDE with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI respecting any facility, site or other property presently owned or operated by OSI.any

Certain Environmental Matters. Except as accurately disclosed in Schedule 3.15, 2.15: (a) OSI has complied in all material respectsthe Company and each Company Subsidiary have complied, and remains remain in compliance in all material respectscompliance, with the provisions of all Environmental Laws applicable to OSI any of them or any of its their respective presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI the Company and each Company Subsidiary of all sites presently owned or operated by OSI any of them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by OSI the Company or any Company Subsidiary has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI neither the Company nor any Company Subsidiary (or any agent or contractor of OSIeither) has not transported or arranged for the transportation of any solid wastesSolid Wastes, hazardous wastes Hazardous Wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any claim against OSIthe Company, T-NDE any Company Subsidiary, ARS or any Subsidiary of T-NDEARS, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties owned or operated by OSI the Company or any Company Subsidiary from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI The Company has provided T-NDE ARS with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI the Company or any Company Subsidiary respecting any facility, site or other property presently owned or operated by OSIthe Company and each Company Subsidiary.

Certain Environmental Matters. Except as disclosed in Schedule 3.15, SCHEDULE 3.13(a): (a) OSI has the Sellers and the Predecessors have complied in all material respects, and remains remain in compliance in all material respects, with the provisions of all Environmental Laws applicable to OSI either of them or any of its their respective presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI the Sellers of all sites presently owned or operated by OSI any of them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by OSI the Sellers has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI neither of the Sellers nor any of the Predecessors (or any agent or contractor of OSIeither) has not transported or arranged for the transportation of any solid wastesSolid Wastes, hazardous wastes Hazardous Wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any claim against OSIthe Sellers, T-NDE SLL, Buyer or any other Subsidiary of T-NDESLL, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties owned or operated by OSI the Sellers from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI has provided T-NDE with copies (or if not available, accurate written summariesSCHEDULE 3.13(b) of lists all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI the Sellers respecting any facility, site or other property presently owned or operated by OSIthe Sellers, copies of (or, if not available, accurate written summaries) which have been provided to SLL.

Certain Environmental Matters. Except (i) as disclosed described in Schedule 3.15the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, (aA) OSI has complied in all material respects, and remains in compliance in all material respects, with there are no claims against the provisions of all Environmental Laws applicable to OSI Company or any of its presently owned subsidiaries alleging potential liability under or operated facilitiesresponsibility for violation of any Environmental Law (as defined below) related to their respective businesses, sites or other operations and properties, businesses and their respective businesses, operations and which relate to properties are in compliance with applicable Environmental Laws; (B) none of the reporting by OSI of all sites presently properties currently or formerly owned or operated by OSI where Solid Wastesthe Company or any of its subsidiaries is listed or, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by OSI has occurred which, if all relevant facts were known to the relevant Governmental Authoritiesknowledge of the Company, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI (or any agent or contractor of OSI) has not transported or arranged proposed for listing on the transportation of any solid wastes, hazardous wastes or hazardous substances to, as such terms are defined in National Priorities List under the Comprehensive Environmental Response, Compensation, Compensation and Liability Act of 1980 or on the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the Resource Conservation and Recovery Act U.S. Environmental Protection Agency or any analogous foreign, state or local list; (C) there are no and, to the knowledge of 1976the Company, never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials (as defined below) are being or have been treated, stored or disposed or arranged for the disposition thereof, on any off-site location that could lead to any claim against OSI, T-NDE or any Subsidiary of T-NDE, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties currently owned or operated by OSI from which the Company or any Solid Wastes, Hazardous Wastes of its subsidiaries; (D) there is no asbestos or Hazardous Substances have been released into the surrounding environment. OSI has provided Tasbestos-NDE with copies (containing material on or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI respecting at any facility, site or other property presently currently owned or operated by OSIthe Company or any of its subsidiaries requiring investigation, remediation, mitigation, removal or assessment, or other response, remedial or corrective action, pursuant to Environmental Law; (E) there have been no Releases (as defined below) of Hazardous Material on, at, under or from any property currently or, to the knowledge of the Company, formerly owned or operated by the Company or any of its subsidiaries; (F) properties currently owned or operated by the Company or any of its subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (x) constitute a violation of, (y) require response or other corrective action under or (z) could be reasonably expected to give rise to liability under, Environmental Laws; (G) none of the Company or any of its subsidiaries is undertaking, and has not completed, either individually or together with other parties, any investigation, response or other corrective action relating to any actual or threatened Release of Hazardous Materials at any location, either voluntarily or pursuant to the order of any Governmental Authority (as defined below) or the requirements of any Environmental Law; and (H) all Hazardous Materials generated, used, treated, handled or stored at, or transported or arranged for transport to or from, any property or facility currently or, to the knowledge of the Company, formerly owned or operated by the Company or any of its subsidiaries have been disposed of in a manner that would not reasonably be expected to result in a liability to the Company under the Environmental Laws. As used herein: (1) “Environmental Laws” means any and all current or future federal, state, local and foreign statutes, laws, including common law, regulations or ordinances, rules, judgments, orders, decrees, permits licenses or restrictions imposed by a Governmental Authority relating to pollution or protection of the environment and protection of human health (to the extent relating to exposure to Hazardous Materials), including those relating to the generation, use, handling, storage, transportation, treatment or Release or threat of Release of Hazardous Materials; (2)“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, toxic mold, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated as “hazardous” or “toxic,” or as a “pollutant” or a “contaminant,” pursuant to any Environmental Law; (3) “Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material) into the environment or into, from or through any building or structure; and (4) “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

Certain Environmental Matters. Except as accurately disclosed in Schedule 3.154.16 of the Disclosure Statement, (a) OSI has complied in all material respectsto the knowledge of the Company and the Management Stockholders, the Company and each Company Subsidiary have complied, and remains remain in compliance in all material respectscompliance, with the provisions of all Environmental Laws applicable to OSI any of them or any of its their respective presently owned or operated facilities, sites sites, or other properties, businesses businesses, and operations and which relate to the reporting by OSI of all sites presently owned or operated by OSI where Solid Wastesoperations; (b) except as accurately disclosed in Schedule 4.16(b), Hazardous Wastes or no Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) released at, from, in in, or on any site owned or operated by OSI has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities Company or other consequences that would not be any Company Subsidiary in violation of applicable if that release had not occurredEnvironmental Laws; (c) OSI except as accurately disclosed in Schedule 4.16(c), neither the Company nor any Company Subsidiary (or any agent or contractor of OSIeither) has not transported or arranged for the transportation of any solid wastes, hazardous wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Hazardous Substances at, any off-site location that could lead to any claim against OSIthe Company, T-NDE any Company Subsidiary, IDG, or any Affiliate or Subsidiary of T-NDEIDG, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury injury, or property damage, including any claim under CERCLAEnvironmental Laws; and (d) except as accurately disclosed in Schedule 4.16(d), no storage tanks existed or exist on or under any of the properties owned owned, leased, or operated by OSI the Company or any Company Subsidiary from which any Solid Wastes, Hazardous Wastes or Hazardous Substances could have been released into the surrounding environment. OSI The Company has provided T-NDE IDG with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews reviews, inspections, and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI the Company or any Company Subsidiary respecting any facility, site site, or other property presently owned owned, leased, or operated by OSIthe Company or any Company Subsidiary.

Certain Environmental Matters. Except as accurately disclosed in Schedule 3.15, Section 4.15 of the Disclosure Statement: (a) OSI has complied in all material respectsto the knowledge of the Company, the Company and each Company Subsidiary have complied, and remains are in compliance in all material respectscompliance, with the provisions of all Environmental Laws applicable to OSI any of them or any of its their respective presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI the Company and each Company Subsidiary of all sites presently owned or operated by OSI any of them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those the applicable Environmental Laws) at, from, in or on any site owned or operated leased by OSI the Company or any Company Subsidiary has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that the release had not occurred; (c) OSI (or neither the Company nor any agent or contractor of OSI) Company Subsidiary has not transported or arranged for the transportation of any solid wastesSolid Wastes, hazardous wastes Hazardous Wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that reasonably could be expected to lead to any valid claim against OSIthe Company, T-NDE any Company Subsidiary, OEI or any Subsidiary of T-NDENewco, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist exist, or, to the knowledge of the Company, has existed, on or under any of the properties owned or operated by OSI the Company or any Company Subsidiary from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI The Company has provided T-NDE OEI with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI the Company or any Company Subsidiary respecting any facility, site or other property presently now or previously owned or operated by OSIthe Company and each Company Subsidiary.

Certain Environmental Matters. Except as accurately disclosed in Schedule 3.15, Section 4.15 of the Disclosure Statement: (a) OSI has complied in all material respectsto the knowledge of the Seller, the Seller and each Seller Subsidiary have complied, and remains remain in compliance in all material respectscompliance, to the knowledge of the Seller, with the provisions of all Environmental Laws applicable to OSI any of them or any of its their respective presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI the Seller and each Seller Subsidiary of all sites presently owned or operated by OSI any of them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by OSI the Seller or any Seller Subsidiary has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI neither the Seller nor any Seller Subsidiary (or any agent or contractor of OSIeither) has not transported or arranged for the transportation of any solid wastesSolid Wastes, hazardous wastes Hazardous Wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any claim against OSIthe Seller, T-NDE any Seller Subsidiary or any Subsidiary of T-NDEApple, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties owned or operated by OSI the Seller or any Seller Subsidiary from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI The Seller has provided T-NDE Apple with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI the Seller or any Seller Subsidiary respecting any facility, site or other property presently owned or operated by OSIthe Seller and each Seller Subsidiary.

Certain Environmental Matters. Except as disclosed described in Schedule 3.15the Registration Statement, the Pricing Disclosure Package and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (ai) OSI has complied the Company and the Company’s subsidiaries and their respective operations and facilities are in all material respectscompliance with, and remains not subject to any known liabilities under, applicable Environmental Laws (as defined below), which compliance includes, without limitation, having obtained and being in compliance in with any permits, licenses or other governmental authorizations or approvals, and having made all material respectsfilings and provided all financial assurances and notices, required for the ownership and operation of the business, properties and facilities of the Company or the Company’s subsidiaries under applicable Environmental Laws, and compliance with the provisions terms and conditions thereof; (ii) none of all the Company or any of the Company’s subsidiaries have received any written communication, whether from a Governmental Entity, citizens group, employee or otherwise, that alleges that the Company or any of the Company’s subsidiaries, as applicable, is in violation of any Environmental Laws applicable Law which was received within two years prior to OSI the date hereof and remains unresolved; (iii) there is no claim, action or cause of action filed with a court or Governmental Entity, no investigation with respect to which the Company or any of the Company’s subsidiaries have received written notice, and no written notice by any person or entity alleging actual or potential liability on the part of the Company or any of the Company’s subsidiaries based on or pursuant to any Environmental Law pending or, to the best of the Company’s knowledge, threatened against the Company or any of the Company’s subsidiaries or any person or entity whose liability under or pursuant to any Environmental Law the Company or any of the Company’s subsidiaries has retained or assumed either contractually or by operation of law which was received within two years prior to the date hereof and remains unresolved; (iv) none of the Company or any of its presently owned subsidiaries is conducting or operated facilitiespaying for, sites in whole or in part, any investigation, response or other propertiescorrective action pursuant to any Environmental Law at any site or facility, businesses and operations and nor is any of them subject or a party to any order, judgment, decree, contract or agreement which relate to the reporting by OSI of all sites presently owned imposes any obligation or operated by OSI where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handledliability under any Environmental Law; (bv) no release (as defined in those lien, charge, encumbrance or restriction has been recorded pursuant to any Environmental Laws) atLaw with respect to any assets, fromfacility or property owned, in operated or on any site owned or operated leased by OSI has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI (Company or any agent or contractor of OSI) has not transported or arranged for the transportation of any solid wastes, hazardous wastes or hazardous substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereof, any off-site location that could lead to any claim against OSI, T-NDE or any Subsidiary of T-NDE, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLACompany’s subsidiaries; and (dvi) no storage tanks exist on or under any to the best knowledge of the properties owned Company, there are no past or operated by OSI from which any Solid Wastespresent actions, Hazardous Wastes activities, circumstances, conditions or Hazardous Substances have been released into occurrences, including, without limitation, the surrounding environment. OSI has provided T-NDE with copies Release (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI respecting any facility, site or other property presently owned or operated by OSI.as defined

Certain Environmental Matters. Except as disclosed in Schedule 3.15Since January 23, 1984, and to the knowledge of the Selling Stockholders prior to that date, (a) OSI has complied except as accurately disclosed in all material respectsSchedule 4.15(a), the Company and each Company Subsidiary have complied, and remains remain in compliance in all material Material respects, with the provisions of all Environmental Laws applicable to OSI any of them or any of its their respective presently owned or operated facilities, sites sites, or other properties, businesses businesses, and operations and which relate to the reporting by OSI of all sites presently owned or operated by OSI where Solid Wastesoperations; (b) except as accurately disclosed in Schedule 4.15(b), Hazardous Wastes or no Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) released at, from, in in, or on any site owned or operated by OSI has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities Company or other consequences that would not be any Company Subsidiary in violation of applicable if that release had not occurredEnvironmental Laws; (c) OSI except as accurately disclosed in Schedule 4.15(c), neither the Company nor any Company Subsidiary (or any agent or contractor of OSIeither) has not transported or arranged for the transportation of any solid wastes, hazardous wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Hazardous Substances at, any off-site location that could lead to any claim against OSIthe Company, T-NDE any Company Subsidiary, IDG, or any Affiliate or Subsidiary of T-NDEIDG, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury injury, or property damage, including any claim under CERCLAEnvironmental Laws; and (d) except as accurately disclosed in Schedule 4.15(d), no storage tanks existed or exist on or under any of the properties owned owned, leased, or operated by OSI the Company or any Company Subsidiary from which any Solid Wastes, Hazardous Wastes or Hazardous Substances could have been released into the surrounding environment. OSI The Company has provided T-NDE IDG with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews reviews, inspections, and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI the Company or any Company Subsidiary respecting any facility, site site, or other property presently owned owned, leased, or operated by OSIthe Company or any Company Subsidiary.

Certain Environmental Matters. Except as disclosed in on Schedule 3.15, 3.8 ----------------------------- ------------ attached hereto: (a) OSI Seller has complied in all material respects, and remains in compliance in all material respects, with the provisions of obtained all Environmental Laws applicable to OSI Permits required or any desirable for the operation of its presently owned the Business or operated facilities, sites or other properties, businesses the Acquired Assets and operations such Environmental Permits are valid and which relate to the reporting by OSI of all sites presently owned or operated by OSI where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handledin full force and effect; (b) neither the Business, any of the Acquired Assets nor the Real Properties violate any applicable Environmental Law or Environmental Permit in effect as of the date hereof and no release (as defined in those Environmental Laws) at, from, in condition or on any site owned or operated by OSI event has occurred which, if all relevant facts were known to the relevant Governmental Authoritieswith notice, reasonably could be expected to require remediation to avoid deed record noticeslapse of time or both, restrictions, liabilities or other consequences that would not be applicable if that release had not occurredconstitute any such violation; (c) OSI neither the Seller nor any other Person has stored or used any pollutants, contaminants or hazardous or toxic wastes, substances or materials on or at the Real Properties; (d) Seller has not received notice from any Person advising that any of the Real Properties or Acquired Assets or the operation of the Business violates any Environmental Law or any Environmental Permit or that Seller is responsible (or any agent or contractor of OSIpotentially responsible) has not transported or arranged for the transportation cleanup of any solid pollutants, contaminants or hazardous or toxic wastes, hazardous wastes substances or materials at, on or beneath the Real Properties or at, on or beneath any land adjacent thereto or any other property and, to the knowledge of Seller and Principal, no such notice is threatened; (e) Seller, Principal and the Shareholder are not aware of any fact or circumstance that would give rise to any claim, suit, proceeding or investigation related to the manufacture, distribution, use, treatment, storage, disposal, discharge or release of any industrial, toxic or hazardous substance or waste in connection with the Business, the Acquired Assets or the Real Properties; (f) neither Seller nor any other Person has buried, dumped, disposed, spilled or released any pollutants, contaminants or hazardous or toxic wastes, substances toor materials on, as beneath or about the Real Properties or any property adjacent thereto or any other property; (g) no parcel of the Real Properties nor any land adjacent to any such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged parcel has been used for the disposition thereofdisposal, any off-site location that could lead to any claim against OSI, T-NDE processing or any Subsidiary treatment of T-NDE, waste or as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLAdump site; and (dh) no storage tanks exist on are or have been on, at or under any the Real Properties. Seller has timely filed all reports required to be filed with respect to the Real Properties, the Acquired Assets and the operation of the properties owned or operated by OSI from which Business and has generated and maintained all required data, documentation and records under any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI has provided T-NDE applicable Environmental Laws and Environmental Permits with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI respecting any facility, site or other property presently owned or operated by OSIrespect thereto.

Certain Environmental Matters. Except as accurately disclosed in Schedule 3.15, Section 4.15 of the Disclosure Statement: (a) OSI to the knowledge of the Owner, the Owner has complied in all material respectscomplied, and remains in compliance in all material respectscompliance, to the knowledge of the Owner, with the provisions of all Environmental Laws applicable to OSI the Owner or any of its his presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI the Owner of all sites presently owned or operated by OSI any of them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by OSI the Owner has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI the Owner has not (or nor has any agent or contractor of OSIthe Owner) has not transported or arranged for the transportation of any solid wastesSolid Wastes, hazardous wastes Hazardous Wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any claim against OSI, T-NDE the Owner or any Subsidiary of T-NDEApple, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties owned or operated by OSI the Owner from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI The Owner has provided T-NDE Apple with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI the Owner respecting any facility, site or other property presently owned or operated by OSIthe Owner.

Certain Environmental Matters. Except as accurately disclosed in Schedule 3.15, Section 4.15 of the Disclosure Statement: (a) OSI has complied in all material respectsto the knowledge of the Company, the Company and each Company Subsidiary have complied, and remains remain in compliance in all material respectscompliance, with the provisions of all Environmental Laws applicable to OSI any of them or any of its their respective presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI the Company and each Company Subsidiary of all sites presently owned or operated by OSI any of them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those the applicable Environmental Laws) at, from, in or on any site owned or operated by OSI the Company or any Company Subsidiary has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that the release had not occurred; (c) OSI (or neither the Company nor any agent or contractor of OSI) Company Subsidiary has not transported or arranged for the transportation of any solid wastesSolid Wastes, hazardous wastes Hazardous Wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any valid claim against OSIthe Company, T-NDE any Company Subsidiary, WORK or any Subsidiary of T-NDENewco, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist exist, or, to the knowledge of the Company, has existed, on or under any of the properties owned or operated by OSI the Company or any Company Subsidiary from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI The Company has provided T-NDE WORK with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI the Company or any Company Subsidiary respecting any facility, site or other property presently now or previously owned or operated by OSIthe Company or any Company Subsidiary.

Certain Environmental Matters. Except as accurately disclosed in Schedule 3.15, SCHEDULE 4.15: (a) OSI to the knowledge of the Company, the MTM Stockholders and the Stockholder, the Company has complied in all material respectscomplied, and remains in compliance in all material respectscompliance, with the provisions of all Environmental Laws applicable to OSI it or any of its presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI the Company of all sites presently owned or operated by OSI it where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those the applicable Environmental Laws) at, from, in or on any site owned or operated by OSI the Company has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that the release had not occurred; (c) OSI (or any agent or contractor of OSI) the Company has not transported or arranged for the transportation of any solid wastesSolid Wastes, hazardous wastes Hazardous Wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any valid claim against OSIthe Company, T-NDE Purchaser or any Subsidiary of T-NDEMerger Sub, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist exist, or, to the knowledge of the Company, the MTM Stockholders and the Stockholder, have existed, on or under any of the properties owned or operated by OSI the Company from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI The Company has provided T-NDE Purchaser with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on its behalf, or which otherwise are in the possession, of OSI the Company respecting any facility, site or other property presently now or previously owned or operated by OSIthe Company.

Certain Environmental Matters. Except as accurately disclosed in Schedule 3.15, Section 4.15 of the Disclosure Statement: (a) OSI has complied in all material respectsto the knowledge of the Company, the Company and each Company Subsidiary have complied, and remains remain in compliance in all material respectscompliance, to the knowledge of the Company, with the provisions of all Environmental Laws applicable to OSI any of them or any of its their respective presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI the Company and each Company Subsidiary of all sites presently owned or operated by OSI any of them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by OSI the Company or any Company Subsidiary has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI neither the Company nor any Company Subsidiary (or any agent or contractor of OSIeither) has not transported or arranged for the transportation of any solid wastesSolid Wastes, hazardous wastes Hazardous Wastes or hazardous substances Hazardous Substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereofof any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any claim against OSIthe Company, T-NDE any Company Subsidiary, ARS or any Subsidiary of T-NDENewco, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties owned or operated by OSI the Company or any Company Subsidiary from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI The Company has provided T-NDE ARS with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI the Company or any Company Subsidiary respecting any facility, site or other property presently owned or operated by OSIthe Company and each Company Subsidiary.

Certain Environmental Matters. Except as disclosed in on Schedule 3.15, 3.8 ----------------------------- ------------ attached hereto: (a) OSI Seller has complied in all material respects, and remains in compliance in all material respects, with the provisions of obtained all Environmental Laws applicable to OSI Permits required for the operation of the Business or any of its presently owned or operated facilities, sites or other properties, businesses the Acquired Assets and operations such Environmental Permits are valid and which relate to the reporting by OSI of all sites presently owned or operated by OSI where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handledin full force and effect; (b) neither the Business, any of the Acquired Assets nor the Real Property violate any applicable Environmental Law or Environmental Permit in effect as of the date hereof and, to the knowledge of Seller and Shareholder, no release (as defined in those Environmental Laws) at, from, in condition or on any site owned or operated by OSI event has occurred which, if all relevant facts were known to the relevant Governmental Authoritieswith notice, reasonably could be expected to require remediation to avoid deed record noticeslapse of time or both, restrictions, liabilities or other consequences that would not be applicable if that release had not occurredconstitute any such violation; (c) OSI neither the Seller nor, to the knowledge of Seller and Shareholder, any other person has stored or used any pollutants, contaminants or hazardous or toxic wastes, substances or materials on or at the Real Property; (d) Seller has not received notice from any person advising that any of the Real Property or Acquired Assets or the operation of the Business violates any Environmental Law or any Environmental Permit or that any Seller is responsible (or any agent or contractor of OSIpotentially responsible) has not transported or arranged for the transportation cleanup of any solid pollutants, contaminants or hazardous or toxic wastes, hazardous wastes substances or materials at, on or beneath the Real Property or at, on or beneath any land adjacent thereto or any other property and, to the knowledge of Seller and Shareholder, no such notice is threatened; (e) Seller and Shareholder are not aware of any fact or circumstance that would give rise to any claim, suit, proceeding or investigation related to the manufacture, distribution, use, treatment, storage, disposal, discharge or release of any industrial, toxic or hazardous substance or waste in connection with the Business, the Acquired Assets or the Real Property; (f) neither Seller nor, to the knowledge of Seller and Shareholder, any other person has buried, dumped, disposed, spilled or released any pollutants, contaminants or hazardous or toxic wastes, substances toor materials on, as such terms are defined in beneath or about the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and Property or any property adjacent thereto or any other property; (g) neither the Resource Conservation and Recovery Act of 1976, or disposed or arranged Real Property nor any land adjacent thereto has been used for the disposition thereofdisposal, any off-site location that could lead to any claim against OSI, T-NDE processing or any Subsidiary treatment of T-NDE, waste or as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLAdump site; and (dh) no storage tanks exist on are or, to the knowledge of Seller and Shareholder, have been on, at or under any the Real Property. Seller has timely filed all reports required to be filed with respect to the Real Property, the Acquired Assets and the operation of the properties owned or operated by OSI from which Business and has generated and maintained all required data, documentation and records under any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI has provided T-NDE applicable Environmental Laws and Environmental Permits with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI respecting any facility, site or other property presently owned or operated by OSIrespect thereto.

Certain Environmental Matters. Except as disclosed in on Schedule 3.15, 2.13: (a) OSI neither the business or operation of Seller nor the Real Property as currently used violates any applicable Environmental Law in effect as of the date hereof and no condition or event has complied in all material respects, and remains in compliance in all material respectsoccurred which, with notice or the provisions passage of all Environmental Laws applicable time or both, would constitute a violation of any such law; (b) except as set forth on Schedule 2.13, the Real Property is not and has not been a site for the use, generation, manufacture, discharge, assembly, processing, storage, release, disposal, or transportation to OSI or from of any Hazardous Substances; (c) none of Seller or any of its presently owned partners has received any notice from any Governmental Agency or operated facilitiesprivate entity advising it that the Real Property or the operation of Seller's or EDC's business is in violation of any Environmental Law or any applicable Environmental Permit or that any of them is responsible (or potentially responsible) for the cleanup of any Hazardous Substances at, sites on or beneath the Real Property or at, on or beneath any land adjacent thereto or in connection with any Waste or Contamination Site; (d) neither the Real Property nor the operation thereof is the subject of Federal, state, local or private litigation or proceedings involving a demand for damages or other propertiespotential liability with respect to violations of Environmental Laws; (e) Seller has not buried, businesses and operations and which relate to the reporting by OSI of all sites presently owned dumped, disposed, spilled, discharged, emitted or operated by OSI where Solid Wastes, Hazardous Wastes or released any Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) at, from, in on, beneath or on any site owned or operated by OSI has occurred which, if all relevant facts were known to about the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI (Real Property or any agent or contractor of OSI) has not transported or arranged for the transportation of any solid wastes, hazardous wastes or hazardous substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or disposed or arranged for the disposition thereof, any off-site location that could lead to any claim against OSI, T-NDE or any Subsidiary of T-NDE, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLAadjacent thereto; and (df) no storage tanks exist on by-products of any manufacturing process or operation of the Real Property which may constitute Hazardous Substances are currently stored or otherwise located at the Real Property. The Seller has timely filed all reports required to be filed with respect to the Real Property and the operation of its or (EDC's) business, and has generated and maintained all required data, documentation and records, under any of the properties owned or operated by OSI from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. OSI has provided T-NDE applicable Environmental Laws with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI respecting any facility, site or other property presently owned or operated by OSIrespect thereto.

Certain Environmental Matters. Except (1) as disclosed described in Schedule 3.15Registration Statement, the Pricing Disclosure Package and the Prospectus or (2) as would not reasonably be expected to have a Material Adverse Effect, (ai) OSI has complied in all material respects, and remains in compliance in all material respects, with there are no claims against the provisions of all Environmental Laws applicable to OSI Company or any of its presently owned subsidiaries alleging potential liability under or operated facilitiesresponsibility for violation of any Environmental Law (as defined below) related to their respective businesses, sites or other operations and properties, businesses and their respective businesses, operations and which relate to properties are in compliance with applicable Environmental Laws; (ii) none of the reporting by OSI of all sites presently properties currently or formerly owned or operated by OSI where Solid Wastesthe Company or any of its subsidiaries is listed or, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by OSI has occurred which, if all relevant facts were known to the relevant Governmental Authoritiesknowledge of the Company, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if that release had not occurred; (c) OSI (or any agent or contractor of OSI) has not transported or arranged proposed for listing on the transportation of any solid wastes, hazardous wastes or hazardous substances to, as such terms are defined in National Priorities List under the Comprehensive Environmental Response, Compensation, Compensation and Liability Act of 1980 or on the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the Resource Conservation and Recovery Act U.S. Environmental Protection Agency or any analogous foreign, state or local list; (iii) there are no and, to the knowledge of 1976the Company, never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials (as defined below) are being or have been treated, stored or disposed or arranged for the disposition thereof, on any off-site location that could lead to any claim against OSI, T-NDE or any Subsidiary of T-NDE, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and (d) no storage tanks exist on or under any of the properties currently owned or operated by OSI from which the Company or any Solid Wastes, Hazardous Wastes of its subsidiaries; (iv) there is no asbestos or Hazardous Substances have been released into the surrounding environment. OSI has provided Tasbestos-NDE with copies (containing material on or if not available, accurate written summaries) of all environmental investigations, studies, audits, reviews and other analyses conducted by or on behalf, or which otherwise are in the possession, of OSI respecting at any facility, site or other property presently currently owned or operated by OSI.the Company or any of its subsidiaries requiring investigation, remediation, mitigation, removal, or assessment, or other response, remedial or corrective action, pursuant to Environmental Law; (v) there have been no Releases (as defined below) of Hazardous Material on, at, under or from any property currently or, to the knowledge of the Company, formerly owned or operated by the Company or any of its subsidiaries; (vi) properties currently owned or operated by the Company or any of its subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (x) constitute a violation of, (y) require response or other corrective action under, or (z) could be reasonably expected to give rise to liability under, Environmental Laws; (vii) none of the Company or any of its subsidiaries is undertaking, and has not completed, either individually or together with other parties, any investigation, response or other corrective action relating to any actual or threatened Release of Hazardous Materials at any location, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation response or other corrective action that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; and (viii) all Hazardous Materials generated, used, treated, handled, or stored at, or transported or arranged for transport to or from, any property or facility currently or, to the knowledge of the Company, formerly owned or operated by the Company or any of its subsidiaries have been disposed of in a manner that would not reasonably be expected to result in a Material Adverse Effect. As used herein: (i) “Environmental Laws” means any and all current or future federal, state, local and foreign statutes, laws, including common law, regulations or ordinances, rules, judgments, orders, decrees, permits licenses or restrictions imposed by a Governmental Authority relating to pollution or protection of the environment and protection of human health (to the extent relating to exposure to Hazardous Materials), including those relating to the generation, use, handling, storage, transportation, treatment or Release or threat of Release of Hazardous Materials;