Common use of Environmental Liability Clause in Contracts

Environmental Liability. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect (i) the operations of Hampton and its Subsidiaries are and, since January 1, 2000, have been in compliance with all applicable Environmental Laws, (ii) each of Hampton and its Subsidiaries possess and maintains in effect all environmental permits, licenses, authorizations and approvals required under Environmental Law with respect to the properties and business of Hampton and its Subsidiaries, and (iii) to the Knowledge of Hampton, since January 1, 2000, there has been no release of any Hazardous Materials in violation of any Environmental Law which would reasonably be expected to result in liability to Hampton or any of its Subsidiaries at any of its current or former operations. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect there are no legal, administrative or arbitral bodies seeking to impose, nor are there any Actions of any nature reasonably likely to result in the imposition of, on Hampton or any of its Subsidiaries, any liability or obligation arising under common law relating to the Environment or under any Environmental Law, nor are there any such liabilities or obligations pending or, to the Knowledge of Hampton, threatened against Hampton or any of its Subsidiaries. Except as reflected in the Hampton Financial Statements, and except as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect, neither Hampton nor any of its Subsidiaries is subject to any Order by or with any Governmental Entity or third party imposing any liability or obligation with respect to the foregoing. To the Knowledge of Hampton, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for Environmental liabilities and obligations. Except as set forth in this Section 4.18, no representations or warranties are being made with respect to environmental matters.

Environmental Liability. Except for such as set forth in Section 4.20 of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect (i) the operations of Hampton and its Subsidiaries are and, since January 1, 2000, have been in compliance with all applicable Environmental Laws, (ii) each of Hampton and its Subsidiaries possess and maintains in effect all environmental permits, licenses, authorizations and approvals required under Environmental Law with respect to the properties and business of Hampton and its Subsidiaries, and (iii) to the Knowledge of Hampton, since January 1, 2000Providian Disclosure Schedule, there has been are no release legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any Hazardous Materials in violation of any Environmental Law which would nature seeking to impose, or that reasonably could be expected to result in liability to Hampton the imposition, on Providian or any of its Subsidiaries at any of its current or former operations. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect there are no legal, administrative or arbitral bodies seeking to impose, nor are there any Actions of any nature reasonably likely to result in the imposition of, on Hampton or any of its Subsidiaries, any liability or obligation arising under common law standards relating to the Environment environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental LawResponse, nor are there any such liabilities or obligations Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the Knowledge knowledge of HamptonProvidian, threatened against Hampton Providian or any of its Subsidiaries. Except as reflected in the Hampton Financial Statements, and except as which liability or obligation would not, individually have or in the aggregate, would reasonably be expected to have a Hampton Material Adverse EffectEffect on Providian. To the knowledge of Providian, neither Hampton 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 knowledge of Providian, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) 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 have a Material Adverse Effect on Providian. Neither Providian nor any of its Subsidiaries is subject to any Order agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third party imposing any material liability or obligation with respect pursuant to the foregoing. To the Knowledge of Hampton, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for or under any Environmental liabilities and obligations. Except as set forth in this Section 4.18, no representations Law that would have or warranties are being made with respect would reasonably be expected to environmental mattershave a Material Adverse Effect on Providian.

Environmental Liability. Except for such as set forth in Section 4.21 of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect (i) the operations of Hampton and its Subsidiaries are and, since January 1, 2000, have been in compliance with all applicable Environmental Laws, (ii) each of Hampton and its Subsidiaries possess and maintains in effect all environmental permits, licenses, authorizations and approvals required under Environmental Law with respect to the properties and business of Hampton and its Subsidiaries, and (iii) to the Knowledge of Hampton, since January 1, 2000Dime Disclosure Schedule, there has been are no release legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any Hazardous Materials in violation of any Environmental Law which would nature seeking to impose, or that reasonably could be expected to result in liability to Hampton the imposition, on Dime or any of its Subsidiaries at any of its current or former operations. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect there are no legal, administrative or arbitral bodies seeking to impose, nor are there any Actions of any nature reasonably likely to result in the imposition of, on Hampton or any of its Subsidiaries, any liability or obligation arising under common law standards relating to the Environment environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including, without limitation, the Comprehensive Environmental LawResponse, nor are there any such liabilities or obligations Compensation and Liability Act of 1980, as amended (collectively, the "Environmental Laws"), pending or, to the Knowledge knowledge of HamptonDime, threatened against Hampton Dime or any of its Subsidiaries. Except as reflected in the Hampton Financial Statements, and except as which liability or obligation would not, individually have or in the aggregate, would reasonably be expected to have a Hampton Material Adverse EffectEffect on Dime. To the knowledge of Dime, neither Hampton 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 knowledge of Dime, during or prior to the period of (i) its or any of its Subsidiaries' ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries' participation in the management of any property, or (iii) 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 have a Material Adverse Effect on Dime. Neither Dime nor any of its Subsidiaries is subject to any Order agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third party imposing any material liability or obligation with respect pursuant to the foregoing. To the Knowledge of Hampton, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for or under any Environmental liabilities and obligations. Except as set forth in this Section 4.18, no representations Law that would have or warranties are being made with respect would reasonably be expected to environmental mattershave a Material Adverse Effect on Dime.

Environmental Liability. Except for such as listed in Section 5.12 of the following as would notDynegy Disclosure Schedule: (a) The businesses of Dynegy and its Subsidiaries have been and are operated in material compliance with all Environmental Laws, individually except for any violations which could not reasonably be expected to result in a Dynegy Material Adverse Effect. (b) Neither Dynegy nor any of its Subsidiaries has caused or in allowed the aggregategeneration, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances at any of its properties or facilities, except for any such action which could not reasonably be expected to have a Hampton Dynegy Material Adverse Effect (i) the operations of Hampton and its Subsidiaries are and, since January 1to Dynegy's knowledge, 2000no such action has occurred at any property or facility owned, have been in compliance with all applicable Environmental Laws, (ii) each of Hampton and its Subsidiaries possess and maintains in effect all environmental permits, licenses, authorizations and approvals required under Environmental Law with respect to the properties and business of Hampton and its Subsidiaries, and (iii) to the Knowledge of Hampton, since January 1, 2000, there has been no release of any Hazardous Materials in violation of any Environmental Law which would reasonably be expected to result in liability to Hampton leased or operated by Dynegy or any of its Subsidiaries at Subsidiaries, except for any of its current or former operations. Except for such of the following as would not, individually or in the aggregate, action that could not reasonably be expected to have a Hampton Dynegy Material Adverse Effect there are no legalEffect. (c) Neither Dynegy nor any of its Subsidiaries has received any written notice from any Governmental Authority or third party or, administrative to the knowledge of Dynegy, any other written communication alleging or arbitral bodies seeking to impose, nor are there concerning any Actions of any nature reasonably likely to result in the imposition of, on Hampton material violation by Dynegy or any of its SubsidiariesSubsidiaries of, any or responsibility or liability or obligation arising under common law relating to the Environment or under any Environmental Law, nor are there any such liabilities or obligations pending or, to the Knowledge of Hampton, threatened against Hampton Dynegy or any of its Subsidiaries. Except as reflected in the Hampton Financial StatementsSubsidiaries under, and except as would not, individually or in the aggregate, any Environmental Law which could reasonably be expected to have a Hampton Dynegy Material Adverse Effect. There are no pending, or to Dynegy's knowledge, threatened Actions with respect to the businesses or operations of Dynegy or any of its Subsidiaries alleging or concerning any violation of or responsibility or liability under any Environmental Law that, if adversely determined, could reasonably be expected to have a Dynegy Material Adverse Effect, neither Hampton nor does Dynegy have any knowledge of any fact or condition that could give rise to such an Action. (d) Dynegy and its Subsidiaries is subject to any Order by or with any are in possession of all material approvals, permits, licenses, registrations and similar type authorizations from all Governmental Entity or third party imposing any liability or obligation with respect to the foregoing. To the Knowledge of Hampton, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for Environmental liabilities and obligations. Except as set forth in this Section 4.18, no representations or warranties are being made with respect to environmental matters.Authorities

Environmental Liability. Except for such as set forth in Section 4.19 of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect (i) the operations of Hampton and its Subsidiaries are and, since January 1, 2000, have been in compliance with all applicable Environmental Laws, (ii) each of Hampton and its Subsidiaries possess and maintains in effect all environmental permits, licenses, authorizations and approvals required under Environmental Law with respect to the properties and business of Hampton and its Subsidiaries, and (iii) to the Knowledge of Hampton, since January 1, 2000SIB Disclosure Schedule, there has been are no release legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any Hazardous Materials in violation of any Environmental Law which would nature seeking to impose, or that reasonably could be expected to result in liability to Hampton the imposition, on SIB or any of its Subsidiaries at any of its current or former operations. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect there are no legal, administrative or arbitral bodies seeking to impose, nor are there any Actions of any nature reasonably likely to result in the imposition of, on Hampton or any of its Subsidiaries, any liability or obligation arising under common law standards relating to the Environment environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental LawResponse, nor are there any such liabilities or obligations Compensation and Liability Act of 1980, as amended (collectively, the "Environmental Laws"), pending or, to the Knowledge knowledge of HamptonSIB, threatened against Hampton SIB or any of its Subsidiaries. Except as reflected in the Hampton Financial Statements, and except as which liability or obligation would not, individually have or in the aggregate, would reasonably be expected to have a Hampton Material Adverse EffectEffect on SIB. To the knowledge of SIB, neither Hampton 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 knowledge of SIB, during or prior to the period of (i) its or any of its Subsidiaries' ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries' participation in the management of any property, or (iii) 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 have a Material Adverse Effect on SIB. Neither SIB nor any of its Subsidiaries is subject to any Order agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third party imposing any material liability or obligation with respect pursuant to the foregoing. To the Knowledge of Hampton, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for or under any Environmental liabilities and obligations. Except as set forth in this Section 4.18, no representations Law that would have or warranties are being made with respect would reasonably be expected to environmental mattershave a Material Adverse Effect on SIB.

Environmental Liability. Except for such as set forth in Section 4.21 of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect (i) the operations of Hampton and its Subsidiaries are and, since January 1, 2000, have been in compliance with all applicable Environmental Laws, (ii) each of Hampton and its Subsidiaries possess and maintains in effect all environmental permits, licenses, authorizations and approvals required under Environmental Law with respect to the properties and business of Hampton and its Subsidiaries, and (iii) to the Knowledge of Hampton, since January 1, 2000Long Beach Disclosure Schedule, there has been are no release legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any Hazardous Materials in violation of any Environmental Law which would nature seeking to impose, or that reasonably could be expected to result in liability to Hampton the imposition, on Long Beach or any of its Subsidiaries at any of its current or former operations. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect there are no legal, administrative or arbitral bodies seeking to impose, nor are there any Actions of any nature reasonably likely to result in the imposition of, on Hampton or any of its Subsidiaries, any liability or obligation arising under common law standards relating to the Environment environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including, without limitation, the Comprehensive Environmental LawResponse, nor are there any such liabilities or obligations Compensation and Liability Act of 1980, as amended (collectively, the "Environmental Laws"), pending or, to the Knowledge knowledge of HamptonLong Beach, threatened against Hampton Long Beach or any of its Subsidiaries. Except as reflected in the Hampton Financial Statements, and except as which liability or obligation would not, individually have or in the aggregate, would reasonably be expected to have a Hampton Material Adverse EffectEffect on Long Beach. To the knowledge of Long Beach, neither Hampton 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 Long Beach. To the knowledge of Long Beach, during or prior to the period of (i) its or any of its Subsidiaries, ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries, participation in the management of any property, or (iii) 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 have a Material Adverse Effect on Long Beach. Neither Long Beach nor any of its Subsidiaries is subject to any Order agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third party imposing any material liability or obligation with respect pursuant to the foregoing. To the Knowledge of Hampton, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for or under any Environmental liabilities and obligations. Except as set forth in this Section 4.18, no representations Law that would have or warranties are being made with respect would reasonably be expected to environmental mattershave a Material Adverse Effect on Long Beach.

Environmental Liability. Except for such as listed in Section 6.12 of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect Illinova Disclosure Schedule: (ia) the operations The businesses of Hampton Illinova and its Subsidiaries are and, since January 1, 2000, have been and are operated in material compliance with all applicable Environmental Laws, (ii) each of Hampton and its Subsidiaries possess and maintains in effect all environmental permits, licenses, authorizations and approvals required under Environmental Law with respect to the properties and business of Hampton and its Subsidiaries, and (iii) to the Knowledge of Hampton, since January 1, 2000, there has been no release of except for any Hazardous Materials in violation of any Environmental Law violations which would could not reasonably be expected to result in liability to Hampton or an Illinova Material Adverse Effect. (b) Neither Illinova nor any of its Subsidiaries has caused or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances at any of its current properties or former operations. Except facilities except for any such of the following as would not, individually or in the aggregate, action which could not reasonably be expected to have a Hampton an Illinova Material Adverse Effect there are and, to Illinova's knowledge, no legalsuch action has occurred at any property or facility owned, administrative leased or arbitral bodies seeking to impose, nor are there any Actions of any nature reasonably likely to result in the imposition of, on Hampton operated by Illinova or any of its Subsidiaries, any liability or obligation arising under common law relating to the Environment or under any Environmental Law, nor are there except for any such liabilities or obligations pending or, to the Knowledge of Hampton, threatened against Hampton or any of its Subsidiaries. Except as reflected in the Hampton Financial Statements, and except as would not, individually or in the aggregate, action that could not reasonably be expected to have a Hampton an Illinova Material Adverse Effect, neither Hampton . (c) Neither Illinova nor any of its Subsidiaries is subject to has received any Order by or with written notice from any Governmental Entity Authority or third party imposing or, to the knowledge of Illinova, any other written communication alleging or concerning any material violation by Illinova or any of its Subsidiaries of, or responsibility or liability of Illinova or obligation any of its Subsidiaries under, any Environmental Law which could reasonably be expected to have an Illinova Material Adverse Effect. There are no pending, or to Illinova's knowledge, threatened Actions with respect to the foregoing. To the Knowledge businesses or operations of HamptonIllinova or any of its Subsidiaries alleging or concerning any violation of or responsibility or liability under any Environmental Law that, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for Environmental liabilities and obligations. Except as set forth in this Section 4.18, no representations or warranties are being made with respect to environmental matters.if adversely

Environmental Liability. Except for such as set forth in Section 3.18 of the following as would notTD Disclosure Schedule, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect (i) the operations of Hampton and its Subsidiaries are and, since January 1, 2000, have been in compliance with all applicable Environmental Laws, (ii) each of Hampton and its Subsidiaries possess and maintains in effect all environmental permits, licenses, authorizations and approvals required under Environmental Law with respect to the properties and business of Hampton and its Subsidiaries, and (iii) to the Knowledge of Hampton, since January 1, 2000, there has been no release of any Hazardous Materials in violation of any Environmental Law which would reasonably be expected to result in liability to Hampton or any of its Subsidiaries at any of its current or former operations. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect there are no legal, administrative administrative, arbitral or arbitral bodies other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, nor or that are there any Actions of any nature reasonably likely to result in the imposition ofimposition, on Hampton Waterhouse or any of its Subsidiaries, the Business Subsidiaries of any liability or obligation arising under common law standards relating to the Environment environmental protections, human health or safety, or under any local, state or federal environmental statute, regulation, code, treaty or ordinance relating to environmental protection, pollution or exposure of any individual to Hazardous Materials (as defined below), including the Comprehensive Environmental LawResponse, nor are there any such liabilities or obligations Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the Knowledge knowledge of HamptonTD, threatened threatened, against Hampton Waterhouse or any of its the Business Subsidiaries. Except as reflected in the Hampton Financial Statements, and except as which liability or obligation would notreasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Waterhouse. To the 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 have, individually or in the aggregate, a Hampton Material Adverse Effect, neither Hampton nor any of its Subsidiaries is subject to any Order by or with any Governmental Entity or third party imposing any liability or obligation with respect to the foregoing. To the Knowledge of Hampton, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for Environmental liabilities and obligationsEffect on Waterhouse. Except as set forth in Section 3.18 of the TD Disclosure Schedule, to the knowledge of TD, during or prior to the period of (i) the ownership by Waterhouse or any of the Business Subsidiaries of any of their respective current properties, (ii) the participation by Waterhouse or any of the Business Subsidiaries in the management of any property, or (iii) the holding by Waterhouse or any of the Business Subsidiaries of a security interest or other interest in any property, there were no releases or threatened 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 have, individually or in the aggregate, a Material Adverse Effect on Waterhouse. Neither Waterhouse nor any of the Business Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Waterhouse. Notwithstanding the generality of any other representations and warranties in this Agreement, the representations and warranties in this Section 4.18, no 3.18 shall be deemed the only representations or and warranties are being made of TD in this Agreement with respect to environmental mattersmatters relating to Environmental Laws or to Hazardous Materials.

Environmental Liability. Except for such as set forth in Section 4.19 of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect (i) the operations of Hampton and its Subsidiaries are and, since January 1, 2000, have been in compliance with all applicable Environmental Laws, (ii) each of Hampton and its Subsidiaries possess and maintains in effect all environmental permits, licenses, authorizations and approvals required under Environmental Law with respect to the properties and business of Hampton and its Subsidiaries, and (iii) to the Knowledge of Hampton, since January 1, 2000SunCoast Disclosure Schedule, there has been are no release legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any Hazardous Materials in violation of any Environmental Law which would nature seeking to impose, or that reasonably could be expected to result in liability to Hampton the imposition, on SunCoast or any of its Subsidiaries at any of its current or former operations. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect there are no legal, administrative or arbitral bodies seeking to impose, nor are there any Actions of any nature reasonably likely to result in the imposition of, on Hampton or any of its Subsidiaries, any liability or obligation arising under common law standards relating to the Environment environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental LawResponse, nor are there any such liabilities or obligations Compensation and Liability Act of 1980, as amended (collectively, the “Environmental Laws”), pending or, to the Knowledge knowledge of HamptonSunCoast, threatened against Hampton SunCoast or any of its Subsidiaries. Except as reflected in the Hampton Financial Statements, and except as which liability or obligation would not, individually have or in the aggregate, would reasonably be expected to have a Hampton Material Adverse EffectEffect on SunCoast. To the knowledge of SunCoast, neither Hampton 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 SunCoast. To the knowledge of SunCoast, during or prior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or (iii) 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 have a Material Adverse Effect on SunCoast. Neither SunCoast nor any of its Subsidiaries is subject to any Order agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity court, governmental authority, regulatory agency or third party imposing any material liability or obligation with respect pursuant to the foregoing. To the Knowledge of Hampton, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for or under any Environmental liabilities and obligations. Except as set forth in this Section 4.18, no representations Law that would have or warranties are being made with respect would reasonably be expected to environmental mattershave a Material Adverse Effect on SunCoast.

Environmental Liability. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to not have a Hampton Maple Parent Material Adverse Effect Effect: (ia) Maple Parent and the operations of Hampton Maple Parent Subsidiaries are, and its Subsidiaries are andhave been, since January 1in compliance, 2000, have been in compliance with all Environmental Laws applicable Environmental Lawsto their respective operations, (ii) each of Hampton which compliance includes the possession and its Subsidiaries possess maintenance of, and maintains in effect compliance with, all environmental permits, licenses, authorizations authorizations, consents, approvals and approvals franchises from Governmental Entities (“Permits”) required under applicable Environmental Law with respect to Laws for the properties and operation of the business of Hampton Maple Parent and its the Maple Parent Subsidiaries. Neither Maple Parent nor any of the Maple Parent Subsidiaries has received any written notice, and (iii) to the Knowledge of Hamptondemand, since January 1, 2000, there has been no release of letter or claim alleging that Maple Parent or any Hazardous Materials Maple Parent Subsidiary is in violation of any Environmental Law which would reasonably be expected to result in liability to Hampton or any of its Subsidiaries at any of its current or former operations. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect there are no legal, administrative or arbitral bodies seeking to impose, nor are there any Actions of any nature reasonably likely to result in the imposition of, on Hampton or any of its Subsidiaries, any liability or obligation arising under common law relating to the Environment or liable under any Environmental Law, including with respect to any alleged release of or exposure to any Hazardous Substances or the validity of or failure to comply with any Permit required under Environmental Law and, to the Knowledge of Maple Parent, no such notice, demand or claim has been threatened. (b) Neither Maple Parent nor are there any such liabilities of the Maple Parent Subsidiaries is a party to or obligations is the subject of any pending or, to the Knowledge of HamptonMaple Parent, threatened against Hampton Legal Proceeding (i) alleging any Liability or responsibility under or noncompliance with any Environmental Law or (ii) seeking to impose any financial responsibility for any investigation, cleanup, removal, containment or any other remediation of its Subsidiaries. Except as reflected in the Hampton Financial Statementsor exposure to, and except as would notHazardous Substances, individually and, to Maple Parent’s Knowledge, no Hazardous Substances are present at, on or under any Maple Parent Owned Real Property or Maple Parent Leased Real Property of a type or in the aggregate, a condition that would reasonably be expected to have a Hampton Material Adverse Effect, neither Hampton give rise to liability under Environmental Laws on the part of Maple Parent or any Maple Parent Subsidiaries. Neither Maple Parent nor any of its Subsidiaries Maple Parent Subsidiary is subject to any Order or agreement by or with any Governmental Entity or third party imposing any material liability or obligation on Maple Parent or any Maple Parent Subsidiary with respect to any of the foregoing. To the Knowledge of Hampton, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for Environmental liabilities and obligations. Except as set forth in this Section 4.18, no representations or warranties are being made with respect to environmental matters.

Environmental Liability. Except for such as set forth in Section 3.1(p) of the following as would notBancWest Disclosure Schedule, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect (i) the operations of Hampton and its Subsidiaries are and, since January 1, 2000, have been in compliance with all applicable Environmental Laws, (ii) each of Hampton and its Subsidiaries possess and maintains in effect all environmental permits, licenses, authorizations and approvals required under Environmental Law with respect to the properties and business of Hampton and its Subsidiaries, and (iii) to the Knowledge of Hampton, since January 1, 2000, there has been no release of any Hazardous Materials in violation of any Environmental Law which would reasonably be expected to result in liability to Hampton or any of its Subsidiaries at any of its current or former operations. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect there are no legal, administrative administrative, arbitral or arbitral bodies other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, nor are there any Actions of any nature or that is reasonably likely to result in the imposition ofimposition, on Hampton BancWest or any of its Subsidiaries, Subsidiaries of any liability or obligation arising under common law standards relating to the Environment environmental protections, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including, without limitation, the Comprehensive Environmental LawResponse, nor are there any such liabilities or obligations Compensation and Liability Act of 1980, as amended (collectively, the "Environmental Laws"), pending or, to the Knowledge best knowledge of HamptonBancWest, threatened threatened, against Hampton BancWest or any of its Subsidiaries. Except as reflected in the Hampton Financial Statements, and except as would notwhich liability or obligation, individually or in the aggregate, would have or would be reasonably be expected likely to have a Hampton Material Adverse Effectmaterial adverse effect on BancWest. To the best knowledge of BancWest, neither Hampton nor 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 BancWest. Except as set forth in Section 3.1(p) of the BancWest Disclosure Schedule, to the best knowledge of BancWest, during or prior to the period of (i) the ownership by BancWest or any of its Subsidiaries of any of their respective current properties, (ii) the participation by BancWest or any of its Subsidiaries in the management of any property, or (iii) the holding by BancWest or any of its Subsidiaries of a security interest or other interest in any property, there were no releases or threatened release of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which, individually or in the aggregate, would be reasonably likely to have a material adverse effect on BancWest. Neither BancWest nor any Subsidiary of BancWest or Bank of the West is subject to any Order agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party imposing any material liability or obligation with respect pursuant to the foregoing. To the Knowledge of Hampton, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for or under any Environmental liabilities and obligations. Except as set forth in this Section 4.18, no representations or warranties are being made with respect Law that would be reasonably likely to environmental mattershave a material adverse effect on BancWest.

Environmental Liability. Except for such as set forth in Section 4.19 of the following as would notAmeritrade Disclosure Schedule, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect (i) the operations of Hampton and its Subsidiaries are and, since January 1, 2000, have been in compliance with all applicable Environmental Laws, (ii) each of Hampton and its Subsidiaries possess and maintains in effect all environmental permits, licenses, authorizations and approvals required under Environmental Law with respect to the properties and business of Hampton and its Subsidiaries, and (iii) to the Knowledge of Hampton, since January 1, 2000, there has been no release of any Hazardous Materials in violation of any Environmental Law which would reasonably be expected to result in liability to Hampton or any of its Subsidiaries at any of its current or former operations. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect there are no legal, administrative administrative, arbitral or arbitral bodies other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, nor or that are there any Actions of any nature reasonably likely to result in the imposition ofimposition, on Hampton Ameritrade or any of its Subsidiaries, Subsidiaries of any liability or obligation arising under common law standards relating to the Environment environmental protections, human health or safety, or under any Environmental LawLaws, nor are there any such liabilities or obligations pending or, to the Knowledge knowledge of HamptonAmeritrade, threatened threatened, against Hampton Ameritrade or any of its Subsidiaries. Except as reflected in the Hampton Financial Statements, and except as which liability or obligation would notreasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ameritrade. To the 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 have, individually or in the aggregate, a Hampton Material Adverse EffectEffect on Ameritrade. Except as set forth in Section 4.19 of the Ameritrade Disclosure Schedule, neither Hampton to the knowledge of Ameritrade, during or prior to the period of (i) the ownership by Ameritrade or any of its Subsidiaries of any of their respective current properties, (ii) the participation by Ameritrade or any of its Subsidiaries in the management of any property, or (iii) the holding by Ameritrade or any of its Subsidiaries of a security interest or other interest in any property, there were no releases or threatened release of Hazardous Materials in, on, under or affecting any such property which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ameritrade. Neither Ameritrade nor any of its Subsidiaries is subject to any Order agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity Authority or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ameritrade. Notwithstanding the generality of any other representations and warranties in this Agreement, the representations and warranties in this Section 4.19 shall be deemed the only representations and warranties of Ameritrade in this Agreement with respect to the foregoing. To the Knowledge of Hampton, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for matters relating to Environmental liabilities and obligations. Except as set forth in this Section 4.18, no representations Laws or warranties are being made with respect to environmental mattersHazardous Materials.

Environmental Liability. Except for such as set forth in Section 3.2(q) of the following as would not, individually FHI Disclosure Schedule or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect (i) the operations of Hampton and its Subsidiaries are and, since January 1, 2000, have been in compliance with all applicable Environmental Laws, (ii) each of Hampton and its Subsidiaries possess and maintains in effect all environmental permits, licenses, authorizations and approvals required under Environmental Law with respect FHI SEC Documents filed prior to the properties and business date of Hampton and its Subsidiariesthis Agreement, and (iii) to the Knowledge of Hampton, since January 1, 2000, there has been no release of any Hazardous Materials in violation of any Environmental Law which would reasonably be expected to result in liability to Hampton or any of its Subsidiaries at any of its current or former operations. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect there are no legal, administrative administrative, arbitral or arbitral bodies other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, nor are there any Actions of any nature or that is reasonably likely to result in the imposition ofimposition, on Hampton FHI or any of its Subsidiaries, Subsidiaries of any liability or obligation arising under common law standards relating to the Environment environmental protections, human health or safety, or under any Environmental Law, nor are there any such liabilities or obligations pending or, to the Knowledge best knowledge of HamptonFHI, threatened threatened, against Hampton FHI or any of its Subsidiaries. Except as reflected in the Hampton Financial Statements, and except as would notwhich liability or obligation, individually or in the aggregate, would have or would be reasonably be expected likely to have a Hampton Material Adverse Effectmaterial adverse effect on FHI. To the best knowledge of FHI, neither Hampton nor 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 best knowledge of FHI, during or prior to the period of (i) its or any of its Subsidiaries Subsidiaries' ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries' participation in the management of any property, or (iii) its or any of its Subsidiaries' holding of a security interest or other interest in any property, there were no releases or threatened release of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which, individually or in the aggregate, would be reasonably likely to have a material adverse effect on FHI. Neither FHI nor any Subsidiary of FHI is subject to any Order agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party imposing any material liability or obligation with respect pursuant to the foregoing. To the Knowledge of Hampton, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for or under any Environmental liabilities and obligations. Except as set forth in this Section 4.18, no representations or warranties are being made with respect Law that would be reasonably likely to environmental mattershave a material adverse effect on FHI.

Environmental Liability. Except for such as set forth in Section 3.1(q) of the following as would notSierraWest Disclosure Schedule, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect (i) the operations of Hampton and its Subsidiaries are and, since January 1, 2000, have been in compliance with all applicable Environmental Laws, (ii) each of Hampton and its Subsidiaries possess and maintains in effect all environmental permits, licenses, authorizations and approvals required under Environmental Law with respect to the properties and business of Hampton and its Subsidiaries, and (iii) to the Knowledge of Hampton, since January 1, 2000, there has been no release of any Hazardous Materials in violation of any Environmental Law which would reasonably be expected to result in liability to Hampton or any of its Subsidiaries at any of its current or former operations. Except for such of the following as would not, individually or in the aggregate, reasonably be expected to have a Hampton Material Adverse Effect there are no legal, administrative administrative, arbitral or arbitral bodies other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, nor are there any Actions of any nature or that is reasonably likely to result in the imposition ofimposition, on Hampton SierraWest or any of its Subsidiaries, Subsidiaries of any liability or obligation arising under common law standards relating to the Environment environmental protections, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including, without limitation, the Comprehensive Environmental LawResponse, nor are there any such liabilities or obligations Compensation and Liability Act of 1980, as amended (collectively, the "Environmental Laws"), pending or, to the Knowledge best knowledge of HamptonSierraWest, threatened threatened, against Hampton SierraWest or any of its Subsidiaries. Except as reflected in the Hampton Financial Statements, and except as would notwhich liability or obligation, individually or in the aggregate, would have or would be reasonably be expected likely to have a Hampton Material Adverse Effectmaterial adverse effect on SierraWest. To the best knowledge of SierraWest, neither Hampton nor 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 SierraWest. Except as set forth in Section 3.1(q) of the SierraWest Disclosure Schedule, to the best knowledge of SierraWest, during or prior to the period of (i) the ownership by SierraWest or any of its Subsidiaries of any of their respective current properties, (ii) the participation by SierraWest or any of its Subsidiaries in the management of any property, or (iii) the holding by SierraWest or any of its Subsidiaries of a security interest or other interest in any property, there were no releases or threatened release of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which, individually or in the aggregate, would be reasonably likely to have a material adverse effect on SierraWest. Neither SierraWest nor any Subsidiary of SierraWest or SWB is subject to any Order agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third party imposing any material liability or obligation with respect pursuant to the foregoing. To the Knowledge of Hampton, as of the date hereof, the Hampton Financial Statements contain an adequate reserve as determined in accordance with GAAP for or under any Environmental liabilities and obligations. Except as set forth in this Section 4.18, no representations or warranties are being made with respect Law that would be reasonably likely to environmental mattershave a material adverse effect on SierraWest.