Common use of Environmental Status Clause in Contracts

Environmental Status. Except as described in Schedule 4.33 to the Merger Agreement: (A) Arca is, as of the date hereof, and was, as of the Prior Acquisition Date, and has been in compliance with all applicable Environmental Laws; (B) Arca has, as of the date hereof, and had, as of the Prior Acquisition Date, obtained all permits, approvals, identification numbers, licenses or other authorizations required under any applicable Environmental Laws ("Environmental Permits") and is, as of the date hereof, and was, as of the Prior Acquisition Date, and has been in compliance with their requirements; (C) such Environmental Permits did not, in connection with the Arca Acquisition, require the consent or approval of, or any filing with or notice to, any governmental authority; (D) to Seller's knowledge, there are, as of the date hereof, or were, as of the Prior Acquisition Date, no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Substances are being or have been treated, stored or disposed of on any leased real property; (E) to Seller's knowledge, there is, as of the date hereof, or was, as of the Prior Acquisition Date, no asbestos or asbestos-containing material on any leased real property in violation of applicable Environmental Laws; (F) Arca has, as of the date hereof, or had, as of the Prior Acquisition Date, not released, discharged or disposed of Hazardous Substances except in compliance with Environmental Laws at any real property owned by any third party or any real property leased; (G) Arca is, as of the date hereof, or was, as of the Prior Acquisition Date, not undertaking, and has not completed, any investigation or assessment or remedial or response action relating to any such release, discharge or disposal of or contamination with Hazardous Substances at any site, location or operation, either voluntarily or pursuant to the order of any governmental authority or the requirements of any Environmental Law; and (H) there are, as of the date hereof, and were as of the Prior Acquisition Date, no past or pending or, to the knowledge of Seller, threatened actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, notices of liability or potential liability, investigations, proceedings, consent orders or consent agreements relating in any way to Environmental Laws, any Environmental Permits or any Hazardous Substances against Arca which is outstanding or has been outstanding during the past two years, and to Seller's knowledge, there are, as of the date hereof, or were, as of the Prior Acquisition Date, no circumstances that could be expected to form the basis for any of the foregoing. Arca has made available to CyberGuard and Buyer copies of any environmental reports, studies or analyses in its possession relating to owned or leased real property or the operations of Arca.

Environmental Status. Except as described set forth in Schedule 4.33 3.26: -------------------- ------------- (a) Each Borrower has obtained and maintained all Environmental Permits necessary to the Merger Agreement: conduct its business, both as done currently and as proposed except insofar as collectively any non-compliance would not have a Material Adverse Effect. (Ab) Arca is, as of the date hereof, and was, as of the Prior Acquisition Date, and Each Borrower has been in compliance complied with all applicable Environmental Laws; (B) Arca has, as of the date hereof, and had, as of the Prior Acquisition Date, obtained all permits, approvals, identification numbers, licenses or other authorizations required under any applicable Environmental Laws ("including Environmental Permits") and isexcept insofar as collectively any non-compliance would not have a Material Adverse Effect. (c) To the knowledge of each Borrower, as of the date hereofneither any Borrower nor any Environmental Affiliate known to it, and waswhether actively or passively, as of the Prior Acquisition Datehas released, and has been in compliance with their requirements; (C) such Environmental Permits did notemitted, in connection with the Arca Acquisitionburied, require the consent or approval ofleaked, or disposed of Regulated Substances on any filing with Property ever owned, leased or notice tooperated by any of them. (d) To the best knowledge of each Borrower, no one else, whether actively or passively, has released, emitted, buried, leaked, or otherwise disposed of Regulated Substances on any governmental authority; Property while owned, operated or leased by any Borrower or any Environmental Affiliate known to it. (De) to SellerTo Borrower's knowledge, there areare no asbestos containing materials, polychlorinated biphenyls or radioactive substances located on Property now owned, operated or leased by any Borrower. (f) Neither any Borrower nor any Environmental Affiliate known to it has operated a treatment, storage or disposal facility requiring a permit or having interim status under the Resource Conservation and Recovery Act, as of the date hereofamended, or wereany comparable state laws, as nor, to Borrower's knowledge, has any Property of the Prior Acquisition Date, no underground or aboveground storage tanks any Borrower or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Substances are being or have Environmental Affiliate known to it been treated, stored or disposed of on any leased real property; used for such purposes. (Eg) to SellerTo Borrower's knowledge, there ishave been no underground storage tanks, as of the date hereof, pipelines or was, as of the Prior Acquisition Date, no asbestos or asbestos-containing material on any leased real property in violation of applicable Environmental Laws; (F) Arca has, as of the date hereof, or had, as of the Prior Acquisition Date, not released, discharged or disposed of Hazardous Substances except in compliance with Environmental Laws surface impoundments at any real property owned Properties when owned, leased or operated by any third party Borrower or any real property leased; Environmental Affiliate known to it which was violative of any Environmental Law during such period of ownership, use or operation. (Gh) Arca is, as of the date hereof, Neither any Borrower nor any Environmental Affiliate known to it has received any Environmental Claim pursuant to any Environmental Law or was, as of the Prior Acquisition Date, not undertaking, and has not completed, any investigation or assessment or remedial or response action relating to any such releasepotential environmental liability which is not resolved and which is likely to have a Material Adverse Effect. (i) To the best knowledge of each Borrower, discharge no other party has received any Environmental Claim pursuant to any Environmental Law, including CERCLA or disposal any comparable state law or relating to any environmental liability relating to any Borrower or any Environmental Affiliate known to it, any of their Property or contamination with Hazardous Substances at any siteproperty where wastes generated by any of them have been sent which is not resolved and which is likely to have a Material Adverse Effect. (j) To Borrower's knowledge, location none of the Property ever owned, operated or operationleased by any Borrower or any known Environmental Affiliate is listed on any environmental regulatory list of contaminated properties, either voluntarily or including the National Priorities List promulgated pursuant to the order of any governmental authority or Comprehensive Environmental Response, Compensation and Liability Act, the requirements of any Environmental Law; and (H) there are, as of the date hereof, and were as of the Prior Acquisition Date, no past or pending or, to the knowledge of Seller, threatened actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, notices of liability or potential liability, investigations, proceedings, consent orders or consent agreements relating in any way to Environmental Laws, any Environmental Permits CERCLIS or any Hazardous Substances against Arca federal, state or local counterpart with respect to such period of Borrower's ownership, operation and lease which is outstanding or has been outstanding during the past two years, not resolved and which is likely to Sellerhave a Material Adverse Effect. (k) To Borrower's knowledge, there are, as are no conditions on any adjacent or neighboring properties which threaten the Property of the date hereof, or were, as of the Prior Acquisition Dateany Borrower. (l) To Borrower's knowledge, no circumstances Liens exist under or pursuant to any Environmental Laws on any Property owned, operated or leased by any Borrower, and to Borrower's knowledge no government action has been taken or is in process that could subject any such Property to such Liens and no Borrower would be expected required to form the basis for place any of the foregoing. Arca has made available to CyberGuard and Buyer copies of any environmental reports, studies notice or analyses in its possession restriction relating to the presence of Regulated Substances at any Property owned or leased real property by it in any deed or lease to such Property. (m) Each Borrower has disclosed to Lender, prior to the date of this Agreement, its waste practices, its use of regulated substances and all potentially material environmental matters and has disclosed all reports, assessments, remedial action plans or other similar documents relating to any material environmental condition of Property or operations of Arcaany Borrower and any Environmental Affiliates known to it.