Common use of Environmental Laws and Regulations Clause in Contracts

Environmental Laws and Regulations. GFI and each GFI Subsidiary has complied and is in compliance in all material respects with all applicable Environmental Laws and has obtained and is in compliance in all material respects with all Environmental Permits. Except as do not constitute a Material Adverse Effect, (i) no notice of violation, notification of liability, demand, request for information, citation, summons or Order relating to or arising out of any Environmental Law has been received by GFI or any GFI Subsidiary, and (ii) no complaint has been filed, no penalty or fine has been assessed or, to the Knowledge of GFI, is threatened and no investigation, action, claim, suit or proceeding is pending or, to the Knowledge of GFI, threatened by any Person involving GFI or any GFI Subsidiary, relating to or arising out of any Environmental Law. No Release or threatened Release of Hazardous Substances has occurred at, on, above, under or from any properties currently or, to the Knowledge of GFI, formerly owned, leased, operated or used by GFI or any GFI Subsidiary that, in each case, has resulted in or would reasonably be expected to result in any material cost, liability or obligation of GFI or any GFI Subsidiary under any Environmental Law. There are no circumstances, actions, activities, conditions, events or incidents that could reasonably be expected to result in any material liability or obligation against GFI or any GFI Subsidiary relating to (i) the environmental conditions at, on, above, under, or about any properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or (ii) the past or present use, management, handling, transport, treatment, generation, storage, disposal, Release or threatened Release of Hazardous Substances at any location regardless of whether such location was or is owned or operated by GFI or any GFI Subsidiary. GFI has provided to Parent all environmental site assessments, audits, reports, investigations and studies in the possession, custody or control of GFI or any GFI Subsidiary relating to properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or otherwise relating to GFI’s or any GFI Subsidiary’s compliance with Environmental Laws.

Environmental Laws and Regulations. GFI and each GFI Subsidiary has complied and is in compliance in all material respects with all applicable Environmental Laws and has obtained and is in compliance in all material respects with all Environmental Permits. Except as do not constitute a Material Adverse Effect, (i) no notice of violation, notification of liability, demand, request for information, citation, summons or Order relating to or arising out of any Environmental Law has been received by GFI or any GFI Subsidiary, and (ii) no complaint has been filed, no penalty or fine has been assessed or, to the Knowledge of GFI, is threatened and no investigation, action, claim, suit or proceeding is pending or, to the Knowledge of GFI, threatened by any Person involving GFI or any GFI Subsidiary, relating to or arising out of any Environmental Law. No Release or threatened Release of Hazardous Substances has occurred at, on, above, under or from any properties currently or, to the Knowledge of GFI, formerly owned, leased, operated or used by GFI or any GFI Subsidiary that, in each case, has resulted in or would reasonably be expected to result in any material cost, liability or obligation of GFI or any GFI Subsidiary under any Environmental Law. There are no circumstances, actions, activities, conditions, events or incidents that could reasonably be expected to result in any material liability or obligation against GFI or any GFI Subsidiary relating to (i) the environmental conditions at, on, above, under, or about any properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or (ii) the past or present use, management, handling, transport, treatment, generation, storage, disposal, Release or threatened Release of Hazardous Substances at any location regardless of whether such location was or is owned or operated by GFI or any GFI Subsidiary. GFI has provided to Parent BGCP all environmental site assessments, audits, reports, investigations and studies in the possession, custody or control of GFI or any GFI Subsidiary relating to properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or otherwise relating to GFI’s or any GFI Subsidiary’s compliance with Environmental Laws.

Environmental Laws and Regulations. GFI Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each GFI Parent Subsidiary has complied and is in compliance in all material respects compliance, and since January 1, 2017 has complied, with all applicable Environmental Laws and has obtained and is in compliance in all material respects with all Environmental Permits. Except as do has not constitute had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ia) no notice of violation, notification of liability, demand, request for information, citation, summons or Order relating to or arising out of any Environmental Law has been received by GFI Parent or any GFI Parent Subsidiary, and (iib) no complaint has been filed, no penalty or fine has been assessed or, to the Knowledge knowledge of GFIParent, is threatened and no investigation, action, claim, suit or proceeding Proceeding is pending or, to the Knowledge knowledge of GFIParent, threatened by any Person involving GFI Parent or any GFI Parent Subsidiary, relating to or arising out of any Environmental Law. No Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, to the knowledge of Parent, no Release or threatened Release of Hazardous Substances has occurred at, on, above, under or from any properties currently or, to the Knowledge of GFI, or formerly owned, leased, operated or used by GFI Parent or any GFI Parent Subsidiary that, in each case, has resulted in or would reasonably be expected to result in any material cost, liability or obligation of GFI Parent or any GFI Parent Subsidiary under any Environmental Law. There are no circumstances, actions, activities, conditions, events or incidents that could reasonably be expected Parent has made available to result in any material liability or obligation against GFI or any GFI Subsidiary relating to (i) the environmental conditions at, on, above, under, or about any properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or (ii) the past or present use, management, handling, transport, treatment, generation, storage, disposal, Release or threatened Release of Hazardous Substances at any location regardless of whether such location was or is owned or operated by GFI or any GFI Subsidiary. GFI has provided to Parent Company all environmental site assessments, audits, reports, investigations and studies generated since January 1, 2017 and in the possession, custody or control of GFI Parent or any GFI Parent Subsidiary relating to properties or assets currently or formerly owned, leased, operated or used by GFI Parent or any GFI Parent Subsidiary or otherwise relating to GFIParent’s or any GFI Parent Subsidiary’s compliance with Environmental Laws.

Environmental Laws and Regulations. GFI and each GFI T&F Subsidiary has complied and is in compliance in all material respects with all applicable Environmental Laws and has obtained and is in compliance in all material respects with all Environmental Permits. Except as do not constitute a Material Adverse Effect, (i) no notice of violation, notification of liability, demand, request for information, citation, summons or Order order relating to or arising out of any Environmental Law has been received by GFI or any GFI T&F Subsidiary, and (ii) no complaint has been filed, no penalty or fine has been assessed or, to the Knowledge of GFI, is threatened and no investigation, action, claim, suit or proceeding is pending or, to the Knowledge of GFI, threatened by any Person involving GFI or any GFI T&F Subsidiary, relating to or arising out of any Environmental Law. No Release or threatened Release of Hazardous Substances has occurred at, on, above, under or from any properties currently or, to the Knowledge of GFI, formerly owned, leased, operated or used by GFI or any GFI T&F Subsidiary that, in each case, has resulted in or would reasonably be expected to result in any material cost, liability or obligation of GFI or any GFI T&F Subsidiary under any Environmental Law. There are no circumstances, actions, activities, conditions, events or incidents that could reasonably be expected to result in any material liability or obligation against GFI or any GFI T&F Subsidiary relating to (i) the environmental conditions at, on, above, under, or about any properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI T&F Subsidiary or (ii) the past or present use, management, handling, transport, treatment, generation, storage, disposal, Release or threatened Release of Hazardous Substances at any location regardless of whether such location was or is owned or operated by GFI or any GFI T&F Subsidiary. GFI has provided to Parent CME all environmental site assessments, audits, reports, investigations and studies in the possession, custody or control of GFI or any GFI T&F Subsidiary relating to properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI T&F Subsidiary or otherwise relating to GFI’s 's or any GFI T&F Subsidiary’s 's compliance with Environmental Laws.. Section 3.22

Environmental Laws and Regulations. GFI and each GFI T&F Subsidiary has complied and is in compliance in all material respects with all applicable Environmental Laws and has obtained and is in compliance in all material respects with all Environmental Permits. Except as do not constitute a Material Adverse Effect, (i) no notice of violation, notification of liability, demand, request for information, citation, summons or Order order relating to or arising out of any Environmental Law has been received by GFI or any GFI T&F Subsidiary, and (ii) no complaint has been filed, no penalty or fine has been assessed or, to the Knowledge of GFI, is threatened and no investigation, action, claim, suit or proceeding is pending or, to the Knowledge of GFI, threatened by any Person involving GFI or any GFI T&F Subsidiary, relating to or arising out of any Environmental Law. No Release or threatened Release of Hazardous Substances has occurred at, on, above, under or from any properties currently or, to the Knowledge of GFI, formerly owned, leased, operated or used by GFI or any GFI T&F Subsidiary that, in each case, has resulted in or would reasonably be expected to result in any material cost, liability or obligation of GFI or any GFI T&F Subsidiary under any Environmental Law. There are no circumstances, actions, activities, conditions, events or incidents that could reasonably be expected to result in any material liability or obligation against GFI or any GFI T&F Subsidiary relating to (i) the environmental conditions at, on, above, under, or about any properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI T&F Subsidiary or (ii) the past or present use, management, handling, transport, treatment, generation, storage, disposal, Release or threatened Release of Hazardous Substances at any location regardless of whether such location was or is owned or operated by GFI or any GFI T&F Subsidiary. GFI has provided to Parent CME all environmental site assessments, audits, reports, investigations and studies in the possession, custody or control of GFI or any GFI T&F Subsidiary relating to properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI T&F Subsidiary or otherwise relating to GFI’s or any GFI T&F Subsidiary’s compliance with Environmental Laws.

Environmental Laws and Regulations. GFI and each GFI Subsidiary has complied and is in compliance in all material respects with all applicable Environmental Laws and has obtained and is in compliance in all material respects with all Environmental Permits. Except as do not constitute a Material Adverse Effect, (i) no notice of violation, notification of liability, demand, request for information, citation, summons or Order order relating to or arising out of any Environmental Law has been received by GFI or any GFI Subsidiary, and (ii) no complaint has been filed, no penalty or fine has been assessed or, to the Knowledge of GFI, is threatened and no investigation, action, claim, suit or proceeding is pending or, to the Knowledge of GFI, threatened by any Person involving GFI or any GFI Subsidiary, relating to or arising out of any Environmental Law. No Release or threatened Release of Hazardous Substances has occurred at, on, above, under or from any properties currently or, to the Knowledge of GFI, formerly owned, leased, operated or used by GFI or any GFI Subsidiary that, in each case, has resulted in or would reasonably be expected to result in any material cost, liability or obligation of GFI or any GFI Subsidiary under any Environmental Law. There are no circumstances, actions, activities, conditions, events or incidents that could reasonably be expected to result in any material liability or obligation against GFI or any GFI Subsidiary relating to (i) the environmental conditions at, on, above, under, or about any properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or (ii) the past or present use, management, handling, transport, treatment, generation, storage, disposal, Release or threatened Release of Hazardous Substances at any location regardless of whether such location was or is owned or operated by GFI or any GFI Subsidiary. GFI has provided to Parent CME all environmental site assessments, audits, reports, investigations and studies in the possession, custody or control of GFI or any GFI Subsidiary relating to properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or otherwise relating to GFI’s 's or any GFI Subsidiary’s 's compliance with Environmental Laws.

Environmental Laws and Regulations. GFI and each GFI Subsidiary has complied and is in compliance in all material respects with all applicable Environmental Laws and has obtained and is in compliance in all material respects with all Environmental Permits. Except as do not constitute a Material Adverse Effect, (i) no notice of violation, notification of liability, demand, request for information, citation, summons or Order order relating to or arising out of any Environmental Law has been received by GFI or any GFI Subsidiary, and (ii) no complaint has been filed, no penalty or fine has been assessed or, to the Knowledge of GFI, is threatened and no investigation, action, claim, suit or proceeding is pending or, to the Knowledge of GFI, threatened by any Person involving GFI or any GFI Subsidiary, relating to or arising out of any Environmental Law. No Release or threatened Release of Hazardous Substances has occurred at, on, above, under or from any properties currently or, to the Knowledge of GFI, formerly owned, leased, operated or used by GFI or any GFI Subsidiary that, in each case, has resulted in or would reasonably be expected to result in any material cost, liability or obligation of GFI or any GFI Subsidiary under any Environmental Law. There are no circumstances, actions, activities, conditions, events or incidents that could reasonably be expected to result in any material liability or obligation against GFI or any GFI Subsidiary relating to (i) the environmental conditions at, on, above, under, or about any properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or (ii) the past or present use, management, handling, transport, treatment, generation, storage, disposal, Release or threatened Release of Hazardous Substances at any location regardless of whether such location was or is owned or operated by GFI or any GFI Subsidiary. GFI has provided to Parent CME all environmental site assessments, audits, reports, investigations and studies in the possession, custody or control of GFI or any GFI Subsidiary relating to properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or otherwise relating to GFI’s or any GFI Subsidiary’s compliance with Environmental Laws.

Environmental Laws and Regulations. GFI and each GFI Subsidiary has complied and is in compliance in all material respects with all applicable Environmental Laws and has obtained and is in compliance in all material respects with all Environmental Permits. Except as do not constitute a Material Adverse EffectThere are no investigations, actions, suits or proceedings (iwhether administrative or judicial) no notice of violationpending, notification of liability, demand, request for information, citation, summons or Order relating to or arising out of any Environmental Law has been received by GFI or any GFI Subsidiary, and (ii) no complaint has been filed, no penalty or fine has been assessed or, to the Knowledge knowledge of GFIParent Entities, is threatened and against Parent or any of its Subsidiaries or any person or entity whose liability any Parent Entity or any of its Subsidiaries has retained or assumed either contractually or by operation of Law, alleging non-compliance with or other liability under any Environmental Law and, to the knowledge of Parent Entities, there are no investigation, existing facts or circumstances that would reasonably be expected to give rise to any such action, claim, suit or proceeding is pending orproceeding. Parent and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since December 31, 2012 have been, in compliance with all Environmental Laws (which compliance includes the possession by Parent and each of its Subsidiaries of all Parent Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof). There have been no Releases at any location of Hazardous Materials by Parent or any of its Subsidiaries that would reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation, injunction or liability of any kind to Parent or its Subsidiaries. Neither Parent nor any of its Subsidiaries nor, to the Knowledge knowledge of GFIParent Entities, threatened by any Person involving GFI third-party operator of any of the Oil and Gas Interests of Parent or its Subsidiaries or any GFI Subsidiary, relating to or arising out predecessor of any Environmental Law. No Release or threatened Release of Hazardous Substances has occurred atthem, on, above, under or from is subject to any properties currently or, to the Knowledge of GFI, formerly owned, leased, operated or used by GFI Order or any GFI Subsidiary that, in each case, has resulted in indemnity obligation or other Contract with any other person that would reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning Hazardous Materials or Releases. Neither Parent nor any material costof its Subsidiaries has received any unresolved claim, notice, complaint or request for information or contribution from a Governmental Entity or any other person relating to actual or alleged noncompliance with or liability under applicable Environmental Laws (including any such liability or obligation of GFI or any GFI Subsidiary under any Environmental Law. There are no circumstances, actions, activities, conditions, events or incidents that could reasonably be expected to result in any material liability or obligation against GFI or any GFI Subsidiary relating to (i) the environmental conditions at, on, above, arising under, retained or about any properties assumed by contract or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or (ii) the past or present use, management, handling, transport, treatment, generation, storage, disposal, Release or threatened Release operation of Hazardous Substances at any location regardless of whether such location was or is owned or operated by GFI or any GFI Subsidiary. GFI has provided to Parent all environmental site assessments, audits, reports, investigations and studies in the possession, custody or control of GFI or any GFI Subsidiary relating to properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or otherwise relating to GFI’s or any GFI Subsidiary’s compliance with Environmental Lawslaw).

Environmental Laws and Regulations. GFI (a) The operations of GETCO and each GFI Subsidiary has complied and is in compliance its Subsidiaries comply in all material respects with all applicable Environmental Laws Laws. GETCO and has its Subsidiaries have obtained and is in compliance in all material respects Environmental Permits necessary for the operation of their respective businesses as presently conducted, and all such Environmental Permits are in good standing. Neither GETCO nor any of its Subsidiaries is subject to any proceeding, written order or written claim or, to GETCO’s knowledge, any ongoing investigation, by any Person against GETCO regarding any alleged violation of or liability arising under any Environmental Law. Neither GETCO nor any of its Subsidiaries is subject to any material ongoing obligations pursuant to an outstanding order, judgment, decree or settlement with all respect to any alleged violation of or liability under any Environmental PermitsLaw. Except as do not constitute a Material Adverse Effect, (b) (i) There have been no notice Releases by GETCO or any of violation, notification of liability, demand, request for information, citation, summons or Order relating to or arising out its Subsidiaries of any Environmental Law has been received by GFI Hazardous Substances into, on or under or from any GFI SubsidiaryGETCO Real Property, and (ii) no complaint GETCO has not been filed, no penalty notified in writing of potential liability for any Releases by or fine has been assessed or, to the Knowledge of GFI, is threatened and no investigation, action, claim, suit or proceeding is pending or, to the Knowledge of GFI, threatened arranged for by any Person involving GFI GETCO or any GFI Subsidiary, relating to or arising out of its Subsidiaries of any Environmental Law. No Release or threatened Release of Hazardous Substances has occurred atinto, on, above, under or from any other properties, including landfills in which Hazardous Substances have been Released or properties currently or, to the Knowledge of GFI, formerly owned, leased, operated on or used by GFI under or from which GETCO or any GFI Subsidiary thatof its Subsidiaries has performed services, except, in each casethe case of either (i) or (ii), has resulted in or for any such Releases that would reasonably be expected to result in any material costliability to GETCO. Neither GETCO nor any of its Subsidiaries has received notice of, liability or obligation of GFI or or, to GETCO’s knowledge, is subject to any GFI Subsidiary proceeding under any Environmental LawLaw with respect to any facility to which it has sent any Hazardous Substance for re-use, recycling, reclamation, treatment, storage or disposal, except for such notices or proceedings that would not result in a material obligation or liability of GETCO. There are no circumstancesGETCO has filed all notices required to be filed under any Environmental Law indicating past or present treatment, actionsstorage or disposal of a Hazardous Substance or reporting a spill or release of a Hazardous Substance into the environment at any GETCO Real Property, activities, conditions, events or incidents except for the filing of notices relating to matters that could would not reasonably be expected to result in any be material liability or obligation against GFI or any GFI Subsidiary relating to (i) the environmental conditions at, on, above, under, or about any properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or (ii) the past or present use, management, handling, transport, treatment, generation, storage, disposal, Release or threatened Release of Hazardous Substances at any location regardless of whether such location was or is owned or operated by GFI or any GFI Subsidiary. GFI has provided to Parent all environmental site assessments, audits, reports, investigations and studies in the possession, custody or control of GFI or any GFI Subsidiary relating to properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or otherwise relating to GFI’s or any GFI Subsidiary’s compliance with Environmental LawsGETCO.

Environmental Laws and Regulations. GFI Applied Optronics has heretofore delivered to ESC complete and each GFI Subsidiary accurate copies of all reports, studies or tests in the possession of Applied Optronics or initiated by Applied Optronics pertaining to the existence of Hazardous Materials on, above or below any Real Property or any property adjoining or which could reasonably be expected to affect Real Property, or concerning compliance with or liability under the Regulations (as defined below). Except as required by ISRA (as hereinafter defined) with respect to the transactions contemplated by this Agreement, Applied Optronics has complied obtained, and maintains in full force and effect, all required environmental permits and other governmental approvals and is in compliance in all material respects with all applicable Environmental Laws Regulations (as defined below), except where the failure to so obtain and has obtained and is maintain or to be in compliance in all material respects with all Environmental Permits. Except as do would not constitute have a Material Adverse Effect, . Applied Optronics (i) no has not received a written notice or Claim (as defined below) alleging its potential liability under any of violation, notification the Regulations or alleging a violation of liability, demand, request for information, citation, summons or Order relating to or arising out of any Environmental Law has been received by GFI or any GFI Subsidiary, the Regulations and (ii) has no complaint knowledge that such a notice or Claim may be issued in the future. Applied Optronics has been filed, no penalty knowledge of any notices to or fine has been assessed or, Claims against any persons alleging potential liability under any of the Regulations with respect to the Knowledge of GFI, is threatened and no investigation, action, claim, suit or proceeding is pending or, to the Knowledge of GFI, threatened by any Person involving GFI Real Property or any GFI Subsidiary, relating to adjoining properties or arising out of any Environmental Law. No Release or threatened Release of Hazardous Substances has occurred at, on, above, under or from any properties currently or, to the Knowledge of GFI, formerly owned, leased, operated or used by GFI or any GFI Subsidiary that, in each case, has resulted in or would which could reasonably be expected to result in affect the Real Property. Applied Optronics has not been nor is presently subject to nor, to the knowledge of Applied Optronics, threatened with any material cost, liability administrative or obligation judicial proceedings pursuant to the Regulations. Applied Optronics has no knowledge of GFI any conditions or any GFI Subsidiary under any Environmental Law. There are no circumstances, actions, activities, conditions, events or incidents circumstances that could reasonably be expected to result in any material the determination of liability or obligation against GFI or any GFI Subsidiary Applied Optronics relating to (i) the environmental conditions atmatters that would have a Material Adverse Effect, onincluding, abovebut not limited to, under, or about any properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or (ii) the Claim arising from past or present useenvironmental practices with respect to Hazardous Materials, managementthe Real Property or to any disposal sites. No Hazardous Materials have been or are threatened to be discharged, handlingomitted or released into the air, transportwater, treatmentsoil, generationor subsurface at or from any Real Property by Applied Optronics or, storageto Applied Optronics' knowledge, disposalby any other person. Applied Optronics will provide such notifications, Release and take such further actions, as may be required under the New Jersey Industrial Site Recovery Act, N.J.S.A. 13: 1K-6 et seq. ("ISRA"), all of which shall be completed prior to the Closing Date. Applied Optronics will provide ESC with copies of all notifications, filings, reports and declarations made or threatened Release obtained pursuant to or in connection with the requirements of Hazardous Substances at any location regardless of whether such location was or is owned or operated by GFI or any GFI Subsidiary. GFI has provided to Parent all environmental site assessments, audits, reports, investigations and studies in the possession, custody or control of GFI or any GFI Subsidiary relating to properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or otherwise relating to GFI’s or any GFI Subsidiary’s compliance with Environmental LawsISRA.

Environmental Laws and Regulations. GFI and each GFI Subsidiary has complied and is in compliance in all material respects with all applicable Environmental Laws and has obtained and is in compliance in all material respects with all Environmental Permits. Except as do would not constitute reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ia) no notice of violationthe Company and its Subsidiaries have complied at all times with all applicable Environmental Laws, notification of liability, demand, request for information, citation, summons or Order relating to or arising out of any Environmental Law (b) there has been received by GFI no Release at any real property that the Company or any GFI Subsidiaryof its Subsidiaries uses or occupies or has the right to use or occupy pursuant to a lease, and ground lease, sublease, license or similar agreement (iisuch property subject to a lease, ground lease, sublease, license or similar agreement, collectively, the “Company Leased Real Property”), of Hazardous Materials by the Company or any of its Subsidiaries, (c) no complaint there has been filed, no penalty or fine has been assessed or, to the Knowledge of GFI, is threatened and no investigation, action, claim, suit or proceeding is pending or, to the Knowledge of GFI, threatened by any Person involving GFI or any GFI Subsidiary, relating to or arising out of any Environmental Law. No Release or threatened Release of Hazardous Substances has occurred Materials by the Company or any of its Subsidiaries as a result of any operations or activities of the Company or any of its Subsidiaries that would reasonably be expected to give rise to any Liability to the Company or its Subsidiaries, (d) to the Company’s knowledge, no Hazardous Materials are present at, on, above, under or from any properties currently or, to the Knowledge of GFI, formerly owned, leased, operated or used by GFI or any GFI Subsidiary that, in each case, has resulted in or under any property owned or leased by the Company or its Subsidiaries that would reasonably be expected to result in any material cost, liability or obligation of GFI Liabilities under applicable Environmental Laws for which the Company or any GFI Subsidiary under of its Subsidiaries would be responsible, (e) none of the Company and its Subsidiaries is subject to any Environmental Law. There are no circumstances, actions, activities, conditions, events Order or incidents any indemnity obligation or other Contract with any Person that could would reasonably be expected to result in any material liability or obligation against GFI Liabilities to the Company or any GFI Subsidiary of its Subsidiaries under applicable Environmental Laws or concerning Hazardous Materials or Releases and (f) in the past five years, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity or private party alleging Liability or non-compliance by the Company or any of its Subsidiaries with respect to any Environmental Law or Company Permit required by applicable Environmental Law in connection with the ownership or operation of their respective businesses. The Company has made available to Parent true and complete copies of all environmental reports, studies and assessments in the possession of the Company relating to (i) the environmental conditions at, on, above, under, Company or about any its Subsidiaries or their respective current or former properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or (ii) the past or present use, management, handling, transport, treatment, generation, storage, disposal, Release or threatened Release of Hazardous Substances at any location regardless of whether such location was or is owned or operated by GFI or any GFI Subsidiary. GFI has provided to Parent all environmental site assessments, audits, reports, investigations and studies in the possession, custody or control of GFI or any GFI Subsidiary relating to properties or assets currently or formerly owned, leased, operated or used by GFI or any GFI Subsidiary or otherwise relating to GFI’s or any GFI Subsidiary’s compliance with Environmental Lawsoperations.