Common use of Environmental Liability Clause in Contracts

Environmental Liability. To the Knowledge of the Company neither the Company nor any of its Subsidiaries has received any written notice of any legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment or human health, 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 (collectively, “Environmental Laws”), which liability or obligation would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, during or prior to the period of (a) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the management of any property, or (c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third Person imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reports.

Environmental Liability. To the Knowledge Except as set forth in Section 4.19 of the Company neither the Company nor any of its Subsidiaries has received any written notice of any Maxtor Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Companyaction, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would reasonably be expected to result in the imposition, on the Company Maxtor or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment environmental protection, human health or human healthsafety as it relates to exposure to hazardous materials, 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 (collectively, the “Environmental Laws”), pending or, to the knowledge of Maxtor, threatened against Maxtor or any of its Subsidiaries, which liability or obligation obligation, individually or in the aggregate, would reasonably be expected to result in have a Company Material Adverse EffectEffect on Maxtor. To the Knowledge knowledge of Maxtor, there is no reasonable basis for any such proceeding, claim, action or governmental investigations of any nature that would impose any liability or obligation which, individually or in the Companyaggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor. To the knowledge of Maxtor, during or prior to the period of (ai) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (bii) its or any of its Subsidiaries’ participation in the management of any property, or (ciii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which which, individually or in the aggregate, would reasonably be expected to result in have a Company Material Adverse EffectEffect on Maxtor. Neither the Company Maxtor nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance thatwhich, individually or in the aggregate, would not reasonably be expected to result in have a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsEffect on Maxtor.

Environmental Liability. To the Knowledge Except as set forth in Section 4.21 of the Company neither the Company nor any of its Subsidiaries has received any written notice of any Northern Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Companyaction, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably could be expected to result in the impositionimposition of, on the Company or any of its Subsidiaries of Northern any liability or obligation arising under common law standards relating to protection of the environment environmental protection, human health or human healthsafety, or arising under any local, state or federal environmental statute, regulation or ordinance, including including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, “Environmental Laws”the "ENVIRONMENTAL LAWS"), pending or, to the knowledge of Northern, threatened against Northern, which liability or obligation would have or would reasonably be expected to result in have a Company Material Adverse EffectEffect on Northern. To the Knowledge knowledge of Northern, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on Northern. To the Companyknowledge of Northern, during or prior to the period of (ai) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (bii) its or any of its Subsidiaries’ participation in the management of any property, or (ciii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to result in have a Company Material Adverse EffectEffect on Northern. Neither the Company nor any of its Subsidiaries Northern is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to result in have a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsEffect on Northern.

Environmental Liability. To the Knowledge Except as set forth in Section 4.19 of the Company neither the Company nor any of its Subsidiaries has received any written notice of any H▇▇▇▇▇ United Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Companyaction, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably could be expected to result in the imposition, on the Company H▇▇▇▇▇ United or any of its Subsidiaries of any liability or obligation arising under common law standards relating any Environmental Law pending or, to protection the Knowledge of the environment H▇▇▇▇▇ United, threatened against H▇▇▇▇▇ United or human health, 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 (collectively, “Environmental Laws”)its Subsidiaries, which liability or obligation would have or would reasonably be expected to result in have a Company Material Adverse EffectEffect on H▇▇▇▇▇ United. To the Knowledge of H▇▇▇▇▇ United, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on H▇▇▇▇▇ United. To the CompanyKnowledge of H▇▇▇▇▇ United, during or prior to the period of (ai) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (bii) its or any of its Subsidiaries’ participation in the management of any property, property or (ciii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws any Hazardous Substance in, on, under or affecting any such property which would reasonably be expected to result in have a Company Material Adverse EffectEffect on H▇▇▇▇▇ United. Neither the Company H▇▇▇▇▇ United nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to result in have a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsEffect on H▇▇▇▇▇ United.

Environmental Liability. To the Knowledge Except as set forth in Section 4.20 of the Company neither the Company nor any of its Subsidiaries has received any written notice of any Providian Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Companyaction, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably could be expected to result in the imposition, on the Company Providian or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment environmental protection, human health or human healthsafety, 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 (collectively, the “Environmental Laws”), pending or, to the knowledge of Providian, threatened against Providian or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to result in have a Company Material Adverse EffectEffect on Providian. To the Knowledge knowledge of Providian, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on Providian. To the Companyknowledge of Providian, during or prior to the period of (ai) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (bii) its or any of its Subsidiaries’ participation in the management of any property, or (ciii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to result in have a Company Material Adverse EffectEffect on Providian. Neither the Company Providian nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to result in have a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsEffect on Providian.

Environmental Liability. To Except as set forth in Section 4.19 of the Company Disclosure Schedule, to the Knowledge of the Company neither the Company nor any of its Subsidiaries has received any written notice of any legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment or human health, 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 (collectively, “Environmental Laws”), which liability or obligation would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, during or prior to the period of (a) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the management of any property, or (c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third Person imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is are in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reports.

Environmental Liability. To Except as have not had and would not reasonably be expected to have, individually or in the Knowledge of the Company neither the Company nor any of its Subsidiaries has received any written notice of any aggregate, a Material Adverse Effect on Acquiror, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably could be expected to result in the imposition, on the Company Acquiror or any of its Subsidiaries of any liability or obligation arising under common law standards relating Environmental Laws, pending or, to protection the knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries. Except as have not had and would not reasonably be expected to have, individually or in the environment or human healthaggregate, a Material Adverse Effect on Acquiror, to the knowledge of Acquiror, there are no past, present, or under any localreasonably anticipated future facts, state occurrences or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, “Environmental Laws”), which liability or obligation circumstances that would reasonably be expected to result in a Company Material Adverse Effectgive rise to any such proceeding, claim, action or governmental investigation that would impose any such liability or obligation. To During or, to the Knowledge knowledge of the CompanyAcquiror prior to, during or prior to the period of (ai) its or any of its Subsidiaries’ ownership or operation of any of their respective current or former properties, (bii) its or any of its Subsidiaries’ participation in the management of any property, or (ciii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Materials of Environmental Laws Concern in, on, under or affecting any such property which have had or would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse EffectEffect on Acquiror. Neither the Company Acquiror nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Materials of Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsConcern.

Environmental Liability. To the Knowledge (a) CGI’s conduct of the Company neither BioPharma Business is in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, the Company nor any possession by CGI of its Subsidiaries all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, “Environmental Permits”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received any written notice from any Governmental Authority regarding any actual or alleged violation of any legalor liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, administrative, arbitral or other proceedings, claims, actions, causes of action an “Environmental Claim”) pending or, to the Knowledge of CGI, threatened against CGI with respect to the CompanyBioPharma Business. (d) To the Knowledge of CGI, private environmental investigations or remediation activities or governmental investigations there was no Release of any nature seeking to imposeHazardous Material at, to, or from the BioPharma Business that has resulted in, or would reasonably be expected to result in, a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) To the Knowledge of CGI, CGI has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to result form the basis of an order for clean-up or remediation, or an action, suit or Proceeding by any private party or Governmental Authority, against or affecting CGI (in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection respect of the environment or human health, 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 (collectively, “Environmental Laws”), which liability or obligation would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, during or prior to the period of (a) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the management of any property, or (c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third Person imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liabilityBioPharma Business) relating to Hazardous Materials or any Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsLaw.

Environmental Liability. To the Knowledge Except as set forth in Section 4.21 of the Company neither the Company nor any of its Subsidiaries has received any written notice of any Dime Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Companyaction, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably could be expected to result in the imposition, on the Company Dime or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment environmental protection, human health or human healthsafety, or under any local, state or federal environmental statute, regulation or ordinance, including including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, “the "Environmental Laws”"), pending or, to the knowledge of Dime, threatened against Dime or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to result in have a Company Material Adverse EffectEffect on Dime. To the Knowledge knowledge of Dime, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on Dime. To the Companyknowledge of Dime, during or prior to the period of (ai) its or any of its Subsidiaries’ ' ownership or operation of any of their respective current properties, (bii) its or any of its Subsidiaries’ ' participation in the management of any property, or (ciii) its or any of its Subsidiaries’ ' holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to result in have a Company Material Adverse EffectEffect on Dime. Neither the Company Dime nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to result in have a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsEffect on Dime.

Environmental Liability. To Except as have not had and would not reasonably be expected to have, individually or in the Knowledge of aggregate, a Material Adverse Effect on the Company neither the Company nor any of its Subsidiaries has received any written notice of any Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Companyaction, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably could be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment environmental protection, human health or human healthsafety, or under any local, state or federal environmental statute, regulation Law relating to the protection of the environment or ordinancehuman health or safety, including the Comprehensive Environmental Response, Compensation and Liability Act of 19801980 (“CERCLA”), as amended (collectively, the “Environmental Laws”), which liability pending or, to the knowledge of the Company, threatened against the Company or obligation any of its Subsidiaries. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, to the knowledge of the Company, there are no past, present, or reasonably anticipated future facts, occurrences or circumstances that would reasonably be expected to result in a Company Material Adverse Effectgive rise to any such proceeding, claim, action or governmental investigation that would impose any such liability or obligation. To During or, to the Knowledge knowledge of the CompanyCompany prior to, during or prior to the period of (ai) its or any of its Subsidiaries’ ownership or operation of any of their respective current or former properties, (bii) its or any of its Subsidiaries’ participation in the management of any property, or (ciii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials materials, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws (“Materials of Environmental Concern”) in, on, under or affecting any such property which have had or would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Materials of Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsConcern.

Environmental Liability. To (a) Each of Company and its Subsidiaries, and, to Company’s Knowledge (except as set forth in written third-party environmental reports included in the Knowledge relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of the business to a third party that is not an Affiliate of Company), any property in which Company neither the Company nor or any of its Subsidiaries has received any written notice holds a security interest, is in material compliance with all local, state or federal environmental, health or safety Laws, including the Comprehensive Environmental Response, Compensation, and Liability Act of any 1980, as amended (all such laws “Environmental Laws”). (b) There are no legal, administrative, arbitral or other proceedings, claimsclaims or actions pending, actions, causes of action or, to the Knowledge of the Company, private threatened against Company or any of its Subsidiaries, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations of any nature seeking that seek to impose, impose or that would could reasonably be expected to result in the imposition, on the Company or any of its Subsidiaries Subsidiaries, of any liability or obligation arising under common law standards relating any Environmental Law pending or, to protection the Knowledge of the environment Company, threatened against Company or human health, 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 (collectively, “Environmental Laws”)its Subsidiaries, which liability or obligation would reasonably be expected to, individually or in the aggregate, be material to result in Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. To the Knowledge of Company, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be or would reasonably be expected to be, individually or in the aggregate, material to Company and its Subsidiaries, taken as a whole. (c) Except as set forth in written third-party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of business to a third party that is not an Affiliate of Company, to the Knowledge of Company, during or prior to the period of (ai) its Company’s or any of its Subsidiaries’ ownership or operation of any of their respective current propertiesproperty, (bii) its Company’s or any of its Subsidiaries’ participation in the management of any property, property or (ciii) its Company’s or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which that would reasonably be expected to result be, individually or in the aggregate, material to Company and its Subsidiaries, taken as a whole. (d) Company Material Adverse Effect. Neither the Company nor any and each of its Subsidiaries is are not subject to any agreement, order, judgment, decree, letter judgment or memorandum decree by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations foregoing. There has been no written third-party environmental site assessment conducted since January 1, 2009 assessing the presence of hazardous materials located on any property owned or leased by Company or any of its Subsidiaries that is within the possession or control of Company and warranties its Affiliates as of the Company contained in date of this Section 4.19 only, “Knowledge Agreement that has not been delivered to Parent prior to the date of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsthis Agreement.

Environmental Liability. To Except as have not had and would not reasonably be expected to have, individually or in the Knowledge of aggregate, a Material Adverse Effect on the Company neither the Company nor any of its Subsidiaries has received any written notice of any Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably could be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment environmental protection, human health or human healthsafety, or under any local, state or federal environmental statute, regulation Law relating to the protection of the environment or ordinancehuman health or safety, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), which liability pending or, to the knowledge of the Company, threatened against the Company or obligation any of its Subsidiaries. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, to the knowledge of the Company, there are no past, present, or reasonably anticipated future facts, occurrences or circumstances that would reasonably be expected to result in a Company Material Adverse Effectgive rise to any such proceeding, claim, action or governmental investigation that would impose any such liability or obligation. To During or, to the Knowledge knowledge of the CompanyCompany prior to, during or prior to the period of (ai) its or any of its Subsidiaries’ ownership or operation of any of their respective current or former properties, (bii) its or any of its Subsidiaries’ participation in the management of any property, or (ciii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials materials, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, ureformaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws (“Materials of Environmental Concern”) in, on, under or affecting any such property which have had or would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Materials of Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsConcern.

Environmental Liability. To Except as have not had and would not reasonably be expected to have, individually or in the Knowledge of aggregate, a Material Adverse Effect on the Company neither the Company nor any of its Subsidiaries has received any written notice of any Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably could be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment environmental protection, human health or human healthsafety, or under any local, state or federal environmental statute, regulation Law relating to the protection of the environment or ordinancehuman health or safety, including the Comprehensive Environmental Response, Compensation and Liability Act of 19801980 (“CERCLA”), as amended (collectively, the “Environmental Laws”), which liability pending or, to the knowledge of the Company, threatened against the Company or obligation any of its Subsidiaries. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, to the knowledge of the Company, there are no past, present, or reasonably anticipated future facts, occurrences or circumstances that would reasonably be expected to result in a Company Material Adverse Effectgive rise to any such proceeding, claim, action or governmental investigation that would impose any such liability or obligation. To During or, to the Knowledge knowledge of the CompanyCompany prior to, during or prior to the period of (ai) its or any of its Subsidiaries’ ownership or operation of any of their respective current or former properties, (bii) its or any of its Subsidiaries’ participation in the management of any property, or (ciii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials materials, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws (“Materials of Environmental Concern”) in, on, under or affecting any such property which have had or would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Materials of Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsConcern.

Environmental Liability. To the Knowledge Except as set forth in Section 4.19 of the Company neither the Company nor any of its Subsidiaries has received any written notice of any SIB Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Companyaction, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably could be expected to result in the imposition, on the Company SIB or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment environmental protection, human health or human healthsafety, 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 (collectively, “the "Environmental Laws”"), pending or, to the knowledge of SIB, threatened against SIB or any of its Subsidiaries, which liability or obligation would have or would reasonably be expected to result in have a Company Material Adverse EffectEffect on SIB. To the Knowledge knowledge of SIB, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to have a Material Adverse Effect on SIB. To the Companyknowledge of SIB, during or prior to the period of (ai) its or any of its Subsidiaries’ ' ownership or operation of any of their respective current properties, (bii) its or any of its Subsidiaries’ ' participation in the management of any property, or (ciii) its or any of its Subsidiaries’ ' holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to result in have a Company Material Adverse EffectEffect on SIB. Neither the Company SIB nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would have or would reasonably be expected to result in have a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsEffect on SIB.

Environmental Liability. To the Knowledge Except as set forth on Section 3.18 of the Company neither the Company nor any of such Party’s Disclosure Memorandum or as would not be material to such Party and its Subsidiaries has received any written notice of any taken as a whole, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Company, claims or actions or any private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, impose or that would could reasonably be expected to result in the imposition, on the Company such Party or any of its Subsidiaries Subsidiaries, of any liability or obligation arising under common law standards relating to protection of the environment or human health, or under any local, state or federal environmental statuteenvironmental, regulation health or ordinancesafety Law, including the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980, as amended amended, (collectively, “Environmental Laws”)) pending or, which to the Knowledge of such Party, threatened against such Party or any of its Subsidiaries. To the Knowledge of such Party, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to result in have a Company Material Adverse EffectEffect on such Party. To the Knowledge of the Companysuch Party, during or prior to the period of (ai) its such Party’s, or any of its Subsidiaries’ ownership or operation of any of their respective current propertiesproperty, (bii) its such Party’s, or any of its Subsidiaries’ participation in the management of any property, or (ciii) its such Party’s, or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to result to, individually or in the aggregate, have a Company Material Adverse EffectEffect on such Party. Neither the Company such Party nor any of its Subsidiaries is subject to any material agreement, order, judgment, decree, letter judgment or memorandum decree by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations foregoing. There has been no material written third party environmental site assessment conducted since January 1, 2015 assessing the presence of hazardous materials located on any property owned or leased by such Party or any of its Subsidiaries that is within the possession or control of such Party and warranties its Subsidiaries or Affiliates as of the Company contained in date of this Section 4.19 only, “Knowledge Agreement that has not been delivered or made available to the other Parties prior to the date of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsthis Agreement.

Environmental Liability. To the Knowledge (a) Each of the Company neither the and its Subsidiaries, and, to Company’s Knowledge, any property in which Company nor or any of its Subsidiaries has received any written notice of any holds a security interest is, in material compliance with all local, state or federal environmental, health or safety Laws (collectively, “Environmental Laws”). (b) There are no legal, administrative, arbitral or other proceedings, claimsclaims or actions pending, actions, causes of action or, to the Knowledge of the Company, private threatened against Company or any of its Subsidiaries, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations of any nature seeking that seek to impose, impose or that would could reasonably be expected to result in the imposition, on the Company or any of its Subsidiaries Subsidiaries, of any liability or obligation arising under common law standards relating any Environmental Law pending or, to protection the Knowledge of the environment Company, threatened against Company or human health, 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 (collectively, “Environmental Laws”)its Subsidiaries, which liability or obligation would reasonably be expected to, individually or in the aggregate, be material to result in the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. To the Knowledge of Company, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to, individually or in the aggregate, be material to Company and its Subsidiaries, taken as a whole. (c) To the Knowledge of Company, during or prior to the period of (a) its Company’s or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the management of any property, or (c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to, individually or in the aggregate, be material to result in Company and its Subsidiaries, taken as a whole. (d) Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is not subject to any agreement, order, judgment, decree, letter judgment or memorandum decree by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties foregoing. There has been no written third-party environmental site assessment conducted since January 1, 2010 assessing the presence of hazardous materials located on any property owned or leased by Company or any of its Subsidiaries as of the Company contained in date of this Section 4.19 only, “Knowledge Agreement that has not been delivered to Buyer prior to the date of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsthis Agreement.

Environmental Liability. To the Knowledge Except as set forth in Section 3.19 of the Company neither the Company nor any of its Subsidiaries has received any written notice of any Disclosure Schedule, there are no judicial, legal, administrative, arbitral or other proceedingsproceedings including any notice of violation or alleged violation, claims, actions, causes of action or, to the Knowledge of the Companyaction, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would could reasonably be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards or under any law, rule, order, guideline, code, decree, statute, regulation or ordinance or other legally enforceable requirement of any foreign government, the United States, or any state, local, municipal or other government authority relating to the protection of the environment or human healthhealth or to occupational health or safety including, or under any localwithout limitation, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively"ENVIRONMENTAL LAWS"), “Environmental Laws”)pending or threatened against Company or any of its Subsidiaries, which liability or obligation would could reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, during or prior to the period of (a) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the management of any property, or (c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third Person imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance thatresult, individually or in the aggregate, would in a Material Adverse Effect on Company. To the knowledge of Company, there is no reasonable basis for any such proceeding, claim, action or governmental investigation, nor is Company or any of its Subsidiaries the recipient of any request for information or, to the best knowledge of Company, the subject of any investigation in connection with any such proceeding or potential proceeding. Except as disclosed in Section 3.19 of the Company Disclosure Schedule and except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on Company, Company and each of its Subsidiaries is, and has been, in compliance with all applicable Environmental Laws during all applicable statute of limitations periods. Except as disclosed in Section 3.19 of the Company Disclosure Schedule and except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on Company, wastes or other materials regulated under, or that could result in liability under, Environmental Laws, including without limitation petroleum and petroleum products, asbestos, and polychlorinated biphenyls, have not been generated, transported, treated, stored, disposed of, arranged to be disposed of, released or threatened to be released at, on, from or under any of the properties or facilities currently or formerly owned, leased or otherwise used by Company in violation of, or in a manner or to a location that could reasonably be expected to give rise to liability to Company Material Adverse Effectunder or relating to, any Environmental Laws. Notwithstanding any other provision To the best knowledge of this Agreement to Company, each of the contrary (including Section 4.12), the foregoing representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company is also true with respect to any matter (including entity for which Company or any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contraryits Subsidiaries may be liable, with respect to the representations and warranties by contract or by operation of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportslaw.

Environmental Liability. To the Knowledge of the Company neither Neither the Company nor any of its Subsidiaries has received any written notice of any legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment or human health, 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 (collectively, “Environmental Laws”), which liability or obligation would reasonably be expected to result in a Company Material Adverse Effect. To During, or, to the Knowledge of the Company, during or prior to the period of of, (a) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the management of any property, or (c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third Person imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the The Company and each of its Subsidiaries is are in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.124.11), the representations and warranties of the Company in this Section 4.19 4.18 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reports.

Environmental Liability. To Except as have not had and would not reasonably be expected to have, individually or in the Knowledge of aggregate, a Material Adverse Effect on the Company neither the Company nor any of its Subsidiaries has received any written notice of any Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, or to the Knowledge knowledge of the Company, Company private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably could be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment environmental protection, human health or human healthsafety, or under any local, state or federal environmental statute, regulation Law relating to the protection of the environment or ordinancehuman health or safety, including the Comprehensive Environmental Response, Compensation and Liability Act of 19801980 (“CERCLA”), as amended (collectively, the “Environmental Laws”), which liability pending or, to the knowledge of the Company, threatened against the Company or obligation any of its Subsidiaries. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, to the knowledge of the Company, there are no past, present, or reasonably anticipated future facts, occurrences or circumstances that would reasonably be expected to result give rise to any such proceeding, claim, action or governmental investigation that would impose any such liability or obligation other than with respect to real property securing Finance Receivables or on which the Company or any of its Subsidiaries may foreclose in connection with the enforcement of rights under a Finance Receivable. Other than with respect to real property securing Finance Receivables or on which the Company Material Adverse Effect. To or any of its Subsidiaries foreclosed in connection with the Knowledge enforcement of rights under a Finance Receivable, during or, to the knowledge of the CompanyCompany prior to, during or prior to the period of (ai) its or any of its Subsidiaries’ ownership or operation of any of their respective current or to the Company’s knowledge former properties, (bii) its or any of its Subsidiaries’ participation in the management of any property, or (ciii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials materials, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws (“Materials of Environmental Concern”) in, on, under or affecting any such property which have had or would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Materials of Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsConcern.

Environmental Liability. To the Knowledge of the Company neither the Company nor any of its Subsidiaries has received any written notice of any (i) There is no legal, administrative, arbitral or other proceedingsproceeding, claims, actions, causes of claim or action or, to the Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably be expected to result in the impositionimposition of, on the Company or any of its Subsidiaries of Subsidiary, any liability or obligation arising under common law standards relating to protection Environmental Laws or the presence or release of Hazardous Substances, pending against the environment Company or human healthany Subsidiary, or under any localor, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, “Environmental Laws”), which liability or obligation would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company’s Knowledge, during or prior to threatened in writing against the period of (a) its Company or any Subsidiary, the result of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the management of any property, or (c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to result in have a Company Material Adverse Effect. Neither Effect on the Company and, to the Company’s Knowledge, neither the Company nor any of its Subsidiaries Subsidiary is subject to any agreement, order, judgment, decree, letter judgment or memorandum decree by or with any Governmental Entity or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a such liability. (ii) The Company Material Adverse Effect. To the Knowledge of the Company, and the Company Significant Subsidiaries, all real property owned or operated by them, are now and each of its Subsidiaries is have been in the past in continuous compliance with all Environmental Laws, including possessing all material permits required except for its currently conducted operations under applicable Environmental Lawsnoncompliance that would not, except, in each case, for any such non-compliance that, individually or in the aggregate, would not be reasonably be expected to result in have a Company Material Adverse Effect. Notwithstanding Effect on the Company (iii) There are no Hazardous Substances at any other provision real property owned or operated by the Company or the Company Significant Subsidiaries and there are no Hazardous Substances for which the Company or the Company Significant Subsidiaries may be liable, in locations and amounts that violate Environmental Laws or that exceed the applicable remediation standards and criteria established pursuant to Environmental Laws, except for Hazardous Substances that would not, in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company. (iv) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall result in any requirement under Environmental Laws for any obligation to, notice to or consent of, any governmental authority or third parties, related to the contrary (including Section 4.12), the representations and warranties presence of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to Hazardous Substances at any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsreal properties.

Environmental Liability. To the Knowledge Except as set forth in Section 3.2(q) of the Company neither FHI Disclosure Schedule or in the Company nor any FHI SEC Documents filed prior to the date of its Subsidiaries has received any written notice of any this Agreement, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Companyaction, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would is reasonably be expected likely to result in the imposition, on the Company FHI or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment environmental protections, human health or human healthsafety, or under any localEnvironmental Law, state pending or, to the best knowledge of FHI, threatened, against FHI or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act any of 1980, as amended (collectively, “Environmental Laws”)its Subsidiaries, which liability or obligation obligation, individually or in the aggregate, would have or would be reasonably be expected likely to result in have a Company Material Adverse Effectmaterial adverse effect on FHI. To the Knowledge best knowledge of FHI, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would be reasonably likely to have a material adverse effect on FHI. To the Companybest knowledge of FHI, during or prior to the period of (ai) its or any of its Subsidiaries’ ' ownership or operation of any of their respective current properties, (bii) its or any of its Subsidiaries’ ' participation in the management of any property, or (ciii) its or any of its Subsidiaries’ ' holding of a security interest or other interest in any property, there were no releases or threatened releases release of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which which, individually or in the aggregate, would be reasonably be expected likely to result in have a Company Material Adverse Effectmaterial adverse effect on FHI. Neither the Company FHI nor any Subsidiary of its Subsidiaries FHI is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would be reasonably be expected likely to result in have a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsadverse effect on FHI.

Environmental Liability. To the Knowledge of the Company neither the Company nor any of its Subsidiaries has received any written notice of any Except as set forth in an Environmental Report: (i) there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action claims or actions pending or, to the Knowledge of Seller, threatened against Seller or any Seller Subsidiaries with respect to the Company, private Branches nor are there governmental or third party environmental investigations or remediation activities or governmental investigations of any nature seeking that seek to impose, impose or that would could reasonably be expected likely to result in the imposition, on the Company Seller or any of its Seller Subsidiaries with respect to the branches, of any liability or obligation arising under common law standards relating to protection of the environment or human health, or under any local, state or federal environmental environmental, health or safety statute, regulation regulation, law (including common law) or ordinance, including the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980, as amended (collectively, “Environmental Laws”), which liability or obligation would reasonably be expected likely, individually or in the aggregate, to result in have a Company Material Adverse Effect. To ; (ii) to the Knowledge of Seller, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be likely to have a Material Adverse Effect; (iii) to the CompanyKnowledge of Seller, during or prior to the period of (a) its Seller’s or any of its Subsidiaries’ Seller Subsidiary’s ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in property where the management of any property, or (c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, branches are located there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third Person imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance thatlikely, individually or in the aggregate, would not reasonably be expected to result in have a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary ; and (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect iv) Seller is not subject to any matter (including material agreement, order, judgment or decree by or with any liability) relating to Environmental Laws. Notwithstanding court, governmental authority, regulatory agency or third party imposing any other provision of this Agreement to the contrary, material liability or obligation with respect to the representations Branches. Seller has made available to Purchaser prior to the date hereof any written third party environmental site assessment conducted since January 1, 2009 assessing the presence of hazardous materials located on any Owned Real Property that is within the possession or control of Seller and warranties its Affiliates as of the Company contained in this Section 4.19 onlydate hereof (collectively, the “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsEnvironmental Reports”).

Environmental Liability. To (a) Each of Company and its Subsidiaries, and, to Company’s Knowledge (except as set forth in written third-party environmental reports included in the Knowledge relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of the business to a third party that is not an Affiliate of Company), any property in which Company neither the Company nor or any of its Subsidiaries has received any written notice holds a security interest, is in material compliance with all local, state or federal environmental, health or safety Laws, including the Comprehensive Environmental Response, Compensation, and Liability Act of any 1980, as amended (all such laws “Environmental Laws”). (b) There are no legal, administrative, arbitral or other proceedings, claimsclaims or actions pending, actions, causes of action or, to the Knowledge of the Company, private threatened against Company or any of its Subsidiaries, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations of any nature seeking that seek to impose, impose or that would could reasonably be expected to result in the imposition, on the Company or any of its Subsidiaries Subsidiaries, of any liability or obligation arising under common law standards relating any Environmental Law pending or, to protection the Knowledge of the environment Company, threatened against Company or human health, 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 (collectively, “Environmental Laws”)its Subsidiaries, which liability or obligation would reasonably be expected to, individually or in the aggregate, be material to result in Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. To the Knowledge of Company, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would be or would reasonably be expected to be, individually or in the aggregate, material to Company and its Subsidiaries, taken as a whole. (c) Except as set forth in written third-party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of business to a third party that is not an Affiliate of Company, to the Knowledge of Company, during or prior to the period of (ai) its Company’s or any of its Subsidiaries’ ownership or operation of any of their respective current propertiesproperty, (bii) its Company’s or any of its Subsidiaries’ participation in the management of any property, property or (ciii) its Company’s or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which that would reasonably be expected to result be, individually or in the aggregate, material to Company and its Subsidiaries, taken as a whole. (d) Company Material Adverse Effect. Neither the Company nor any and each of its Subsidiaries is are not subject to any agreement, order, judgment, decree, letter judgment or memorandum decree by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations foregoing. There has been no written third-party environmental site assessment conducted since January 1, 2010 assessing the presence of hazardous materials located on any property owned or leased by Company or any of its Subsidiaries that is within the possession or control of Company and warranties its Affiliates as of the Company contained in date of this Section 4.19 only, “Knowledge Agreement that has not been delivered to Parent prior to the date of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsthis Agreement.

Environmental Liability. To Except as have not had and would not reasonably be expected to have, individually or in the Knowledge of aggregate, a Material Adverse Effect on the Company neither the Company nor any of its Subsidiaries has received any written notice of any Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, or to the Knowledge knowledge of the Company, Company private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably could be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment environmental protection, human health or human healthsafety, or under any local, state or federal environmental statute, regulation Law relating to the protection of the environment or ordinancehuman health or safety, including the Comprehensive Environmental Response, Compensation and Liability Act of 19801980 ("CERCLA"), as amended (collectively, “the "Environmental Laws”"), which liability pending or, to the knowledge of the Company, threatened against the Company or obligation any of its Subsidiaries. Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, to the knowledge of the Company, there are no past, present, or reasonably anticipated future facts, occurrences or circumstances that would reasonably be expected to result give rise to any such proceeding, claim, action or governmental investigation that would impose any such liability or obligation other than with respect to real property securing Finance Receivables or on which the Company or any of its Subsidiaries may foreclose in connection with the enforcement of rights under a Finance Receivable. Other than with respect to real property securing Finance Receivables or on which the Company Material Adverse Effect. To or any of its Subsidiaries foreclosed in connection with the Knowledge enforcement of rights under a Finance Receivable, during or, to the knowledge of the CompanyCompany prior to, during or prior to the period of (ai) its or any of its Subsidiaries’ ' ownership or operation of any of their respective current or to the Company's knowledge former properties, (bii) its or any of its Subsidiaries’ ' participation in the management of any property, or (ciii) its or any of its Subsidiaries’ ' holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials materials, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea- formaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws ("Materials of Environmental Concern") in, on, under or affecting any such property which have had or would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Materials of Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsConcern.

Environmental Liability. To the Knowledge Except as set forth in Section 4.19 of the Company neither the Company nor any of its Subsidiaries has received any written notice of any Ameritrade Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Companyaction, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would are reasonably be expected likely to result in the imposition, on the Company Ameritrade or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment environmental protections, human health or human healthsafety, 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 (collectively, “Environmental Laws”), pending or, to the knowledge of Ameritrade, threatened, against Ameritrade or any of its Subsidiaries, which liability or obligation would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse EffectEffect on Ameritrade. To the Knowledge knowledge of Ameritrade, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ameritrade. Except as set forth in Section 4.19 of the CompanyAmeritrade Disclosure Schedule, to the knowledge of Ameritrade, during or prior to the period of (ai) its the ownership by Ameritrade or any of its Subsidiaries’ ownership or operation Subsidiaries of any of their respective current properties, (bii) its the participation by Ameritrade or any of its Subsidiaries’ participation Subsidiaries in the management of any property, or (ciii) its the holding by Ameritrade or any of its Subsidiaries’ holding Subsidiaries of a security interest or other interest in any property, there were no releases or threatened releases release of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws Hazardous Materials in, on, under or affecting any such property which would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse EffectEffect on Ameritrade. Neither the Company Ameritrade nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity Authority or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance thathave, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse EffectEffect on Ameritrade. Notwithstanding the generality of any other provision of representations and warranties in this Agreement to the contrary (including Section 4.12)Agreement, the representations and warranties of the Company in this Section 4.19 constitute shall be deemed the sole only representations and warranties of the Company Ameritrade in this Agreement with respect to any matter (including any liability) matters relating to Environmental Laws. Notwithstanding any other provision of this Agreement Laws or to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsHazardous Materials.

Environmental Liability. To the Knowledge of the Company neither Neither the Company nor any of its Subsidiaries has received any written notice of any legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Company, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment or human health, 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 (collectively, “Environmental Laws”), which liability or obligation would reasonably be expected to result in a Company Material Adverse Effect. To During, or, to the Knowledge of the Company, during or prior to the period of of, (a) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the management of any property, or (c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third Person imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the The Company and each of its Subsidiaries is are in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.124.11), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reports.

Environmental Liability. To (a) Each of Company and its Subsidiaries, and, to Company’s Knowledge (except as set forth in written third-party environmental reports included in the Knowledge relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of the business to a third party that is not an Affiliate of Company), any property in which Company neither the Company nor or any of its Subsidiaries has received any written notice holds a security interest, is in material compliance with all local, state or federal environmental, health or safety Laws, including the Comprehensive Environmental Response, Compensation, and Liability Act of any 1980, as amended (all such laws “Environmental Laws”). (b) There are no legal, administrative, arbitral or other proceedings, claimsclaims or actions pending, actions, causes of action or, to the Knowledge of the Company, private threatened against Company or any of its Subsidiaries, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations of any nature seeking that seek to impose, impose or that would could reasonably be expected to result in the imposition, on the Company or any of its Subsidiaries Subsidiaries, of any liability or obligation arising under common law standards relating any Environmental Law pending or, to protection the Knowledge of the environment Company, threatened against Company or human health, 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 (collectively, “Environmental Laws”)its Subsidiaries, which liability or obligation would reasonably be expected to, individually or in the aggregate, be material to result in the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. To the Knowledge of Company, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to be, individually or in the aggregate, material to Company and its Subsidiaries, taken as a whole. (c) Except as set forth in written third-party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of business to a third party that is not an Affiliate of Company, to the Knowledge of Company, during or prior to the period of (ai) its Company’s or any of its Subsidiaries’ ownership or operation of any of their respective current propertiesproperty, (bii) its Company’s or any of its Subsidiaries’ participation in the management of any property, property or (ciii) its Company’s or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which that would reasonably be expected to, individually or in the aggregate, be material to result in Company and its Subsidiaries, taken as a whole. (d) Company Material Adverse Effect. Neither the Company nor any and each of its Subsidiaries is not subject to any agreement, order, judgment, decree, letter judgment or memorandum decree by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations foregoing. There has been no written third-party environmental site assessment conducted since January 1, 2008 assessing the presence of hazardous materials located on any property owned or leased by Company or any of its Subsidiaries that is within the possession or control of Company and warranties its Affiliates as of the Company contained in date of this Section 4.19 only, “Knowledge Agreement that has not been delivered to Parent prior to the date of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsthis Agreement.

Environmental Liability. To the Knowledge Except as set forth in Section 3.18 of the Company neither the Company nor any of its Subsidiaries has received any written notice of any TD Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or, to the Knowledge of the Companyaction, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would are reasonably be expected likely to result in the imposition, on the Company Waterhouse or any of its the Business Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment environmental protections, human health or human healthsafety, or under any local, state or federal environmental statute, regulation regulation, code, treaty or ordinanceordinance relating to environmental protection, pollution or exposure of any individual to Hazardous Materials (as defined below), including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the knowledge of TD, threatened, against Waterhouse or any of the Business Subsidiaries, which liability or obligation would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse EffectEffect on Waterhouse. To the Knowledge knowledge of TD, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Waterhouse. Except as set forth in Section 3.18 of the CompanyTD Disclosure Schedule, to the knowledge of TD, during or prior to the period of (ai) its the ownership by Waterhouse or any of its Subsidiaries’ ownership or operation the Business Subsidiaries of any of their respective current properties, (bii) its the participation by Waterhouse or any of its Subsidiaries’ participation the Business Subsidiaries in the management of any property, or (ciii) its the holding by Waterhouse or any of its Subsidiaries’ holding the Business Subsidiaries of a security interest or other interest in any property, there were no releases or threatened releases release of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws (collectively “Hazardous Materials”) in, on, under or affecting any such property which would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse EffectEffect on Waterhouse. Neither the Company Waterhouse nor any of its the Business Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity Authority or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance thathave, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse EffectEffect on Waterhouse. Notwithstanding the generality of any other provision of representations and warranties in this Agreement to the contrary (including Section 4.12)Agreement, the representations and warranties of the Company in this Section 4.19 constitute 3.18 shall be deemed the sole only representations and warranties of the Company TD in this Agreement with respect to any matter (including any liability) matters relating to Environmental Laws. Notwithstanding any other provision of this Agreement Laws or to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsHazardous Materials.

Environmental Liability. To the Knowledge (a) Each of the Company neither the Company nor any of and its Subsidiaries has received any written notice of any legalSubsidiaries, administrative, arbitral or other proceedings, claims, actions, causes of action orand, to the Knowledge of the Company’s Knowledge, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that would reasonably be expected to result property in the imposition, on the which Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment or human healthholds a security interest, or under any is in material compliance with all local, state or federal environmental statuteenvironmental, regulation health or ordinancesafety Laws, including the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1980, as amended (collectively, “Environmental Laws”), except as would not reasonably be expected to, individually or in the aggregate, be material to Company and its Subsidiaries, taken as a whole. (b) There are no legal, administrative, arbitral or other proceedings, claims or actions pending, or, to the Knowledge of Company, threatened against Company or any of its Subsidiaries, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations that seek to impose or that could reasonably be expected to result in the imposition, on Company or any of its Subsidiaries, of any liability or obligation arising under any Environmental Law pending or, to the Knowledge of Company, threatened against Company or any of its Subsidiaries, which liability or obligation would reasonably be expected to, individually or in the aggregate, be material to result in the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. To the Knowledge of Company, there is no valid basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. (c) To the Knowledge of Company, during or prior to the period of (ai) its Company’s or any of its Subsidiaries’ ownership or operation of any of their respective current propertiesproperty, (bii) its Company’s or any of its Subsidiaries’ participation in the management of any property, property or (ciii) its Company’s or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to, individually or in the aggregate, be material to result in Company and its Subsidiaries, taken as a whole. (d) Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is not subject to any agreement, order, judgment, decree, letter judgment or memorandum decree by or with any Governmental Entity court, governmental authority, regulatory agency or third Person party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Environmental Laws. Notwithstanding any other provision of this Agreement to the contrary, with respect to the representations foregoing. There has been no written third-party environmental site assessment conducted since January 1, 2008 assessing the presence of hazardous materials located on any property owned or leased by Company or any of its Subsidiaries that is within the possession or control of Company and warranties its Affiliates as of the Company contained in date of this Section 4.19 only, “Knowledge Agreement that has not been delivered to Buyer prior to the date of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reportsthis Agreement.