Common use of Environmental Liability Clause in Contracts

Environmental Liability. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI or any of its Subsidiaries, (i) HBI and the HBI Subsidiaries are in compliance, and since January 1, 2017 have complied, with all applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI or any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) years. (b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or human health and safety as it relates to Hazardous Substance exposure, including those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.

Environmental Liability. (a) Except Each of NCF and its Subsidiaries and, to the knowledge of NCF, each of the NCF Participation Facilities and the NCF Loan Properties (each as would defined below, for so long as they were NCF Loan Properties or NCF Participation Facilities) are and have been in compliance with all applicable Environmental Laws; (b) There is no suit, claim, action or proceeding pending or, to the knowledge of NCF, threatened, before any Governmental Entity or other forum in which NCF, any of its Subsidiaries, and, to the knowledge of NCF, any NCF Participation Facility or any NCF Loan Property, has been or, with respect to threatened proceedings, is reasonably likely to be, named as a defendant (i) for alleged noncompliance (including by any predecessor) with any Environmental Laws or (ii) relating to the release, threatened release or exposure of any Hazardous Material whether or not reasonably be expected to haveoccurring at or on a site owned, individually leased or in the aggregate, a Material Adverse Effect on HBI operated by NCF or any of its Subsidiaries, any NCF Participation Facility or any NCF Loan Property; and (c) To the knowledge of NCF, during the period of: (i) HBI and the HBI Subsidiaries are in compliance, and since January 1, 2017 have complied, with all applicable Environmental LawsNCF's or any of its Subsidiaries' ownership or operation of any of their respective current or former properties, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI NCF's or any of its Subsidiaries' participation in the HBI Subsidiariesmanagement of any NCF Participation Facility, or on (iii) NCF's or any of its Subsidiaries' interest in a NCF Loan Property, there has been no release of Hazardous Materials in, on, under or affecting any such property, which could reasonably be expected to require remediation pursuant to any Environmental Law. To the knowledge of NCF, prior to the period of (x) NCF's or any of its Subsidiaries' ownership or operation of any of their respective current or former properties, (y) NCF's or any of its Subsidiaries' participation in the management of any NCF Participation Facility, or (z) NCF's or any of its Subsidiaries' interest in a NCF Loan Property, there was no release or threatened release of Hazardous Materials in, on, under or affecting any such property, NCF Participation Facility or NCF Loan Property, which could reasonably be expected to require remediation pursuant to any Environmental Law. (d) The following definitions apply for purposes of this Agreement: (i) "NCF Loan Property" means any property in which HBI NCF or any of the HBI its Subsidiaries has held holds a security interestinterest and, Lienwhere required by the context, said term means the owner or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any operator of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, such property; and (v) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) years. (b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or human health and safety as it relates to Hazardous Substance exposure, including those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” "NCF Participation Facility" means any elementfacility in which NCF or any of its Subsidiaries participates in the management and, substancewhere required by the context, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the said term “Contamination” means the emission, discharge owner or release of any Hazardous Substance to, on, onto or into the environment and the effects operator of such emission, discharge or release, including the presence or existence of any such Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substancesproperty.

Environmental Liability. (a) Except as would During the period that CBSI or any of its Subsidiaries has owned, leased or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release, from or under such properties or facilities. There is not reasonably be expected now nor has there ever been any presence, disposal, release, from or under any of such properties or facilities, which may have occurred prior to haveCBSI having taken possession of any of such properties or facilities. For the purposes of this Agreement, individually or in the aggregate, a Material Adverse Effect on HBI terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by CERCLA. (b) The operations of CBSI or any of its Subsidiaries, (i) HBI and the HBI properties that CBSI or any of its Subsidiaries owns or leases, are in compliancecompliance with Environmental Law. During the time that CBSI or any of its Subsidiaries has owned or leased its properties and facilities, neither CBSI or any of its Subsidiaries nor, to the best Knowledge of CBSI, any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental Law. (c) During the time that CBSI or any of its Subsidiaries has owned or leased its properties and since January 1facilities, 2017 have compliedthere has been no litigation brought or, to the best Knowledge CBSI, threatened against CBSI or any of its Subsidiaries by, or any settlement reached by CBSI or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities which has not been addressed or remediated in accordance with all applicable Environmental Laws. (d) There are no facts, (ii) no Contamination exceeding applicable cleanup standards circumstances or remediation thresholds conditions relating to the properties and facilities owned or leased by CBSI or any of its Subsidiaries known to CBSI which are reasonably likely to give rise to a claim under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI or any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, Costs and (v) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) yearsLiabilities. (b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or human health and safety as it relates to Hazardous Substance exposure, including those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.

Environmental Liability. (a) Except During the period that Oneida or any of its Subsidiaries has owned, leased or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Oneida having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. § 9601 et seq., as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI amended (“CERCLA”). (b) The operations of Oneida or any of its Subsidiaries, (i) HBI and the HBI properties that Oneida or any of its Subsidiaries owns or leases, are in compliancecompliance with Environmental Law. During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, and since January 1neither Oneida or any of its Subsidiaries nor, 2017 have compliedto the best Knowledge of Oneida, with all any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental LawsLaw. (c) During the time that Oneida or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best Knowledge Oneida, threatened against Oneida or any of its Subsidiaries by, or any settlement reached by Oneida or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (iid) There are no Contamination exceeding applicable cleanup standards facts, circumstances or remediation thresholds conditions relating to the properties and facilities owned or leased by Oneida or any of its Subsidiaries known to Oneida which are reasonably likely to give rise to a claim under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI or any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, Costs and (v) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) yearsLiabilities. (b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or human health and safety as it relates to Hazardous Substance exposure, including those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.

Environmental Liability. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI or any of its SubsidiariesTo FNB’s Knowledge, (iA) HBI FNB and the HBI its Subsidiaries are in compliance, and since January 1, 2017 have complied, material compliance with all applicable Environmental Laws, (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI FNB or any of the HBI its Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to could result in an a material Environmental Liability for HBI FNB or the HBI its Subsidiaries, (iiiC) no Contamination exists at any real property currently owned by a third party that would reasonably be likely to could result in an a material Environmental Liability for HBI FNB or the HBI its Subsidiaries, (ivD) neither HBI FNB nor any of the HBI its Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and (vE) neither HBI FNB nor any of the HBI its Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to could result in an a material Environmental Liability of HBI FNB or its Subsidiaries and (F) FNB has set forth in the HBI Subsidiaries. HBI has FNB Disclosure Schedule and made available to FNB CBI copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBIFNB, the HBI its Subsidiaries and any currently owned or leased operated property of HBI FNB which were prepared in the last four (4) five years. (b) As used in this AgreementThere are no legal, (i) the term “Environmental Laws” means collectivelyadministrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permitsnature seeking to impose, or other mandatesthat are reasonably likely to result in the imposition, on FNB of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, pending or threatened against FNB, which liability or obligation is reasonably likely to have, either individually or in the aggregate, a Governmental Entity relating Material Adverse Effect on FNB. To the knowledge of FNB, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on FNB. FNB is not subject to any Hazardous Substanceagreement, Contaminationorder, protection of the environment judgment, decree, letter or human health and safety as it relates to Hazardous Substance exposure, including those relating to emissions, discharges memorandum by or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by with any Governmental Entity under or third party imposing any Environmental Lawliability or obligation with respect to the foregoing that is reasonably likely to have, either individually or in the presence or existence of which gives rise to any Environmental Liabilityaggregate, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substancesa Material Adverse Effect on FNB.

Environmental Liability. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI or any of its SubsidiariesTo ANNB’s knowledge, (i) HBI ANNB and the HBI ANNB Subsidiaries are in compliance, and since January 1, 2017 have complied, material compliance with all applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI ANNB or any of the HBI ANNB Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely expected to result in an a material Environmental Liability for HBI ANNB or the HBI ANNB Subsidiaries, (iii) no Contamination exists at any real property currently owned by a third party that would reasonably be likely expected to result in an a material Environmental Liability for HBI ANNB or the HBI ANNB Subsidiaries, (iv) neither HBI ANNB nor any of the HBI ANNB Subsidiaries has received any written notice, demand letter, or claim or request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither HBI ANNB nor any of the HBI ANNB Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely expected to result in an a material Environmental Liability of HBI ANNB or the HBI Subsidiaries. HBI ANNB Subsidiaries and (vi) ANNB has listed in Section 3.16 of the ANNB Disclosure Schedule and made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBIANNB, the HBI ANNB Subsidiaries and any Owned Properties, Leased Properties or other currently owned or leased operated real property of HBI ANNB or any ANNB Subsidiary which were prepared in the last four (4) five years. (b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or protection of human health and safety as it relates to Hazardous Substance exposuresafety, including including, without limitation, those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance, Substance and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.

Environmental Liability. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect set forth on HBI or any of its Subsidiaries, Schedule 3.21: (i) HBI and the HBI Subsidiaries are INFUSYSTEM is in compliancecompliance with, and since January 1has at all times complied with, 2017 have complied, with all applicable Environmental Laws, Laws (as defined below) in all material respects; (ii) there are no Contamination exceeding applicable cleanup standards or remediation thresholds under Hazardous Substances (as defined below) attributable to INFUSYSTEM, nor to its best knowledge, attributable to any Environmental Law exists other person, present now, nor have there been Hazardous Substances present at any real propertytime, including buildings on, under, in, or other structures, currently about INFUSYSTEM Property (as defined below) or properties formerly owned or operated by HBI INFUSYSTEM (including soils, groundwater, surface water, buildings or other structures), nor, to its best knowledge, have any of Hazardous Substances migrated or threatened to migrate from other properties upon, about or beneath the HBI Subsidiaries, INFUSYSTEM Property or on any property in which HBI properties formerly owned or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management roleoperated by INFUSYSTEM, that would reasonably be likely may subject INFUSYSTEM to result in an material liability under any Environmental Liability for HBI or the HBI Subsidiaries, Law; (iii) there has been no Contamination exists at disposal or release of Hazardous Substances by INFUSYSTEM, nor to its best knowledge, by any real property other person, on, under, in, or about INFUSYSTEM Property or properties formerly owned or operated by a third party INFUSYSTEM that would reasonably be likely may subject INFUSYSTEM to result in an material liability under any Environmental Liability for HBI or the HBI Subsidiaries, Law; (iv) INFUSYSTEM is not subject to material liability under any Environmental Law for any Hazardous Substance disposal or contamination arising from INFUSYSTEM's business or operations on any third party property; (v) INFUSYSTEM has not caused any release or threat of release of any Hazardous Substance (not covered by i-iv above) that may subject INFUSYSTEM to material liability under any Environmental Law; (vi) neither HBI nor INFUSYSTEM nor, to its best knowledge, any prior owner, tenant, occupant or user of the HBI Subsidiaries INFUSYSTEM Property and properties formerly owned or operated by INFUSYSTEM has received any written notice, demand demand, letter, claim or request for information relating to INFUSYSTEM Property or properties formerly owned or operated by INFUSYSTEM alleging any material violation of, of or liability under, under any Environmental Law, and ; (vvii) neither HBI INFUSYSTEM nor, to its best knowledge, any prior owner, tenant, occupant or user of INFUSYSTEM Property and properties formerly owned or operated by the Company has ever been subject to any orders, decrees, injunctions or other arrangements with any governmental entity, nor any of the HBI Subsidiaries is subject to any order, decree, injunction indemnity or other agreement with any Governmental Entity or any third party relating to INFUSYSTEM Property or properties formerly owned or operated by INFUSYSTEM, alleging liability under any Environmental Law Law; (viii) there are no circumstances or conditions involving INFUSYSTEM that would could reasonably be likely expected to result in an any material claims, liability, investigations, costs or restrictions on the ownership, use or transfer of any INFUSYSTEM Property pursuant to any Environmental Liability of HBI Law; (ix) to its best knowledge, no underground storage tanks, asbestos-containing material, lead-based products, or polychlorinated biphenyls have ever been located on the HBI Subsidiaries. HBI INFUSYSTEM Property or properties formerly owned or operated by INFUSYSTEM; and (x) INFUSYSTEM has delivered or made available to FNB I-FLOW copies of all material environmental assessments, audits, studies, and other environmental reports or studies, sampling data, correspondence and filings in its possession or reasonably available to it relating to HBI, the HBI Subsidiaries and INFUSYSTEM or any currently owned of its current or leased property of HBI which were prepared in the last four (4) yearsformer properties or operations. (b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or human health and safety as it relates to Hazardous Substance exposure, including those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.herein:

Environmental Liability. Except in each case as would not have a Company Material Adverse Effect: (a) Except as The operations of the Company and its Subsidiaries are and have been since January 1, 2008 in material compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining and complying with any Permits required under all applicable Environmental Laws necessary to operate their respective businesses (“Environmental Permits”); (b) The Company and its Subsidiaries are not subject to any pending, or to the Knowledge of the Company, threatened claim, notice, request for information, or other proceeding alleging that the Company or its Subsidiaries may be in material violation of any Environmental Law or any Environmental Permit or may have any material Liability under any Environmental Law; (c) There are no pending or, to the Knowledge of the Company, threatened investigations of the businesses of the Company or its Subsidiaries or any currently, to the Knowledge of the Company, previously owned or leased property of the Company or its Subsidiaries under Environmental Laws, which investigations would not reasonably be expected to have, individually or result in the aggregateCompany or its Subsidiaries incurring any material Liability pursuant to any Environmental Law; (d) No Release of Hazardous Substances has occurred at, a Material Adverse Effect on HBI under, or from any real property now or currently owned, leased or operated by the Company or any of its Subsidiaries, (i) HBI and which such Release reasonably could be expected to give rise to a material Liability for the HBI Company or any of its Subsidiaries are in compliance, and since January 1, 2017 have complied, with all applicable pursuant to Environmental Laws; (e) To the Knowledge of the Company, no Hazardous Substances generated by the businesses of the Company or its Subsidiaries have been disposed of or otherwise managed at any facility that has been placed on the National Priorities List or on any other similar list of hazardous or toxic waste sites published by any Governmental Entity; (iif) no Contamination exceeding applicable cleanup standards Neither the Company nor any Subsidiary is a party to or remediation thresholds bound by any court order, administrative order, consent order or other agreement between it and any Governmental Entity entered into in connection with any legal obligation or Liability arising under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI or any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, Law; and (iiig) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI The Company has made available to FNB Parent in the Dataroom complete and accurate copies of all material environmental reports or studiesassessments, sampling datareports, correspondence audits and filings other documents in its possession or relating under its control that relate to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) years. (b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or human health and safety as it relates to Hazardous Substance exposure, including those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment environmental condition of any Hazardous Substancereal property currently or formerly owned, leased or operated by the Company or any of its Subsidiaries or (ii) the term “Hazardous Substance” means any element, substance, compound Company's or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any its Subsidiaries' compliance with Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous SubstancesLaws.

Environmental Liability. (a) Except During the period that ESLBI or any of its Subsidiaries has owned, leased or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release or threatened release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to ESLBI having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms "disposal," "release," and "threatened release" shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. Section 9601 et seq., as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI amended ("CERCLA"). (b) The operations of ESLBI or any of its Subsidiaries, (i) HBI and the HBI properties that ESLBI or any of its Subsidiaries owns or leases, are in compliancecompliance with Environmental Law. During the time that ESLBI or any of its Subsidiaries has owned or leased its properties and facilities, and since January 1neither ESLBI or any of its Subsidiaries nor, 2017 have compliedto the best knowledge of ESLBI, with all any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental LawsLaw. (c) During the time that ESLBI or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the best knowledge ESLBI, threatened against ESLBI or any of its Subsidiaries by, or any settlement reached by ESLBI or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (iid) There are no Contamination exceeding applicable cleanup standards facts, circumstances or remediation thresholds conditions relating to the properties and facilities owned or leased by ESLBI or any of its Subsidiaries known to ESLBI which are reasonably likely to give rise to a claim under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI or any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, Costs and (v) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) yearsLiabilities. (b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or human health and safety as it relates to Hazardous Substance exposure, including those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.

Environmental Liability. (a) Except as would not reasonably be expected The Landlord represents and warrants, to have, individually or in the aggregate, a Material Adverse Effect on HBI or any best of its Subsidiariesknowledge and belief, (i) HBI that the land and the HBI Subsidiaries are Building comply in compliance, and since January 1, 2017 have complied, all material respects with all applicable Environmental Lawsfederal, (ii) no Contamination exceeding applicable cleanup standards provincial or remediation thresholds under any Environmental Law exists at any real propertylocal environmental, including buildings or other structures, currently or formerly owned or operated by HBI or any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Lawhealth and safety statutes and regulations, and (v) that neither HBI the Land nor any of the HBI Subsidiaries is Building are subject to any orderjudicial or administrative proceedings alleging the violation of any federal, decree, injunction provincial or other agreement with any Governmental Entity local environmental or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) years. (b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or human health and safety as it relates to Hazardous Substance exposurestatutes or regulations. The Landlord hereby represents and warrants that the Leased Premises (including the Landlord’s Work and Tenant’s Work performed by the Landlord but excluding any leasehold improvements and other construction made by the Tenant after the Commencement Date), including those relating to emissionsare now and will, discharges or releases or threatened emissionsat all time throughout the Term of the Lease and any renewal thereof, discharges or releases to, on, onto or into the environment remain free of any Hazardous Substancesubstance deemed to be hazardous to health by lawful authority (such as PCB’s and asbestos) to the extent that the Leased Premises should not be occupied. The Landlord and the Tenant acknowledge that asbestos was present on the 8th floor but the Landlord represents that it has been removed in accordance with industry practice where accessible and in other rare no-accessible areas, (ii) has been encapsulated. Notwithstanding the term “Hazardous Substance” means any elementforegoing, substancethe Landlord and the Tenant acknowledge that the Leased Premises contain encapsulated asbestos and ballasts may contain PCB’s, compound neither of which is to Landlord’s best knowledge hazardous to health, provided that they are not tampered with or mixture whether soliddisturbed. Each of the Landlord and the Tenant covenants and agrees that if its employees, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Lawcontractors, or agents tamper with or disturb such encapsulated asbestos or ballasts, it shall indemnify and save harmless the presence other from and against all costs, damages, losses, expenses and liabilities caused by or existence related to such tampering or disturbance. The Landlord will provide a letter certifying that, to the best of which gives rise to any Environmental Liabilityhis knowledge and belief, (iii) the term “Contamination” means Landlord’s Work and the emission, discharge or release Tenant’s Work remain free of any Hazardous Substance tosubstance deemed to be hazardous to health by lawful authority (such as PCB’s and asbestos) to the extent that the Leased Premises should not be occupied, on, onto or into before the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous SubstancesOccupancy Date.

Environmental Liability. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI or any of its SubsidiariesTo FNB’s Knowledge, (iA) HBI FNB and the HBI its Subsidiaries are in compliance, and since January 1, 2017 have complied, material compliance with all applicable Environmental Laws, environmental laws; (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI FNB or any of the HBI its Subsidiaries, or on any property in which HBI FNB or any of the HBI its Subsidiaries has held a security interest, Lien, Lien or a fiduciary or management rolerole (“FNB Loan Property”), that would reasonably be likely to result has been contaminated with, or has had any release of, any Hazardous Substance except in an material compliance with Environmental Liability for HBI or the HBI Subsidiaries, Laws; (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (ivC) neither HBI FNB nor any of its Subsidiaries could be deemed the HBI owner or operator of, or have actively participated in the management regarding Hazardous Substances of, any FNB Loan Property that has been contaminated with, or has had any material and unlawful release to the environment of, any regulated quantity of any Hazardous Substance; (D) neither FNB nor any of its Subsidiaries has any material liability for any Hazardous Substance disposal or contamination on any third party property; (E) neither FNB nor any of its Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and ; (vF) neither HBI FNB nor any of the HBI its Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under relating to any Environmental Law; (G) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving FNB or any of its Subsidiaries, any currently or formerly owned or operated property, or any FNB Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against FNB or any of its Subsidiaries, result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law that would reasonably be likely to result or materially and adversely affect the value of any FNB Loan Property, (H) FNB has set forth in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has FNB Disclosure Schedule and made available to FNB Omega copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or reasonably available to it relating to HBIFNB, the HBI its Subsidiaries and any currently owned or leased operated property of HBI FNB which were prepared in the last four five years and (4I) FNB has made available to Omega copies of all environmental reports or studies, sampling data, correspondence and filings in the possession or reasonably available to it relating to any currently outstanding FNB Loan and which were prepared for FNB in the last five years. (b) As used in this AgreementThere are no legal, (i) the term “Environmental Laws” means collectivelyadministrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permitsnature seeking to impose, or other mandatesthat are reasonably likely to result in the imposition, on FNB of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation or ordinance including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, pending or threatened against FNB, which liability or obligation is reasonably likely to have, either individually or in the aggregate, a Governmental Entity relating Material Adverse Effect on FNB. To the knowledge of FNB, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on FNB. FNB is not subject to any Hazardous Substanceagreement, Contaminationorder, protection of the environment judgment, decree, letter or human health and safety as it relates to Hazardous Substance exposure, including those relating to emissions, discharges memorandum by or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by with any Governmental Entity under or third party imposing any Environmental Lawliability or obligation with respect to the foregoing that is reasonably likely to have, either individually or in the presence or existence of which gives rise to any Environmental Liabilityaggregate, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substancesa Material Adverse Effect on FNB.

Environmental Liability. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI or any of its SubsidiariesTo Omega’s Knowledge, (iA) HBI Omega and the HBI its Subsidiaries are in compliance, and since January 1, 2017 have complied, material compliance with all applicable Environmental Laws, environmental laws; (iiB) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI Omega or any of the HBI its Subsidiaries, or on any property in which HBI Omega or any of the HBI its Subsidiaries has held a security interest, Lien, Lien or a fiduciary or management rolerole (“Omega Loan Property”), that would reasonably be likely to result has been contaminated with, or has had any release of, any Hazardous Substance except in an material compliance with Environmental Liability for HBI or the HBI Subsidiaries, Laws; (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (ivC) neither HBI Omega nor any of its Subsidiaries could be deemed the HBI owner or operator of, or have actively participated in the management regarding Hazardous Substances of, any Omega Loan Property that has been contaminated with, or has had any material and unlawful release to the environment of, any regulated quantity of any Hazardous Substance; (D) neither Omega nor any of its Subsidiaries has any material liability for any Hazardous Substance disposal or contamination on any third party property; (E) neither Omega nor any of its Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and ; (vF) neither HBI Omega nor any of the HBI its Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under relating to any Environmental Law; (G) there are no circumstances or conditions (including the presence of unencapsulated friable asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning or automotive services) involving Omega or any of its Subsidiaries, any currently or formerly owned or operated property, or any Omega Loan Property, that could reasonably be expected to result in any material claims, liability or investigations against Omega or any of its Subsidiaries, result in any material restrictions on the ownership, use or transfer of any property pursuant to any Environmental Law that would reasonably be likely to result or materially and adversely affect the value of any Omega Loan Property, (H) Omega has set forth in an Environmental Liability Section 3.17 of HBI or the HBI Subsidiaries. HBI has Omega Disclosure Schedule and made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or reasonably available to it relating to HBIOmega, the HBI its Subsidiaries and any currently owned or leased operated property of HBI Omega which were prepared in the last four five years and (4I) Omega has made available to FNB copies of all environmental reports or studies, sampling data, correspondence and filings in the possession or reasonably available to it relating to any currently outstanding Omega Loan (as defined in Section 5.2(s)) and which were prepared for Omega in the last five years. (b) As used in this Agreementherein, (iA) the term “Environmental Laws” means collectivelyany federal, any and all lawsstate or local law, ordinancesregulation, rulesorder, regulationsdecree or permit relating to: (1) the protection or restoration of the environment, directiveshuman health, orders, authorizations, decrees, permits, safety or other mandates, of a Governmental Entity relating natural resources in regard to any Hazardous Substance; (2) the handling, Contaminationuse, protection of the environment or human health and safety as it relates to Hazardous Substance exposurepresence, including those relating to emissionsdisposal, discharges or releases release or threatened emissions, discharges or releases to, on, onto or into release to the environment of any Hazardous Substance or (3) material effects of any Hazardous Substance on any legally delineated wetlands, indoor air spaces; (4) any material physical damage injury or any injury or threat of injury to persons or property in connection with any Hazardous Substance, ; and (iiB) the term “Hazardous Substance” means any elementregulated quantity of any substance other than at concentrations and in locations that are naturally occurring that are: (1) listed, substanceclassified or regulated pursuant to any Environmental Law; (2) any petroleum product or by-product, compound asbestos-containing material, lead-containing paint or mixture whether solidplumbing, liquid polychlorinated biphenyls, radioactive materials or gaseous radon or (3) any other substance that is the subject to regulation of regulatory action by any Governmental Entity under in connection with any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, Law and (iiiC) the term “ContaminationOmega’s Knowledge” means the emissionactual knowledge, discharge or release immediately prior to the Effective Time and Effective Date, of any Hazardous Substance to, on, onto or into the environment and the effects officer of such emission, discharge or release, including the presence or existence of any such Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous SubstancesOmega.

Environmental Liability. (a) The Company and each of its Subsidiaries has been since January 2, 2002 and currently is in compliance with all Environmental Laws, including possessing and complying with all Environmental Permits, except for such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. To the Company's Knowledge, there are no conditions or circumstances that would limit or preclude it or its Subsidiaries from renewing such Environmental Permits. (b) There is no pending or, to the Knowledge of the Company, threatened investigation, action, claim, lawsuit, review or administrative proceeding against the Company or any of its Subsidiaries, under or pursuant to any Environmental Law (an "ENVIRONMENTAL CLAIM"), that would reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notice, notification, demand, citation, summons or order from any Person alleging that the Company or any of its Subsidiaries has been or is in violation of any Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved and would reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any request for information from any Person related to liability under or compliance with any applicable Environmental Law, except for such matters as would not, if they matured into a claim against the Company or any of its Subsidiaries, reasonably be expected to have a Company Material Adverse Effect. (c) With respect to the real property that is currently owned, leased or operated by the Company or any of its Subsidiaries, there have been no contaminations, spills, discharges or releases (as such term is defined by CERCLA without regard to the exceptions therein) of Hazardous Substances on, underneath, or migrating to or from any of such real property that would reasonably be expected to have a Company Material Adverse Effect. (d) With respect to real property that was formerly owned, leased or operated by the Company or any of its Subsidiaries, to the Knowledge of the Company, there were no contaminations, spills, discharges or releases (as such term is defined by the CERCLA without regard to the exceptions therein) of Hazardous Substances on, underneath, or migrating to or from any of such real property during or prior to the Company's or any of its Subsidiaries' ownership or operation of such real property that would reasonably be expected to result in a Company Material Adverse Effect. (e) Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has entered into or agreed to, or is otherwise subject to, any judgment relating to any Environmental Law or to the investigation or remediation of Hazardous Substances. (f) Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, there has been no treatment, storage or release of any Hazardous Substances that would reasonably be expected to form the basis of any Environmental Claim against the Company or any of its Subsidiaries or against any Person whose liabilities for such Environmental Claims the Company or any of its Subsidiaries has retained or assumed, either contractually or by operation of law. (g) Except as disclosed in Section 2.15(g) of the Company Disclosure Schedules, there are no underground storage tanks at, on, under or about (i) any Real Property or (ii) to the Knowledge of the Company, any other property operated by the Company or any of its Subsidiaries. (h) Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, and except as described in Section 2.15(h) of the Company Disclosure Schedules, to the Knowledge of the Company, any asbestos-containing material that is at, under or about property owned, operated or leased by the Company or any of its Subsidiaries is non-friable or encapsulated and in good condition according to the generally accepted standards and practices governing such material, and its presence or current condition does not violate or otherwise require abatement or removal pursuant to any applicable Environmental Law. No matter listed on Section 2.15(h) of the Company Disclosure Schedules, individually or in the aggregate, could reasonably be expected to have or result in a Company Material Adverse Effect. (i) The Company and its Subsidiaries have furnished or made available to Parent complete and correct copies of all material environmental site assessment reports, studies, and correspondence on environmental matters (in each instance relevant to the Company or its Subsidiaries) relating to their respective operations, assets, businesses or properties. (j) Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on HBI Effect, to the Knowledge of the Company, there are no past or present conditions, events, circumstances, facts, activities, practices, incidents, actions, omissions or plans (A) that could reasonably be expected to interfere with or prevent continued compliance by the Company or any of its Subsidiaries, Subsidiaries with Environmental Laws or (iB) HBI and that could reasonably be expected to give rise to any liability or other obligation of the HBI Company or any of its Subsidiaries are in compliance, and since January 1, 2017 have complied, with all applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI or any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) yearsLaws. (b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or human health and safety as it relates to Hazardous Substance exposure, including those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.

Environmental Liability. (a) Except as would not reasonably be expected to havedisclosed in Section 3.02(z) of the Seller Disclosure Schedule: (1) neither the conduct or operation of Seller Bank or Seller Bank Subsidiaries nor any condition of any property presently or previously owned, individually leased or in the aggregate, a Material Adverse Effect on HBI or operated by any of its Subsidiariesthem (including in a fiduciary or agency capacity), (i) HBI and the HBI Subsidiaries are violates or, has violated in compliance, and since January 1, 2017 have complied, with all applicable any material respect any Environmental Laws; (2) there has been no release of any Hazardous Substance by, (ii) no Contamination exceeding applicable cleanup standards or remediation thresholds under contamination on any Environmental Law exists at any real property, including buildings or other structures, property currently or formerly owned or operated by HBI by, Seller Bank or any of the HBI Subsidiaries, Seller Bank’s Subsidiaries in any manner that has given rise to any current or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely expected to result in an give rise to any future remedial obligation, corrective action requirement or material Liabilities under applicable Environmental Liability for HBI or the HBI Subsidiaries, Laws; (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv3) neither HBI Seller Bank nor any of the HBI Seller Bank’s Subsidiaries has received any written noticeclaims, notices, demand letter, claim letters or request requests for information alleging (except for such claims, notices, demand letters or requests for information the subject matter of which has been resolved prior to the date of this Agreement) from any Governmental Authority or any other Person asserting that Seller Bank or any of Seller Bank’s Subsidiaries are alleged to have any material violation of, or liability under, any Environmental Law, and (v) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) years. (b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or human health and safety as it relates to Hazardous Substance exposure, including those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity Liabilities under any Environmental Law, including responsibility for the cleanup or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release other remediation of any Hazardous Substance topollutants, contaminants or hazardous or toxic wastes, substances or materials at, on, onto beneath or into the environment and the effects of such emissionoriginating from any property they have owned, discharge leased, operated or releaseheld as collateral or in a fiduciary capacity; (4) no Hazardous Substance has been disposed of, including the presence arranged to be disposed of, released or existence transported in violation of any applicable Environmental Law, or in a manner that has given rise to, or that would reasonably be expected to give rise to, any material Liabilities under any Environmental Law, from any current or former properties or facilities while owned or operated by Seller Bank or any of Seller Bank’s Subsidiaries or as a result of any operations or activities of Seller Bank or any of its Subsidiaries at any location, and, to Seller’s Knowledge, Hazardous Substances are not otherwise present at or about any such Hazardous Substanceproperties or facilities in amount or condition that has resulted in or would reasonably be expected to result in Liabilities to Seller Bank or any of Seller Bank’s Subsidiaries under any Environmental Law; (5) neither Seller Bank, Seller Bank’s Subsidiaries nor any of their respective properties or facilities are subject to, or are, to Seller’s Knowledge, threatened to become subject to, any Liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment, indemnity or claim asserted or arising under any Environmental Law; and (iv6) the term “Environmental Liability” means liabilities for responseSeller Parent has made available to Purchaser Bank copies of all environmental reports, remedial or investigation costsstudies, assessments, sampling data and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or environmental information in its possession relating to Seller Bank or arising from Contamination any of Seller Bank’s Subsidiaries or Hazardous Substancesany of their current or former properties or operations. Notwithstanding anything in this Agreement to the contrary, the representations and warranties contained in this Section 3.02(z) are the only representations and warranties being made by the Seller Parent in this Agreement with respect to compliance with or Liabilities under Environmental Laws.

Environmental Liability. (a) Except During the period that ONBC or any of its Subsidiaries has owned, leased or operated any properties or facilities, neither it nor any other Person has disposed, released, or participated in or authorized the release or threatened release of Hazardous Materials on, from or under such properties or facilities. There is not now nor has there ever been any presence, disposal, release or threatened release of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to ONBC having taken possession of any of such properties or facilities. For the purposes of this Agreement, the terms "disposal," "release," and "threatened release" shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C. ss. 9601 et seq., as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on HBI amended ("CERCLA"). (b) The operations of ONBC or any of its Subsidiaries, (i) HBI and the HBI properties that ONBC or any of its Subsidiaries owns or leases, are in compliancecompliance with Environmental Law. During the time that ONBC or any of its Subsidiaries has owned or leased its properties and facilities, and since January 1neither ONBC or any of its Subsidiaries nor, 2017 have compliedto the knowledge of ONBC, with all any third party has used, generated, manufactured or stored on, under or about such properties or facilities or transported or arranged for disposal to or from such properties or facilities, any Hazardous Materials in violation of applicable Environmental LawsLaw. (c) During the time that ONBC or any of its Subsidiaries has owned or leased its properties and facilities, there has been no litigation brought or, to the knowledge ONBC, threatened against ONBC or any of its Subsidiaries by, or any settlement reached by ONBC or any of its Subsidiaries with, any Person alleging the presence, disposal, release or threatened release of any Hazardous Materials, on from or under any of such properties or facilities. (iid) There are no Contamination exceeding applicable cleanup standards facts, circumstances or remediation thresholds conditions relating to the properties and facilities owned or leased by ONBC or any of its Subsidiaries known to ONBC which are reasonably likely to give rise to a claim under any Environmental Law exists at any real property, including buildings or other structures, currently or formerly owned or operated by HBI or any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, Costs and (v) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) yearsLiabilities. (b) As used in this Agreement, (i) the term “Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permits, or other mandates, of a Governmental Entity relating to any Hazardous Substance, Contamination, protection of the environment or human health and safety as it relates to Hazardous Substance exposure, including those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge or release of any Hazardous Substance to, on, onto or into the environment and the effects of such emission, discharge or release, including the presence or existence of any such Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required under, or necessary to attain or maintain compliance with, applicable Environmental Laws or relating to or arising from Contamination or Hazardous Substances.

Environmental Liability. (a) Except as would TARGET and its Subsidiaries have been and are in compliance in all material respects (which compliance includes, but is not limited to, the possession of all permits and other governmental authorizations required under applicable Environmental Laws and compliance with the terms and conditions thereof obtain could reasonably be expected to have, individually or in the aggregate, (x) have a TARGET Material Adverse Effect on HBI Effect, (y) materially impair ability of the TARGET to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of its Subsidiaries, (ithe transactions contemplated by this Agreement) HBI with all Environmental Laws and the HBI Subsidiaries are in complianceCompany has not received any notice of any alleged claim, and since January 1, 2017 have complied, with all applicable Environmental Laws, (ii) no Contamination exceeding applicable cleanup standards violation of or remediation thresholds liability under any Environmental Law exists at Laws which has not heretofore been cured or for which there is any real property, including buildings or other structures, currently or formerly owned or operated by HBI or any of the HBI Subsidiaries, or on any property in which HBI or any of the HBI Subsidiaries has held a security interest, Lien, or a fiduciary or management role, that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iii) no Contamination exists at any real property owned by a third party that would reasonably be likely to result in an Environmental Liability for HBI or the HBI Subsidiaries, (iv) neither HBI nor any of the HBI Subsidiaries has received any written notice, demand letter, claim or request for information alleging any material violation of, or liability under, any Environmental Law, and (v) neither HBI nor any of the HBI Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity or any third party under any Environmental Law that would reasonably be likely to result in an Environmental Liability of HBI or the HBI Subsidiaries. HBI has made available to FNB copies of all material environmental reports or studies, sampling data, correspondence and filings in its possession or relating to HBI, the HBI Subsidiaries and any currently owned or leased property of HBI which were prepared in the last four (4) years.remaining liability; (b) As used in this Agreement, (i) the term “Neither TARGET nor any of its Subsidiaries have received notice of any Environmental Laws” means collectively, any and all laws, ordinances, rules, regulations, directives, orders, authorizations, decrees, permitsClaim filed or threatened against it, or other mandatesagainst any person or entity whose liability for any Environmental Claim the Company has retained or assumed either contractually or by operation of law and there are no past or present actions, activities, circumstances, conditions, events or incidents, that to the knowledge of a Governmental Entity relating TARGET could reasonably be expected to form the basis of any Environmental Claim against the Company, the business thereof, or against any person or entity whose liability for any Environmental Claim the Company has retained or assumed either contractually or by operation of law; (c) Neither TARGET nor any of its Subsidiaries have disposed of, emitted, discharged, handled, stored, transported, used or released any Hazardous SubstanceMaterials, Contaminationarranged for the disposal, protection of the environment or human health and safety as it relates to Hazardous Substance exposuredischarge, including those relating to emissions, discharges or releases or threatened emissions, discharges or releases to, on, onto or into the environment of any Hazardous Substance, (ii) the term “Hazardous Substance” means any element, substance, compound or mixture whether solid, liquid or gaseous that is subject to regulation by any Governmental Entity under any Environmental Law, or the presence or existence of which gives rise to any Environmental Liability, (iii) the term “Contamination” means the emission, discharge storage or release of any Hazardous Substance toMaterials, or exposed any employee or other individual to any Hazardous Materials or condition so as to give rise to any material liability or corrective or remedial obligation under any Environmental Laws; and (d) To the knowledge of TARGET no Hazardous Materials are present in, on, onto or into under any properties owned, leased or used at any time (including both land and improvements thereon) by TARGET or its Subsidiaries or for its business, and, to the environment and the effects knowledge of such emissionTARGET, discharge or releaseno reasonable likelihood exists that any Hazardous Materials will come to be present in, including the presence or existence of any such Hazardous Substance, and (iv) the term “Environmental Liability” means liabilities for response, remedial or investigation costs, and any other expenses, including reasonable attorney and consultant fees, laboratory costs and litigation costs, required underon, or necessary under any properties owned, leased or used (including both land and improvements thereon) by the Company for its business, so as to attain give rise to any material liability or maintain compliance with, applicable corrective or remedial obligation under any Environmental Laws or relating to or arising from Contamination or Hazardous SubstancesLaws.