Common use of Environmental, Health and Safety Matters Clause in Contracts

Environmental, Health and Safety Matters. (a) The Acquired Companies are, and at all times have been, in full compliance with, and have not been and are not in Contravention of or liable under, any Environmental Law or Occupational Safety and Health Law, except where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None of the Acquired Companies has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible received, any actual or threatened Order, notice or other communication from (i) any Governmental Body or other Person acting in the public interest, or (ii) the current or prior owner or operator of any Facility, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to any Facility or other property or asset (whether real, personal or mixed) in which any of the Acquired Companies has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any of the Acquired Companies or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or received, except where such violation or failure to comply with any Environmental Law, or such obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities does not have, and is not reasonably likely to have, a Company Material Adverse Effect.

Environmental, Health and Safety Matters. Except as set forth in Schedule 4.13, (a) The Acquired Companies arethe Seller Parties and the Corporation are in compliance with all Environmental Laws (as defined below) and other federal, state and at all times have beenlocal health and safety requirements (jointly with the Environmental Laws, the “Environmental, Health and Safety Requirements”) in full compliance withconnection with owning, using, maintaining and operating the Business; (b) the premises leased under the Lease Agreement are and have been in compliance with all Environmental, Health and Safety Requirements; (c) Seller Parties and the Corporation have not been and are not in Contravention of used, stored, treated, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposed, or liable released any hazardous materials on, under, at, to, from or in any Environmental Law way affecting any real property owned, operated or Occupational Safety and Health Law, except where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None of used at any time by the Acquired Companies has Business in any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible received, any actual or threatened Order, notice or other communication from manner that (i) any Governmental Body constituted or other Person acting in the public interest, or (ii) the current or prior owner or operator of any Facility, of any actual or potential constitutes a violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to any Facility or other property or asset (whether real, personal or mixed) in which any of the Acquired Companies has had an interestRequirements, or with respect to any property (ii) required or Facility at requires remediation or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any of the Acquired Companies or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or received, except where such violation or failure to comply with any Environmental Law, or such obligation to undertake or bear the cost of abatement under any Environmental, Health and Safety Liabilities does not haveRequirements; (d) none of the Seller Parties or the Corporation or the Business has agreed to indemnify or hold harmless any other person for any violation of Environmental, Health and Safety Requirements or any remediation required thereunder and, to the extent that either is subject to such an agreement, none of the Seller Parties or the Corporation or the Business have been subject to a claim to so indemnify or hold harmless any such other person and, to Seller Parties’ knowledge, there are no circumstances that could reasonably be expected to result in such a claim; (g) none of the Seller Parties or the Corporation or the Business have given any release or waiver of liability related to the presence of any Hazardous Materials; and (h) Seller Parties and the Corporation have delivered to Purchaser true and complete copies and results of all permits, environmental reports, investigations, disclosures, studies, sampling results, analyses, assessments, tests, plans, and is not reasonably likely audits that are in the possession or control of Seller Parties and the Corporation related to havethe Business, a Company Material Adverse Effectand any real property operated or used at any time by the Business. All Permits required to be held by Seller Parties and the Corporation or the Business pursuant to Environmental, Health and Safety Requirements are set forth on Schedule 4.11.

Environmental, Health and Safety Matters. (a) The Acquired Companies areExcept as set forth on Schedule 6.16, and Seller has not caused or contributed to any condition or potential condition existing at all times have been, in full compliance with, and have not been and are not in Contravention of any leased or liable under, any Environmental Law or Occupational Safety and Health Law, except where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None owned facility of the Acquired Companies has Seller or at any basis former facility of the Seller with respect to expectthe storage or release into the earth or its atmosphere of effluent, waste or other materials, solid liquid or gaseous, nor has any material been disposed of them or released in any way or manner, which would or may in the future cause the Buyer or its affiliates to be liable for damages, fines or penalties or to incur expenses (including without limitation legal and consulting fees) to investigate or correct any such condition or to meet with or otherwise communicate with any governmental unit or agency or public or private body in connection therewith. The Seller has never exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner, that would or may in the future cause the Buyer or its affiliates to be liable for damages, fines or penalties or to incur expenses (including without limitation legal and consulting fees) in connection with any claim of illness of or personal injury to any employee or other individual. Without limiting the generality of the foregoing, the Seller and its assets have been and are in compliance with all applicable laws and regulations regarding the environment, health, or safety. The Seller has not received any notice, nor to the knowledge of the Seller is any such notice pending, from any governmental, public or private body claiming any violation or potential violation of any zoning, building, health, safety or environmental law or ordinance, or requiring any work, repairs, construction, alterations, noise reduction, odor elimination, cleanup or installation, encapsulation or abatement which has not been complied with, and the Seller has delivered to the Buyer copies of each such notice, whether or not complied with. All of the assets of the Seller and all properties and equipment used at any time in or at the Stations have been free of asbestos, PCBs, methylene chloride, trichloroethylene, 1,2 trans-dichloroethylene, dioxins, dibenzofurans, and any "extremely hazardous substance" within the meaning set forth in Section 302 of the Emergency Planning and Community Right-to-know act of 1986, as amended. Schedule 6.16 lists each environmental permit relating to the Stations. Each such permit is transferable to the Buyer and renewable and would not be subject to materially different terms upon transfer or renewal. There is no plan, study or effort by any governmental authority or any other Person for whose conduct they are person, which may prevent or may be held responsible received, hinder the continued use of any actual real property owned or threatened Order, notice or other communication from (i) any Governmental Body or other Person acting leased by the Seller and used in the public interest, or (ii) the current or prior owner or operator of any Facility, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to any Facility or other property or asset (whether real, personal or mixed) in which any of the Acquired Companies has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any of the Acquired Companies or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or received, except where such violation or failure to comply with any Environmental Law, or such obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities does not have, and is not reasonably likely to have, a Company Material Adverse EffectStations' business.

Environmental, Health and Safety Matters. (a) The Acquired Companies are, and at all times have been, FAST Operating Entities are in full compliance with, and have not been and are not in Contravention violation of or liable underas a consequence of their operations and activities at any title under any environmental or health and safety law applicable in any of the jurisdictions in which they operate. The FAST Operating Entities have no basis to expect, nor have they or any other Person for whose conduct they are or may be held to be responsible as a consequence of their operations and activities, received, any Environmental Law actual or Occupational Safety and Health Lawthreatened order, except where notice, or other communication for (i) any actual or potential violation or failure to comply with, Contravention or liability under, any environmental or health and safety law, or (ii) any actual or threatened obligation to undertake or bear the cost of or Liability under such Environmental Law or Occupational Safety and Health Law does not haveany environmental, health, and is not reasonably likely safety liabilities with respect to havetheir Business, a Company Material Adverse Effect. None of or with respect to any real property at or to which hazardous or dangerous materials or ordinary waste material were generated, manufactured, refined, transferred, imported, used, or processed by the Acquired Companies has any basis to expect, nor has any of them FAST Operating Entities or any other Person for whose conduct they are or may be held responsible receivedas a consequence of their operations and activities.. All the waste material as defined by the law has always been treated and disposed of according to the laws, and the relevant registers duly kept and updated, and any actual discharge system, including emission in the air, duly authorized and operated accordingly. Except as indicated in Exhibit 9.10 to this Agreement, none of the FAST Operating Entities have any asbestos material, either externally or threatened Order, notice internally to the plant; there are no tanks of any type underground; and the real estate on which they operate is not affected by any pollution or other communication from (i) any Governmental Body negative environmental conditions attributable to the operations and activities of the FAST Operating Entities or the Business on or prior to the Closing Date which would create the obligation for the FAST Operating Entities or other Person acting in the public interest, or (ii) the current or prior owner or operator third parties to assume any obligations of any Facility, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to any Facility or other property or asset (whether real, personal or mixed) in which any clearance of the Acquired Companies has had an interestland or similar liability under environmental laws and regulations, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any of the Acquired Companies or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or received, except where such violation or failure to comply liability towards third parties under the same laws. The Company is under all aspects in compliance with any Environmental Law, or such obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities does not havelaw 626\94, and is not reasonably likely all the investments required under the same laws and under the relevant security report contemplated by it to have, a Company Material Adverse Effectbe necessarily done before the Closing Date have already been done or will have already been done at Closing.

Environmental, Health and Safety Matters. (a) The Acquired Except as set forth in Section 3.13(a) of the Company Disclosure Schedule (i) the Selling Group Companies are, and at all times have been, are currently in full compliance with, and have not been and are not for the three (3) years prior to the date hereof complied in Contravention of or liable under, any Environmental Law or Occupational Safety and Health Law, except where failure to comply all respects with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does have not have, and is not reasonably likely to have, a Company Material Adverse Effect. None of the Acquired Companies has received any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible received, any actual or threatened Order, written notice or other communication from (i) asserting or alleging a violation of, Environmental Laws or Environmental Orders in relation to the Business or the Acquired Assets. The Selling Group Companies have not during the last three years, in relation to the Business or Acquired Assets, generated, transported, stored, used, managed, manufactured, sold, reclaimed, recycled or disposed of any Governmental Body or other Person acting in the public interestHazardous Materials, or any product containing a Hazardous Material, except in compliance with Environmental Laws, (ii) each of the current Products and the manufacture, processing, sale, distribution, import or prior owner export thereof is in compliance with all applicable Laws of each jurisdiction in which such Product is or operator has been manufactured, processed, sold, distributed, imported or exported whether by the Selling Group Companies or otherwise, including, without limitation, Environmental Laws and Laws which pertain to: electrical safety; energy consumption of any Facilityenergy-using products or components; the presence (or absence) of specified substances in electrical or electronic products, batteries or products generally; labeling of any actual product or potential violation product packaging as respects product content or failure to comply with any Environmental Lawas respects health, safety or environmental effects or attributes or as respects required end-of-life handling or disposition of products or product packaging; and coverage under approved scheme for end-of-life collection and return of products or of any actual or threatened obligation to undertake or bear the cost of any Environmentalproduct packaging, Health and Safety Liabilities with respect to any Facility or other property or asset (whether real, personal or mixediii) in which any each of the Acquired Companies Chemical Products is, and for the three (3) years prior to the date hereof has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generatedbeen, manufactured, refinedprocessed, transferredsold, importeddistributed, used imported or processed exported whether by any the Company or Company Subsidiaries or otherwise in compliance with Chemical Control Laws and other Environmental Laws of each jurisdiction in which such Chemical Product is currently or has been sold, whether by the Company or Company Subsidiaries or otherwise on their behalf, (iv) all Chemical Products and each and every chemical substance contained in such Chemical Products may be lawfully manufactured, shipped and imported into each and every Inventory Jurisdiction in accordance with Chemical Control Laws and other Environmental Laws, (v) the Selling Group Companies have provided to the Buyers for each and every Chemical Product a complete and accurate Material Safety Data Sheet (MSDS) in accordance with applicable Laws of the Acquired Companies United States or any Safety Data Sheet (SDS) prepared in accordance with applicable Laws of the European Union, (vi) all of the Chemical Products are compliant with packaging or labeling requirements, transportation restrictions, marketing or use restrictions, restrictions on the presence of solvents or volatile organic chemicals or other Person for whose conduct they are restrictions on its chemical content under Chemical Control Laws or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or receivedother Environmental Laws, except where such violation as indicated on the MSDS or failure SDS, as applicable, provided by the Company or Company Subsidiaries to comply with any Environmental Law, or such obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities does not have, and is not reasonably likely to have, a Company Material Adverse EffectBuyers.

Environmental, Health and Safety Matters. (a) The Acquired Companies areExcept as disclosed on Schedule 8.17, to the knowledge of the Seller, Seller has complied and is in compliance in all respects with all Environmental Laws, and at to the knowledge of Seller, Seller’s predecessors have been compliant in all times have beenrespects with all Environmental Laws. Without limiting the generality of the foregoing, in full compliance to the knowledge of Seller, Seller has obtained and complied with, and have not been and are not is in Contravention of or liable under, any Environmental Law or Occupational Safety and Health Law, except where failure to comply compliance in all respects with, Contravention all permits and other authorizations that are required pursuant to Environmental Laws for the occupation of its facilities and the operation of its business. Seller has not received any written notice, report or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None of the Acquired Companies has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible received, information regarding any actual or threatened Orderalleged violation of Environmental Laws or any liabilities or potential liabilities (whether accrued, notice absolute, contingent, unliquidated or other communication from otherwise), including any investigatory, remedial or corrective obligations, relating to Seller, its facilities, its business or the Assets arising under Environmental Laws. To Seller’s knowledge, none of the following exists at any property or facility owned, leased or operated by Seller, at any time, or used in connection with the business of Seller: (i) underground storage tanks, (ii) asbestos-containing material in any Governmental Body form or other Person acting in the public interestcondition, (iii) materials or equipment containing polychlorinated biphenyls, or (iiiv) the current or prior owner or operator of any Facilitylandfills, of any actual or potential violation or failure to comply with any Environmental Lawsurface impoundments, or disposal areas. Neither Seller, nor to the knowledge of Seller has any actual or threatened obligation to undertake or bear the cost predecessor of any Environmental, Health and Safety Liabilities with respect to any Facility or other property or asset (whether real, personal or mixed) Seller engaged in which any of the Acquired Companies foregoing, has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any of the Acquired Companies or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, transferredor Released any substance, disposedincluding any hazardous substance, recycled or receivedowned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to liabilities, except where such violation including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or failure attorney fees, pursuant to comply with any Environmental LawLaws, nor to the knowledge of Seller has any predecessor of Seller engaged in any of the foregoing. To the knowledge of Seller, no facts, events or conditions relating to the past or present facilities, properties or operations of the business of Seller or any of its predecessors will prevent, hinder or limit continued compliance with Environmental Laws, give rise to any investigatory, remedial or corrective obligations pursuant to any Environmental Laws, or such obligation give rise to undertake any other liabilities (whether accrued, absolute, contingent, unliquidated or bear otherwise) pursuant to Environmental Laws, including any relating to onsite or offsite Releases or threatened Releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage. Seller has disclosed on Schedule 8.17 all matters relating to the cost foregoing disclosed to Seller by Tomco Auto Products, Inc. pursuant to the disclosure schedule for the purchase agreement whereby Seller acquired the Tomco Business from Tomco Auto Products, Inc. on the Seller Acquisition Date and Seller has provided a complete and correct copy of any Environmentalthat certain Phase I environmental assessment report dated June 16, Health and Safety Liabilities does not have, and is not reasonably likely 2004 relating to have, a Company Material Adverse Effectthe Facility.

Environmental, Health and Safety Matters. (a) The Acquired Companies areExcept as described on Schedule 4.14, the Seller, in the operation of the Business, is in compliance in all material respects with all federal, state and local laws, ordinances, codes, rules, standards, regulations, orders and common law applicable to worker health and safety, air emissions, water discharges, solid wastes, Hazardous Materials, drinking water, toxic substances, waste storage, treatment, transportation and disposal, and at all times have beengroundwater and soil monitoring, in full compliance withor otherwise relating to workers and/or the environment applicable to its business as presently conducted. Except as so described, and have not been and there are not in Contravention of no violations, citations or liable under, any Environmental Law or Occupational Safety and Health Law, except where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None of the Acquired Companies has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible received, any actual claims pending or threatened Order, notice or other communication from (i) any Governmental Body or other Person acting in the public interest, or (ii) the current or prior owner or operator of any Facility, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to any Facility such matters, and the Seller has no liability under any such laws; and, except as so described, the Seller has not entered into or other property been subject to any judgment, consent decree, compliance order or asset (whether real, personal or mixed) in which any of the Acquired Companies has had an interest, or administrative order with respect to any property such matters or Facility at received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to which any such matters or the enforcement of any applicable law, regulation or order related thereto nor has the Seller ever had a lien imposed on any property, facility, machinery or equipment owned, leased, operated or used by the Seller in connection with the presence of Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by and there is no reason to believe that any of the Acquired Companies or any other Person for whose conduct they are or may such items will be held responsibleforthcoming. Except as so described, or from which no Hazardous Materials have been transporteddisposed of, treateddischarged, storedburied or deposited in, handledon or under the ground by or on behalf of the Seller within the boundaries of a location presently or formerly owned, transferredleased, disposedoccupied, recycled operated or receivedused by the Seller or elsewhere in connection with the Business, except where such in violation or failure to comply with any Environmental Lawof, or such obligation has not been reported to undertake a Governmental Agency as required by, any applicable law, regulation or bear order (now in effect or in effect at the cost time of the relevant act); except as so described, no spills, discharges, leaks, dumping, emissions or other releases of Hazardous Materials have occurred within the boundaries of any Environmentalsuch location during or prior to the ownership, Health and Safety Liabilities does lease, occupancy, operation or use thereof by the Seller in violation of, or has not havebeen reported to a Governmental Agency as required by, and is not reasonably likely to haveany applicable law, a Company Material Adverse Effectregulation or order (now in effect or in effect at the time of the relevant act); except as so described, there are no materials containing urea formaldehyde, asbestos or polychlorinated biphenyls or any other Hazardous Materials, in or about any location presently utilized by the Seller in connection with the Business in violation of any applicable law, regulation or order.

Environmental, Health and Safety Matters. Except as set forth in Section 3.17 of the Company Disclosure Schedule, (ai) The Acquired Companies areeach of the Company and its Subsidiaries is in compliance with all Environmental, Health and at Safety Requirements in connection with the ownership, use, maintenance or operation of its business or assets or properties; (ii) the Company and its subsidiaries have and are in material compliance with all times have beenpermits necessary for the use, maintenance, or operation of its business or assets or properties; (iii) there are no pending, or to the Knowledge of the Company, threatened allegations by any Person that the properties or assets of the Company or any of its Subsidiaries are not, or that its business has not been conducted, in full compliance withwith all Environmental, Health and have not been and are not in Contravention of or liable under, any Environmental Law or Occupational Safety and Health Law, except where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Requirements; (iv) neither the Company Material Adverse Effect. None of the Acquired Companies has any basis to expect, nor has any of them or its Subsidiaries has received any other Person for whose conduct they are or may be held responsible received, any actual or threatened Order, notice or other communication from (iin writing or otherwise) that alleges that the Company or any Governmental Body of its Subsidiaries is not in compliance with any permit or Environmental, Health, and Safety Requirement; (v) none of the Company nor any of its Subsidiaries has retained or assumed any Liability of any other Person acting in the public interest, or (ii) the current or prior owner or operator of any Facility, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of under any Environmental, Health and Safety Liabilities Requirements; (vi) there are no past or present facts, circumstances of conditions that would reasonably be expected to give rise to any Liability of the Company or any of its Subsidiaries with respect to any Facility or other property or asset (whether real, personal or mixed) in which any of the Acquired Companies has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any of the Acquired Companies or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or received, except where such violation or failure to comply with any Environmental Law, or such obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities does not haveRequirements; (vii) to the Knowledge of the Company, all property that is owned, used, leased to, or controlled by the Company or any of its Subsidiaries and all surface water, groundwater, and soil associated with such property is not reasonably likely to havefree of any Hazardous Material or material environmental contamination of any nature; and (viii) there has been no release of Hazardous Material in, a on, above, or under any property owned, used, leased to, or controlled by the Company Material Adverse Effect(including waste disposal sites) except in material compliance with Environmental, Health and Safety Requirements.

Environmental, Health and Safety Matters. (a) The Acquired Companies areExcept as provided in Schedule 5.2(dd), and at all times have been, in full compliance with, and have not been and are not in Contravention of or liable under, any Environmental Law or Occupational Safety and Health Law, except where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None none of the Acquired Companies has Company or its Subsidiaries has, since January 1, 2003, received any basis claim, suit or notice of violation regarding any actual or alleged violation of Environmental, Health and Safety Requirements (whether accrued, absolute, contingent, unliquidated or otherwise), relating to expect, nor has any of them or any other Person its properties and facilities arising under Environmental, Health and Safety Requirements. Except as would not reasonably be expected to have a Material Adverse Effect on the Company, none of the Company, its Subsidiaries, or, to the knowledge of the Company, their respective predecessors has treated, stored, disposed of, arranged for whose conduct they are or may be held responsible receivedpermitted the disposal of, any actual or threatened Ordermanufactured, notice or other communication from (i) any Governmental Body or other Person acting in the public interestdistributed, transported, handled, or (ii) the current or prior owner or operator of released any Facility, of any actual or potential violation or failure to comply with any Environmental LawHazardous Material, or of owned or operated any actual property or threatened obligation facility (and no such property or facility is contaminated by any Hazardous Material) in a manner that has given rise to undertake liabilities or bear the cost of could reasonably be expected to give rise to liabilities pursuant to any Environmental, Health and Safety Liabilities with respect Requirements. Except as would not reasonably be expected to any Facility or other property or asset (whether realhave a Material Adverse Effect on the Company, personal or mixed) in which to the knowledge of the Company, neither the Company nor any of the Acquired Companies its Subsidiaries has had an interestassumed, undertaken, or with respect to otherwise become subject to, any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any liability of the Acquired Companies or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or received, except where such violation or failure entity relating to comply with any Environmental Law, or such obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities does not haveRequirements. To the knowledge of the Company, and is except as would not reasonably likely be expected to have, have a Company Material Adverse EffectEffect on the Company, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors could reasonably be expected to prevent, hinder or limit continued compliance with Environmental, Health and Safety Requirements, give rise to any investigatory, remedial or corrective action or obligations pursuant to Environmental, Health and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health and Safety Requirements.

Environmental, Health and Safety Matters. (a) The Acquired Companies areTo the best of its knowledge, and at all times have beenexcept as described in Schedule 4.13, in full compliance with, and have Target has not been and received any notice from a Governmental Agency that any of its properties are not in Contravention compliance with all federal, state and local laws, ordinances, codes, rules, standards, regulations, orders and common law applicable to worker health and safety; air emissions; water discharges; solid wastes; hazardous materials; drinking water; toxic substances; waste storage, treatment, transportation and disposal; and groundwater and soil monitoring; or otherwise relating to workers and/or the environment applicable to its business as presently conduced; and except as so described there are no violations, citations or claims pending or, to the knowledge of or liable under, any Environmental Law or Occupational Safety and Health Law, except where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None each of the Acquired Companies has any basis to expectShareholders, nor has any of them or any other Person for whose conduct they are or may be held responsible received, any actual or threatened Order, notice or other communication from (i) any Governmental Body or other Person acting in the public interest, or (ii) the current or prior owner or operator of any Facility, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to any Facility such matters. To the best of its knowledge, except as so described, Target has received no notice that any toxic, hazardous or other property otherwise regulated substances ("Hazardous Materials") have been disposed of, discharged, buried or asset deposited in, on or under the ground by or on behalf of Target within the boundaries of a location occupied or formerly occupied by it or elsewhere, in violation of, or has not been reported to a Governmental Agency as required by, any applicable law, regulation or order (whether real, personal now in effect or mixed) in which effect at the time of the relevant act); neither Target nor any of the Acquired Companies has had an interestShareholders have received notice of any spills, discharges or emission of Hazardous Materials which have occurred within the boundaries of any such location during or prior to the occupancy thereof by Target or a subsidiary thereof in violation of, or with respect has not been reported to a Governmental Agency as required by, any property applicable law, regulation or Facility order (now in effect or in effect at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any the time of the Acquired Companies relevant act); and, except as so described, Target has received no notice that there are any materials containing urea formaldehyde, asbestos or polychlorinated biphenyls or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled in or received, except where such about any location presently utilized by Target in violation or failure to comply with any Environmental Law, or such obligation to undertake or bear the cost of any Environmentalapplicable law, Health and Safety Liabilities does not have, and is not reasonably likely to have, a Company Material Adverse Effectregulation or order.

Environmental, Health and Safety Matters. (ai) The Acquired Companies areNo methylene chloride or asbestos is contained in or has been used at or released from the Facilities; (ii) all Hazardous Materials and wastes of Company and its Subsidiaries have been disposed of in accordance with all Environmental and Safety Laws; (iii) neither Company nor any of its Subsidiaries has received any notice of any noncompliance of the Facilities or its past or present operations with Environmental and Safety Laws; (iv) no notices, administrative actions or suits are pending or, to the knowledge of the Company, threatened relating to an actual or alleged violation of any Environmental and Safety Laws by Company or any of its Subsidiaries; (v) neither Company nor any of its Subsidiaries is a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or any analogous state, local or foreign laws arising out of events occurring prior to the Closing Date; (vi) there have not been in the past, and are not now, any Hazardous Materials on, under or migrating to or from any of the Facilities or any Property; (vii) there have not been in the past, and are not now, any underground tanks or underground improvements at, on or under any Property, including treatment or storage tanks, sumps, or water, gas or oil wxxxx; (viii) there are no polychlorinated biphenyls deposited, stored, disposed of or located on any Property or in any of the Facilities or any equipment on the Property; (ix) there is no formaldehyde on any Property or in any of the Facilities, nor is any insulating material containing urea formaldehyde in any of the Facilities; (x) the Facilities and Company’s and each of its Subsidiaries’ uses and activities therein have at all times have beenmaterially complied with all Environmental and Safety Laws; and (xi) Company and its Subsidiaries has all the permits and licenses required to be issued under federal, in full compliance withstate, local or foreign laws regarding Environmental and have not been Safety Laws and are not in Contravention material compliance with the terms and conditions of those permits and licenses. “Facilities” means all buildings and improvements on the Property. “Environmental and Safety Laws” means any federal, state or liable underlocal laws, ordinances, codes, regulations, rules, policies and orders that are intended to assure the protection of the environment, or that classify, regulate, call for the remediation of, require reporting with respect to, or list or define air, water, groundwater, solid waste, hazardous or toxic substances, materials, wastes, pollutants or contaminants, or that are intended to assure the safety of employees, workers or other persons, including the public. “Hazardous Materials” means any toxic or hazardous substance, material or waste or any pollutant or contaminant, or infectious or radioactive substance or material, including those substances, materials and wastes defined in or regulated under any Environmental Law or Occupational Safety and Health Law, except where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None of the Acquired Companies has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible received, any actual or threatened Order, notice or other communication from (i) any Governmental Body or other Person acting in the public interest, or (ii) the current or prior owner or operator of any Facility, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to any Facility or other property or asset (whether realLaws, personal or mixed) in which any of the Acquired Companies has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any of the Acquired Companies or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or received, except where such violation or failure to comply with any Environmental Law, or such obligation to undertake or bear the cost of any Environmental, Health but excludes office and Safety Liabilities does not have, janitorial supplies properly and is not reasonably likely to have, a Company Material Adverse Effectsafely maintained.

Environmental, Health and Safety Matters. (a) The Acquired Companies areCompany, its Subsidiaries and their respective predecessors and, to each of the Employee Shareholders' knowledge, the Affiliates of the Company and its Subsidiaries, have complied, and at are in compliance, with all times have beenapplicable Environmental, in full Health and Safety Requirements, which compliance withincludes the possession by the Company and its Subsidiaries of all permits and other governmental authorizations required under applicable Environmental, Health and have not been Safety Requirements and are not in Contravention of or liable under, any Environmental Law or Occupational Safety compliance with the terms and Health Law, except where failure conditions thereof. All permits and other governmental authorizations currently held by the Company and its Subsidiaries pursuant to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None of the Acquired Companies has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible received, any actual or threatened Order, notice or other communication from (i) any Governmental Body or other Person acting in the public interest, or (ii) the current or prior owner or operator of any Facility, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect Requirements are identified on Schedule 4.20(a). The Company, its Subsidiaries and their respective predecessors and to any Facility or other property or asset (whether real, personal or mixed) in which any each of the Acquired Companies has had an interestEmployee Shareholders' knowledge, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any the Affiliates of the Acquired Companies or any other Person for whose conduct they are or may be held responsibleCompany and its Subsidiaries, or from which Hazardous Materials have been transported, not treated, stored, handleddisposed of, transferredarranged for or permitted the disposal of, disposedtransported, recycled handled or received, except where such violation or failure to comply with released any Environmental LawHazardous Material, or owned or operated any property or facility (and no such property or facility is contaminated by any Hazardous Material) in a manner that has given or could reasonably be expected to give rise to any Liability, including any Liability for response costs, corrective action costs, personal injury damages, property damages, natural resources damages or attorneys' fees, pursuant to any applicable Environmental, Health and Safety Requirements. The Company, its Subsidiaries and their respective predecessors and, to each of the Employee Shareholders' knowledge, its Affiliates, have not, either expressly or by operation of law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to undertake or bear the cost of any Environmental, Health and Safety Liabilities does not have, and is not reasonably likely to have, a Company Material Adverse EffectRequirements.

Environmental, Health and Safety Matters. Except, in each case, as would not reasonably be expected to be material to the Business, take as a whole: (a) The Acquired Companies are, and at all times have been, in full compliance with, and have not been and are not in Contravention of or liable under, any Environmental Law or Occupational Safety and Health Law, except where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None each of the Acquired Companies and each of their respective Subsidiaries is, and for the past three years has any basis to expectbeen, nor has any of them or any other Person for whose conduct they are or may be held responsible received, any actual or threatened Order, notice or other communication from (i) any Governmental Body or other Person acting in the public interest, or (ii) the current or prior owner or operator of any Facility, of any actual or potential violation or failure to comply compliance with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any all Environmental, Health and Safety Liabilities Requirements in connection with respect the ownership, use, maintenance or operation of its business or assets or properties; (b) there are no pending nor, to the Knowledge of Seller, threatened (in writing) Legal Proceedings by any Facility Person alleging that the properties or other property or asset (whether real, personal or mixed) in which any assets of the Acquired Companies has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any of the Acquired Companies or any of their respective Subsidiaries are not, or in each case that its or their business has not been conducted, in compliance with, or that any of the Acquired Companies or any of their respective Subsidiaries has liability under, Environmental, Health and Safety Requirements; (c) none of the Acquired Companies nor any of their respective Subsidiaries has caused or, to the Knowledge of Seller, is otherwise responsible for any release, disposal or discharge of hazardous materials or wastes that would reasonably be expected to give rise to any material Liability of any of the Acquired Companies or any of their Subsidiaries with respect to Environmental, Health and Safety Requirements; (d) none of the Acquired Companies nor any of their respective Subsidiaries has assumed any Liability of any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or received, except where such violation or failure to comply with any Environmental Law, or such obligation to undertake or bear the cost of under any Environmental, Health and Safety Liabilities does not haveRequirements; and (e) to the Knowledge of Seller, there are no facts, circumstances or conditions that would reasonably be expected to give rise to any Liability of any of the Acquired Companies or any of their respective Subsidiaries with respect to Environmental, Health and is not reasonably likely Safety Requirements. The Seller and Acquired Companies have made available to have, Acquirer a Company Material Adverse Effectcopy of all material environmental assessment (including Phase I and Phase II) reports relating to the Business and properties of the Acquired Companies.

Environmental, Health and Safety Matters. (ai) The Acquired Companies areTo Company’s Knowledge, no methylene chloride or asbestos is contained in or has been used at or released from the Facilities; (ii) all Hazardous Materials and wastes of Company or any of its Subsidiaries have been disposed of in accordance with all Environmental and Safety Laws; (iii) neither Company nor any of its Subsidiaries has received any notice of any noncompliance of the Facilities or its past or present operations with Environmental and Safety Laws; (iv) no notices, administrative actions or suits are pending or to Company’s Knowledge, threatened relating to an actual or alleged violation of any Environmental and Safety Laws by Company or any of its Subsidiaries; (v) to Company’s Knowledge, neither Company nor any of its Subsidiaries is a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or any analogous state, local or foreign laws arising out of events occurring prior to the Closing Date; (vi) to Company’s Knowledge, there have not been in the past, and are not now, any Hazardous Materials on, under or migrating to or from any of the Facilities or any 34 Property; (vii) to Company’s Knowledge, there have not been in the past, and are not now, any underground tanks or underground improvements at, on or under any Property, including treatment or storage tanks, sumps, or water, gas or oil wxxxx; (viii) to Company’s Knowledge, there are no polychlorinated biphenyls deposited, stored, disposed of or located on any Property or in any of the Facilities or any equipment on the Property; (ix) to Company’s Knowledge, there is no formaldehyde on any Property or in any of the Facilities, nor is any insulating material containing urea formaldehyde in any of the Facilities; (x) Company’s and each of its Subsidiary’s uses and activities pertaining to the Facilities have at all times have beenmaterially complied with all Environmental and Safety Laws; and (xi) each of Company and each of its Subsidiaries has all the permits and licenses required to be issued under federal, in full compliance withstate, local or foreign laws regarding Environmental and have not been Safety Laws and are not in Contravention material compliance with the terms and conditions of or liable under, any Environmental Law or Occupational Safety those permits and Health Law, except where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None of the Acquired Companies has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible received, any actual or threatened Order, notice or other communication from (i) any Governmental Body or other Person acting in the public interest, or (ii) the current or prior owner or operator of any Facility, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to any Facility or other property or asset (whether real, personal or mixed) in which any of the Acquired Companies has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any of the Acquired Companies or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or received, except where such violation or failure to comply with any Environmental Law, or such obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities does not have, and is not reasonably likely to have, a Company Material Adverse Effectlicenses.

Environmental, Health and Safety Matters. (a) The Acquired Companies areExcept as set forth on Schedule 3.10(a), (i) the Company and its Subsidiaries have complied with, and at all times have been, are in full compliance with, all applicable Environmental, Health, and Safety Requirements, in all material respects, (ii) without limiting the generality of the foregoing, the Company and its Subsidiaries have obtained and complied with, and are in compliance with, in all material respects, all permits, licenses and other authorizations that are required pursuant to the Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business, (iii) the Company and its Subsidiaries have not been and are not in Contravention of received any oral or liable under, any Environmental Law written notice or Occupational Safety and Health Law, except where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None of the Acquired Companies has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible received, information regarding any actual or threatened Orderalleged material violation of applicable Environmental, notice or other communication from (i) any Governmental Body or other Person acting in the public interestHealth, and Safety Requirements, or any material liability, potential liability or loss contingency arising under applicable Environmental, Health, and Safety Requirements (iiincluding any investigatory, remedial or corrective obligations), (iv) the current or prior owner or operator of any Facility, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health Company and Safety Liabilities with respect to any Facility or other property or asset (whether real, personal or mixed) in which any of the Acquired Companies has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any of the Acquired Companies or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials its Subsidiaries have been transported, not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, transferredor released any Hazardous Material or owned or operated any property or facility (and no such property or facility is contaminated by any Hazardous Material) in a manner that has given or would be expected to give rise to any material liability, disposedincluding (to the extent applicable in any jurisdiction) liability for response costs, recycled corrective action costs, personal injury, property damage, natural resources damages or receivedattorney fees, except where such violation pursuant applicable Environmental, Health, and Safety Requirements, and (v) the Company and its Subsidiaries have not, either expressly or failure by operation of law, assumed, undertaken or otherwise become subject to comply with any Environmental Lawmaterial liability or any investigatory, remedial or such corrective obligation to undertake or bear the cost of any other Person relating to applicable Environmental, Health Health, and Safety Liabilities does not have, and is not reasonably likely to have, a Company Material Adverse EffectRequirements.

Environmental, Health and Safety Matters. (a) The Acquired Companies areExcept as set forth on Schedule 3.10(a), (i) Seller and each of its Subsidiaries have complied with, and at all times have been, are in full compliance with, the Environmental, Health, and Safety Requirements, in all material respects, (ii) without limiting the generality of the foregoing, Seller and each of its Subsidiaries have not been obtained and complied with, and are not in Contravention of or liable under, any Environmental Law or Occupational Safety and Health Law, except where failure to comply compliance with, Contravention of or Liability under such Environmental Law or Occupational Safety in all material respects, all permits, licenses and Health Law does not haveother authorizations that are required pursuant to the Environmental, Health, and is not reasonably likely to haveSafety Requirements for the occupation of their facilities and the operation of their business, a Company Material Adverse Effect. None of the Acquired Companies has any basis to expect, (iii) neither Seller nor has any of them or its Subsidiaries has received any other Person for whose conduct they are or may be held responsible received, notice regarding any actual or threatened Orderalleged material violation of Environmental, notice or other communication from (i) any Governmental Body or other Person acting in the public interestHealth, and Safety Requirements, or (ii) any material Liability or Loss Contingency arising under the current or prior owner or operator of any Facility, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health Health, and Safety Liabilities with respect to Requirements (including any Facility investigatory, remedial or other property or asset corrective obligations) (whether real, personal or mixediv) in which neither Seller nor any of the Acquired Companies its Subsidiaries has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any of the Acquired Companies or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, transferredor released any Hazardous Material or owned or operated any property or facility (and no such property or facility is contaminated by any Hazardous Material) in a manner that has given or reasonably could be expected to give rise to any material Liability, disposedincluding Liability for response costs, recycled corrective action costs, personal injury, property damage, natural resources damages or receivedattorney fees, except where such violation or failure pursuant to comply with any the Comprehensive Environmental LawResponse, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or such obligation any other Environmental, Health, and Safety Requirements, and (vi) neither Seller nor any of its Subsidiaries has, either expressly or by operation of law, assumed, undertaken or otherwise become subject to undertake or bear the cost any material Liability of any other Person relating to Environmental, Health Health, and Safety Liabilities does not have, and is not reasonably likely to have, a Company Material Adverse EffectRequirements.