Common use of Environmental Clause in Contracts

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except as would not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterially adverse effect on the business, properties, financial condition or results of operations of Abraxas and its Subsidiaries, taken as a whole: (ia) the Company is The operations and activities of Abraxas and each of its Subsidiaries are and have at all times been in compliance with all Environmental Laws and Regulations. (b) Abraxas and each of its Subsidiaries have obtained and are in compliance in all material respects with all requirements, permits, licenses and other authorizations which are required with respect to its operations, under all applicable Environmental Laws and Regulations. (c) Abraxas and each of its Subsidiaries are not subject to any known civil, criminal, administrative or other action, suit, demand, claim, hearing, notice of violation, proceeding, investigation, notice or demand pending, received, or threatened pursuant to any applicable Environmental Laws and Regulations, which has not been abated. (d) Neither Abraxas nor any of its Subsidiaries have received any written notification asserting any alleged liability or obligation under any applicable Environmental Laws and Regulations with respect to the Release or threatened Release of any Hazardous Materials at any real property now or previously owned, leased, operated or utilized by Abraxas or any of its Subsidiaries, and there are no conditions or circumstances that could reasonably be expected to result in the receipt of such written notification. (e) No Hazardous Materials have been Released or threatened to be Released: (i) at, on, under or from any property currently owned, operated or previously owned or operated by Abraxas or any of its Subsidiaries or (ii) to Abraxas' knowledge, at, on, under or from any property offsite the real properties owned or operated by Abraxas or any of its Subsidiaries where Abraxas or any of its Subsidiaries transported or disposed, or arranged for the transport or disposal of any Hazardous Materials; in either case of (i) or (ii), in violation of Environmental Laws and Regulations or in a manner that could give rise to any liability under Environmental Laws and Regulations, or for which remedial or corrective action may be required under applicable Environmental Laws and Regulations. (as defined below)f) To Abraxas’ knowledge, there has been no exposure of any Person or property to Hazardous Materials in connection with Abraxas' or any of its Subsidiaries' business or operations that, to Abraxas’ knowledge, would reasonably be expected to form the basis for a claim for damages or compensation; (iig) the Company Abraxas has made available to Energy complete and correct copies of all filings reports, studies, analyses and provided all notices required under all applicable Environmental Laws, and has, and is in correspondence on alleged environmental matters (including any alleged non-compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased Release or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)threatened Release of, or exposure to, Hazardous Materials) that are in Abraxas' or any comparable state law, (vi) no property of its Subsidiaries' possession or facility of the Company (a) is listed or, control and relating to the knowledge ownership or operation of Abraxas' business and assets. (h) The representations and warranties made in this Section 5.11 are the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant exclusive representations and warranties relating to CERCLA, or on any comparable list maintained environmental matters made by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyAbraxas.

Environmental. Except as would disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have a Material Adverse Effectnot been reported, (i) the Company is mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and not subject remain outstanding by any Governmental Entity pursuant to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and has, and is in compliance with, the Primero Subsidiaries hold all permits Environmental Approvals required under any applicable Environmental LawsLaws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, each of which is all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (iii) (avii) there are no pending Proceedings changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to any Environmental Laws affecting the Companyenvironmental, health and safety matters; and (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (cix) to the knowledge of Primero, none of Primero and the CompanyPrimero Subsidiaries are subject to any past or present fact, there is no Proceeding, notice condition or demand letter or request for information threatened against the Company circumstance that could reasonably be expected to result in Liability under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyLaws.

Environmental. Except as would to any matters which could not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect: (a) at all facilities and property (including, without limitation, underlying groundwater) now, or to the knowledge of any Authorized Officer previously, owned, occupied, or leased by any Obligor, except with respect to matters that have been fully resolved, each Obligor is, and continues to be, in compliance with all Environmental Laws; (b) there have been no past (which have not been fully resolved), and there are no pending or, to the knowledge of any Obligor, threatened (i) the Company is in compliance decrees, orders, claims, complaints, written notices or requests for information received by any Obligor with and not subject respect to any known liability under applicable alleged violation of any Environmental Laws (as defined below)Law, or (ii) written complaints, notices or inquiries to any Obligor regarding potential liability under any Environmental Law; (c) there have been no Releases or threatened Releases of Regulated Substances at, on or under any property now, or to the Company knowledge of any Authorized Officer previously, owned, occupied, or leased by any Obligor; (d) each Obligor has made all filings and provided all notices required under all applicable Environmental Laws, and has, been issued and is in compliance with, all permits and to the extent required under any by applicable Environmental Laws has timely applied to renew, all permits, certificates, approvals, licenses and other authorizations required by Environmental Laws; (e) no property now, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Companyany Authorized Officer previously, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, occupied or leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) Obligor is listed or, to the knowledge of the Companyany Authorized Officer, proposed for listing on the National Priorities List under CERCLA any federal or any state list of hazardous substance sites requiring cleanupany investigation, (b) is listed in the Comprehensive Environmental Responsemonitoring, Compensation, Liability Information System List promulgated pursuant to CERCLAremediation, or clean-up; (f) there are no underground storage tanks, active or abandoned, including, without limitation, petroleum storage tanks, on or under any comparable list maintained property now, or to the knowledge of any Authorized Officer previously, owned or leased by any Obligor; (g) no Obligor has directly transported or directly arranged for the transportation of any Regulated Substance to any location which is the subject of federal, state or local governmental authorityenforcement actions or other investigations which may lead to claims against any Obligor for any remedial work, damage to natural resources or personal injury; (viih) there are no polychlorinated biphenyls or friable asbestos present at any property now, or to the knowledge of any Authorized Officer previously, owned or leased by any Obligor; (i) no Hazardous Materials are being released (as defined below) environmental conditions exist at, on or under any facility ownedproperty now, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Companyany Authorized Officer previously, none of the facilities owned, operated, owned or leased or controlled by the Company are adversely affected by any Release Obligor, which, with the passage of Hazardous Materials originating time, or emanating from the giving of notice or both, would give rise to any other propertyliability under any Environmental Law; (j) no transaction contemplated by either this Agreement requires the prior approval of, or any filing with, any Governmental Authority which enforces or administers any Environmental Law, except for such approvals as have been obtained and copies of which have been delivered to the Agent.

Environmental. Except as would notdisclosed on Exhibit 3.10, individually or in the aggregateBorrower warrants and represents to Lenders, reasonably be expected to have a Material Adverse Effect, that: (i) Borrower has undertaken all appropriate inquiry and investigation as to the Company is environmental condition of each Property; (ii) each Property and Borrower, and any occupants of the Property, are in compliance with and not subject shall continue to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under be in compliance with all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, ; (iii) each Property is not and has never been used to generate, handle, treat, store or dispose of Hazardous Materials in excess of De Minimis Amounts or otherwise in violation of any Environmental Laws; (aiv) no Hazardous Materials (including asbestos, mold or lead paint in any form) in excess of De Minimis Amounts are located on or under any Property or emanate from any Property or have been disposed of, stored or treated on or about any Property; (v) there are no pending Proceedings with respect unregistered underground storage tanks on the Property that are subject to any Environmental Laws affecting the Companyunderground storage tank registration laws or regulations; (vi) no notice has been received with regard to any Hazardous Material on any Property; (vii) no action, (b) the Company has not received investigation or proceeding is pending or to Borrower’s knowledge threatened which seeks to enforce any demand, claim right or notice of violation of remedy against Borrower or any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company Property under any Environmental Law; (viii) neither Borrower nor any occupant of the Property, (iv) no Lien or restriction has been recorded under any Environmental Law with respect is subject to any assetsremedial obligations as to the Property under Environmental Laws relating to Hazardous Materials, facility health or property ownedthe environment; (ix) Borrower has not, operatednor will Borrower, leased release or controlled by waive the Companyliability of any previous owner, (v) lessee or operator of the Company has not received notice that it has been identified as a Property or any party who may be potentially responsible party under for the Comprehensive Environmental Responsepresence of or removal of Hazardous Material from the Property, Compensation and Liability Act nor has it made promises of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing indemnification regarding Hazardous Material on the National Priorities List under CERCLA or Property to any state list of hazardous substance sites requiring cleanupparty, (b) is listed except as contained herein and in the Comprehensive Loan Documents; and (x) all licenses, permits and other governmental or regulatory actions necessary for each Property to comply with Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list Laws shall be obtained and maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyand Borrower shall assure compliance therewith.

Environmental. Except as would not, individually or (a) Section 3.10(a) of the Disclosure Schedules sets forth all material Environmental Permits and operating certifications held in connection with the aggregate, reasonably be expected Business and the Seller’s ownership of the Purchased Assets. (b) The Seller has been and continues to have a Material Adverse Effect, be: (i) the Company is in compliance with and not subject to any known liability under all applicable Environmental Laws (as defined below), relating to the ownership of the Purchased Assets and the operation of the Business and (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and hasobtained, and is in compliance with, all permits material Environmental Permits and operating certifications required under to be held in connection with the operation of the Business and/or the Seller’s ownership of the Purchased Assets. (c) There is no Action pending or, to the Knowledge of the Seller, threatened against the Seller, in respect of any violation of applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings Laws or with respect to any operating certifications held by the Seller involving or relating, in any manner, to the Purchased Assets or the operation of the Business. (d) The Seller has not treated, stored, disposed of, arranged for, or permitted the disposal of, transported, handled, or otherwise Released or contracted with any Person to treat, store, dispose of, arrange for, or permit the disposal of, transport, handle, or otherwise Release any Hazardous Material, during the operation of the Business in any manner that could give rise to any Liability under Environmental Laws affecting the Company, or any obligation to take remedial action. (be) the Company The Seller has not received assumed, undertaken, provided indemnity with respect to, or otherwise become subject to any demandLiability, claim or notice of violation including any obligation for remedial action, of any Environmental Laws and (c) other Person relating to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assetsthe Purchased Assets or the operation of the Business. (f) The Seller has provided to the Buyer true, facility correct, and complete copies of all material reports, assessments, agreements, notices, audits, investigations, and studies in the possession, custody, or property owned, operated, leased or controlled by control of the Company, Seller concerning: (vi) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental ResponseSeller’s actual, Compensation and Liability Act of 1980, as amended (“CERCLA”)alleged, or potential non-compliance with any comparable state law, (vi) no property Environmental Laws with respect to the Purchased Assets or facility the operation of the Company Business or (aii) is listed or, any material Liability of the Seller under Environmental Laws with respect to the knowledge Purchased Assets or the operation of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyBusiness.

Environmental. Except To the knowledge of the Transferor or except as would not, individually or disclosed in writing in the aggregateenvironmental studies provided by Transferee to Transferor or known to Transferee in its environmental reports received as of Closing Date: (a) Hazardous Materials have not been generated, reasonably be expected used, treated or stored on, or transported to have a Material Adverse Effect, (i) or from any of the Units by the Transferor or the Company is except as used or stored in compliance with and all Environmental Laws; (b) Hazardous Materials have not subject to been released or disposed of by the Transferor or the Company, or their authorized agents, at the project site for the Project or any known liability under applicable property adjoining the project site for the Project, except such releases which do not violate any Environmental Laws Laws; (as defined below), (iic) the Transferor and the Company has made hold, and are in substantial compliance with, all filings and provided all notices Permits currently required under all applicable by Environmental Laws, and has, the Transferor and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has have not received any demand, claim or written notice of any violation of any Environmental Laws and Law that has not heretofore been resolved; (cd) to neither the knowledge of Transferor nor the Company, there is no Proceeding, notice or demand letter or Company has received any written request for information threatened against the Company under any Environmental Lawinformation, (iv) no Lien or restriction has nor been recorded notified that it is a potentially responsible party, under any Environmental Law with respect to any assetson-site location relating to the ownership, facility operation or property owned, operated, leased maintenance of the Project or controlled by the Company, Units; and (ve) there are no pending or threatened Actions relating to Hazardous Materials or arising under any Environmental Laws (“Environmental Claims”) against the Company has not received notice that it has been identified or, in relation to the Project or the Site, the Transferor. Except as a potentially responsible party under disclosed to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed orTransferee in writing, to the knowledge of Transferor or known to Transferee in its environmental reports received as of Closing Date there are no facts or circumstances, conditions, pre-existing conditions or occurrences affecting the Project or the Units or any other assets or properties of the Company known to the Transferor that could reasonably be anticipated (a) to form the basis of an Environmental Claim against the Transferor, the Company, proposed for listing on its assets or properties, the National Priorities List under CERCLA Project or any state list of hazardous substance sites requiring cleanupthe Units, or (b) is listed in to cause the Comprehensive Environmental ResponseCompany, Compensationits assets or properties, Liability Information System List promulgated pursuant the Project or the Units to CERCLAbe subject to any restrictions on the ownership, occupancy, use or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge transferability of the Company, none of its assets or properties, the facilities owned, operated, leased Project or controlled by the Company are adversely affected by Units under any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Law.

Environmental. Except as would notset forth on Schedule 4.14: (a) There are no underground tanks and related pipes, individually pumps and other facilities regardless of their use or purpose whether active or abandoned at the Real Property. (b) There is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement on the aggregateReal Property. The Company does not sell and has not sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (c) The Company presently is and has been in material compliance with all Environmental Laws applicable to the Real Property or formerly owned, reasonably leased or operated locations or the Company’s business, and there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or that could be expected the basis for any liability of any kind pursuant to have a Material Adverse Effect, any Environmental Law. (d) (i) The Company has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon the Company is Real Property or formerly owned, leased or operated locations, except in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws; (ii) there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of the Real Property that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law; and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of locations formerly owned, leased or operated by the Company that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company pursuant to any Environmental Law. (ae) there are no pending Proceedings The Company has not (i) entered into or been subject to any consent decree, compliance order or administrative order with respect to the Real Property or formerly owned, leased or operated locations or any facilities or operations thereon; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Laws affecting the CompanyCondition; or (iv) been subject to or, (b) the Company has not received to their Knowledge, threatened with any demand, claim governmental or notice of violation of any Environmental Laws and (c) citizen enforcement action with respect to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, . (ivf) no Lien or restriction has been recorded (i) There currently are effective all Permits required under any Environmental Law with respect which are necessary for the Company’s activities and operations at the Real Property and for any past or ongoing alterations or improvements at the Real Property; (ii) any applications for renewal of such Permits have been submitted on a timely basis; and (iii) such Permits can be transferred without changes to their terms or conditions. (g) The Company has made available to the Purchaser copies of all documents, records and information in its possession or control concerning Environmental Conditions, including, without limitation, previously conducted environmental audits and documents regarding any assetsdisposal of Hazardous Materials at, facility upon or property from the Real Property or formerly owned, operated, leased or controlled by the Companyoperated locations, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation spill control plans and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyenvironmental agency reports and correspondence.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ia) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the The Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, complied and is in compliance with, and the Company's use of the Real Property and all permits required under any applicable improvements thereon are in compliance with, all Environmental Laws, each except for any noncompliance which has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) There are no pending or, to the Company's or the Stockholders' knowledge, threatened actions, suits, claims, legal proceedings or other proceedings based on, and neither the Company nor the Stockholders has directly or indirectly received any notice of any complaint, order, directive, citation, notice of responsibility, notice of potential responsibility, or information request from any governmental authority or any other person or entity or knows any fact(s) which is in full force and effectthe Company or the Stockholders reasonably believes form(s) the basis for any such actions or notices arising out of or attributable to: (i) the current or past presence, Release or threatened Release at or from any part of the Real Property related to the Company's operations; (ii) the off-site disposal or treatment of Hazardous Materials originating on or from the Real Property with respect to the business or Assets of the Company; (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Companyfacility operations, (b) procedures or designs of the Company has which do not received any demand, claim or notice of violation of any Environmental Laws and (c) conform to the knowledge requirements of the Company, there is no Proceeding, notice Environmental Laws; or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien any violation of Environmental Laws at any part of the Real Property or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by arising from the Company, 's activities (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company and the Stockholders, the activities of the Company's predecessors in title) involving Hazardous Materials. (c) The Company has been duly issued, proposed for listing on and currently has and will maintain through the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanupClosing Date, (b) is listed in the Comprehensive Environmental Responseall permits, Compensationlicenses, Liability Information System List promulgated pursuant certificates and approvals required to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled be obtained by the Company or have been Released at, on or under any facility ownedEnvironmental Law. A true and complete list of such permits, operatedlicenses, leased certificates and approvals, all of which are valid and in full force and effect, is set out in the Disclosure Schedule. Except in accordance with such permits, licenses, certificates and approvals, there has been no release of material regulated by such permits, licenses, certificates or controlled by approvals. (d) To the knowledge of the Company (except as may be allowed by permit) andand the Stockholders, the Real Property contains no underground treatment or storage tanks, or underground piping associated with such tanks, used currently or in the past for the management of Hazardous Materials. No portion of the Real Property is being or, to the knowledge of the CompanyCompany and the Stockholders, none has been, used as a dump or landfill, or consists of or contains filled in lands or wetlands. (e) The Company has furnished to Buyer accurate and complete copies of any environmental reports, assessments or other records, if any, relating to the environmental condition of the facilities owned, operated, leased or controlled by Real Property of which the Company are adversely affected by or the Stockholders is in possession. (f) The Company will promptly furnish to Buyer written notice of any Release or of Hazardous Materials originating any actions or emanating from any other propertynotices described in Section 4.22(b). (g) To the knowledge of the Company and the Stockholders, neither PCBs nor asbestos-containing materials are present on or in the Real Property.

Environmental. Except as would not(a) To the Company's knowledge, individually the Company and each Subsidiary and Medical Group are in compliance with, have been in compliance with, and have no material liability under, the Environmental Laws. (b) To the Company's knowledge, the Real Property currently operated by the Company and each Subsidiary and Medical Group does not contain, and during the period of any ownership, tenancy or operation, no Real Property formerly owned or operated contained, any underground improvements used currently or in the aggregatepast for the management of Hazardous Materials, reasonably be expected to and no portion of any currently leased or operated property is or has been used as a dump or landfill or consists of filled in land, except where the existence thereof could not have a Material Adverse Effectmaterial adverse effect on the Company, its Subsidiaries and the Medical Groups, taken as a whole. Except as disclosed in Section 3.21(b) of the Disclosure Schedule, neither PCBs nor asbestos-containing materials (that would be material to the Company) are present on or in any Real Property currently operated by the Company, its Subsidiaries or the Medical Groups. (c) Neither the Company, its Subsidiaries nor the Medical Groups, nor any officer, director or stockholder thereof has directly or indirectly received any Claim or knows or suspects any fact(s) which might reasonably form the basis for any Claim arising out of or attributable to: (i) the Company is in compliance with and not subject to current or past presence, release, or threatened release of Hazardous Materials at or from any known liability under applicable Environmental Laws (as defined below), part of the Real Property; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim off-site disposal or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release treatment of Hazardous Materials originating on or emanating from the Real Property or the businesses or Assets of the Company or any other propertySubsidiary; or (iii) any violation of Environmental Laws at any part of the Real Property or otherwise arising from the Company's, any Subsidiary's or any Medical Group's activities (or the activities of the Company's, any Subsidiary's or any Medical Group's predecessors in title) involving Hazardous Materials.

Environmental. Except as would notfor any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have a Company Material Adverse Effect, : (i) since January 1, 2022, all facilities and operations of the Company is and its Subsidiaries have been conducted, and are now, in compliance with and not subject to any known liability under applicable all Environmental Laws (as defined below), Laws; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawsits Subsidiaries are in possession of, and has, and is in compliance with, all permits Environmental Permits that are required under any applicable Environmental Lawsto own, each of lease and operate the Company Mineral Interests and to conduct their respective business as they are now being conducted which is are legal, valid, binding and in full force and effect, all of which appear in the name of the Company and/or its Subsidiaries; (iii) (a) there are to the knowledge of the Company, no pending Proceedings Environmental Liabilities presently exist with respect to any Environmental Laws affecting portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the Company, (b) operations and business of the Company has not received any demandand its Subsidiaries and, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedingbasis for any such Environmental Liabilities to arise in the future as a result of any of the Company’s activities in respect of such property, notice or demand letter or request for information threatened against the Company under any Environmental Lawinterests, rights, operations and business; (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) neither the Company nor any of its Subsidiaries is subject to or has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Responseof any proceeding, Compensation application, order or directive from any Governmental Entity which relates to environmental matters and Liability Act of 1980which may require any material work, as amended (“CERCLA”)repairs, construction or expenditures, or create any comparable state lawadditional Environmental Liabilities, (vi) no property or facility of the Company (a) is listed or, and to the knowledge of the Company, proposed for listing on there are no pending environmental claims; (v) the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in Company has posted with the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated relevant regulatory authorities all financial assurance required to be posted pursuant to CERCLAEnvironmental Laws or Environmental Permits, including any financial assurance required in connection with reclamation, remediation or on any comparable list maintained by any state or local governmental authority, closure plans for (viiA) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released atMineral Interests, on or under any facility ownedand (B) the Cerro San ▇▇▇▇▇ mining project located in San ▇▇▇▇ Potosí, operated, leased or controlled by the Company Mexico; (except as may be allowed by permitvi) and, to the knowledge of the Company, none there are no changes in the status, terms or conditions of the facilities owned, operated, leased or controlled any Environmental Permits held by the Company are adversely affected by or its Subsidiaries or any Release renewal, modification, revocation, reassurance, alteration, transfer or amendment of Hazardous Materials originating any such Environmental Permits, or emanating from any other propertyreview by, or approval of, any Governmental Entity of such Environmental Permits or in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of the Company or its Subsidiaries following the Effective Date; and (vii) the Company and its Subsidiaries have made available to the Parent true, correct and complete copies of all material audits, studies, plans, assessments, investigation reports (including Phase I and Phase II environmental site assessments) and regulatory correspondence with respect to environmental matters in their possession or control.

Environmental. Except as would not(a) To the best knowledge of the Company and the Shareholders, individually the Company has not used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials on, under, at, from, or in any way affecting any of the aggregateowned, reasonably be expected to leased or operated properties or assets described in Schedules 3.9 and 3.11, or otherwise, in any manner which violated any applicable Environmental Law. (b) There have a been no Releases by the Company of any Hazardous Material Adverse Effecton, under, at, from or in any way affecting any of the owned, leased or operated properties or assets described in Schedules 3.9 and 3.11 or otherwise. (ic) To the best knowledge of the Company and the Shareholders, the Company is in material compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demandcommunication, claim written or notice of violation of oral, that alleges that the Company is not in compliance with applicable Environmental Laws. (d) The Company does not have any Environmental Laws and (c) liabilities, assessed or to the best knowledge of the Company and the Shareholders, unassessed, no pending claims have been received by the Company and at present no outstanding citations or notices have been received by the Company, there is no Proceedingwhich in the case of any of the foregoing have been or are imposed by reason of or based upon any provision of any applicable Environmental Laws, notice including, but not limited to, any such liabilities relating to or demand letter arising out of or request for information threatened against attributable, in whole or in part, to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, presence or handling of any Hazardous Materials by the Company under at any Environmental Lawof the Schedule 3.9 property or otherwise. (e) There are no proceedings by any governmental authority or third party pending regarding pollution or protection of human health or the environment to which the Company is a party, (iv) no Lien nor are there any decrees, or restriction has been recorded orders, or other administrative or judicial requirements, outstanding under any Environmental Law with respect to the Company. (f) To the best knowledge of the Company and the Shareholders, the real property currently used, owned or leased by the Company contains no underground storage tanks, or underground piping associated with underground storage tanks. (g) To the best knowledge of the Company and the Shareholders, the Company has obtained and is in material compliance with all permits, licenses and other authorizations and has made all registrations and given all notifications that are required under Environmental Laws, and is in compliance with all terms and conditions of such permits, licenses and other authorizations. No notice to, approval of or authorization or consent from any assetsgovernmental authority is necessary for the transfer of or modification to any such permit, facility and the consummation of the transaction contemplated by this Agreement will not violate, alter, impair or invalidate, in any respect, any such permit. (h) To the best knowledge of the Company and the Shareholders, except as previously disclosed, there are no environmental reports, audits, investigations or assessments of the Company or any real or personal property or operations which are now or have been previously owned, operatedleased, leased operated or controlled managed by the Company, . (vi) the The Company has not received notice that disclosed to AMRE and Merger Sub all relevant material facts of which it or the Shareholders has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), knowledge regarding potential or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge actual environmental liabilities of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except as to matters that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) no written notice, (i) claim, demand, request for information, Order, complaint, or penalty has been received by any of the Company is in compliance with Group Members, and not subject there are no Legal Proceedings pending or, to any known the Knowledge of the Company Group Members, threatened which allege a violation of or liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable any Environmental Laws, and hasin each case relating to any of the Company Group Members, (b) each Company Group Member has received (including timely application for renewal of the same), and is in compliance with, all permits required under any applicable Environmental Laws, each of which is maintained in full force and effect, (iii) (a) there are no pending Proceedings all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any all applicable Environmental Laws and is, and since January 1, 2017, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the knowledge of the Company, there no Hazardous Material is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge Knowledge of the CompanyCompany Group Members, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) was located at, on or under any facility property currently or formerly owned, operated, operated or leased or controlled by any of the Company Group Members that would reasonably be expected to give rise to any cost, liability or have been Released at, on or obligation of any of the Company Group Members under any facility Environmental Laws, (d) no Hazardous Material has been Released, generated, owned, operatedtreated, leased stored or controlled handled by any of the Company Group Members, and no Hazardous Material has been transported to or Released at any location, or exposed to any Person, in a manner that would has given or would give rise to any cost, liability or obligation of any of the Company Group Members under any Environmental Laws, and (except as may be allowed by permite) andthere are no agreements in which any of the Company Group Members has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws, which has not been made available to the knowledge of Commitment Parties prior to the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertydate hereof.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, set forth on Schedule 4.14, (ia) the Company is and each of its Subsidiaries hold, have complied, and are in compliance compliance, in all material respects, with all Environmental Permits, and not subject to any known liability under applicable Environmental Laws (as defined below)otherwise have complied, (ii) the Company has made and are in compliance, in all filings and provided material respects, with all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, ; (b) none of the Company has not or any of its Subsidiaries have received any demandmaterial Environmental Claim and, claim or notice of violation of any Environmental Laws to GP and (c) to the knowledge of the Company’s Knowledge, there is no Proceeding, notice or demand letter or request for information threatened material Environmental Claim against the Company or any of its Subsidiaries; (c) neither the Company, any of its Subsidiaries, nor any of their respective predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any Hazardous Materials, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in such manner as have given or would give rise to any material, or potentially material, liabilities (contingent or otherwise) or investigative, corrective or remedial obligations, pursuant to CERCLA or any other Environmental Laws; (d) none of the Company or any of its Subsidiaries has entered into any consent order or other similar agreement with any Governmental Entity that imposes obligations under Environmental Laws on the Company or any Environmental Lawof its Subsidiaries; (e) neither the Company nor any of its Subsidiaries, (iv) no Lien nor any of their respective predecessors or restriction Affiliates, has been recorded under any Environmental Law manufactured, sold, marketed, installed or distributed products containing asbestos and, with respect to such entities, no basis in law or fact exists to support an assertion of any assetssuch claim with respect to Asbestos Liabilities; (f) neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, facility or property ownednotification to or consent of government agencies or third parties, operatedpursuant to the New Jersey Industrial Site Recovery Act, leased the Connecticut Property Transfer Act, the Illinois Responsible Property Transfer Act or controlled by any other similar Environmental Laws; (g) neither the CompanyCompany nor any of its Subsidiaries has expressly or contractually assumed any material liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental Laws; and (vh) GP or the Company has not received notice that it has been identified as a potentially responsible party under furnished or made available to the Comprehensive Environmental ResponseBuyer all material environmental audits, Compensation reports and Liability Act of 1980, as amended (“CERCLA”)other material and environmental documents relating to the Company and its Subsidiaries, or any comparable state lawtheir respective predecessors and Affiliates, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed which are in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on their possession or under any facility owned, operated, leased or controlled their reasonable control. The representations and warranties contained in this Section 4.14 shall constitute the sole and exclusive representations and warranties made by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, GP with respect to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Laws.

Environmental. Except as would not, individually set forth in Section 3.15 (c) of ------------- the Company Disclosure Schedule or in the aggregate, reasonably be expected to have a Material Adverse Effect, Company SEC Reports: (i) the The Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the each Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) Subsidiary and, to the knowledge of the Company, none to the extent the Company has direct control over Worksite Employees, each related worksite employer is in compliance in all material respects with the provisions of all federal, state and local laws, codes and ordinances relating to the facilities ownedprotection of public health, operatedthe environment or natural resources, and all rules and regulations promulgated thereunder (the "Environmental Laws"), including with respect to the Company and each Company Subsidiary, the real property leased or controlled by the Company are adversely affected by and each Company Subsidiary listed in Section 3.8 of the Company Disclosure Schedule and the improvements thereon (all such leased real property and improvements thereon hereinafter referred to collectively as the "Premises"). (ii) The Company and each Company Subsidiary and, to the knowledge of the Company, to the extent the Company has direct control over Worksite Employees, each related worksite employer has obtained all required federal, state and local permits, licenses, certificates and approvals applicable to the Company or any Release Company Subsidiary or any such worksite employer, as the case may be, of their respective businesses (the "Environmental Permits") including relating to (A) air emissions, (B) discharges to surface water or ground water, (C) noise emissions, (D) solid or liquid waste disposal, and (E) the use, generation, storage, transportation or disposal of toxic or hazardous substances or wastes (intended hereby and hereafter to include any and all such materials listed in any Environmental Law, as hazardous or potentially hazardous (including, without limitation, (1) any chemical, compound, material or substance that is defined, listed in, or otherwise classified pursuant to, any of the Environmental Laws as a "hazardous substance", "hazardous material", "hazardous waste", "toxic substance," "toxic pollutant," "contaminant" or "pollutant" and (2) petroleum, natural gas, natural gas liquids, liquefied natural gas, and synthetic gas) (collectively, "Hazardous Materials originating Substances"), except where the failure to have obtained or emanating from maintained any other propertysuch Environmental Permit would not have, individually or in the aggregate, a Company Material Adverse Effect.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, set forth on Schedule 5.25.1: (a) (i) Seller is and for the Company is past three (3) years has been in compliance in all material respects with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has(ii) without limiting the foregoing, Seller: (x) has timely obtained, and is in compliance in all material respects with, all permits Permits required under any applicable Environmental LawsLaw for the ownership, each lease, operation or use of which is in full force the Leased Real Property, the Business or the Purchased Assets; and effect(y) has prepared and timely filed with the appropriate jurisdictions all reports, (iii) (a) there are no pending Proceedings with respect data, documentation and filings required pursuant to any Environmental Laws affecting the Company, Law; (b) to Seller Parties’ Knowledge all Hazardous Materials generated by Seller, regardless of quantity, have been generated, treated, stored, handled, transported, removed from the Company has not received any demandLeased Real Property, claim or notice and disposed of violation of any in compliance with all Environmental Laws and Laws; (c) to the knowledge of the CompanySeller Parties’ Knowledge Seller has not sent any Hazardous Material to a site that, there is no Proceeding, notice or demand letter or request for information threatened against the Company under pursuant to any Environmental Law, : (ivi) no Lien or restriction has been recorded placed or proposed for placement on the National Priorities List or any similar state list, or (ii) is subject to or the source of an Order, demand or request from a Governmental Authority to take any Removal, Remedial or Response action or to pay for the costs of any such action at any location; (d) in the past seven (7) years, no Seller Party has received any notice, Order, demand, inquiry, summons, complaint, directive, warning, request for information, notice of violation or other communication from any Governmental Authority, citizens’ group, employee or other Person claiming that Seller or the Business is or may be liable for: (i) any actual or alleged violation of or noncompliance with any Environmental Law; (ii) any actual or alleged obligation to undertake or bear the cost of any Liabilities under any Environmental Law with respect to the Leased Real Property or any assets, other facility or property owned, operatedoccupied, leased or controlled used by Seller, now or in the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)past, or any comparable state law, (vi) no property or facility at or to which any Hazardous Material generated, manufactured, Stored, handled, imported, used or processed by Seller has been transported, Treated, Stored, transferred, Disposed, recycled or received; or (iii) any personal injury or property damage related to any Release, Treatment, Storage or Disposal of, or exposure to, any Hazardous Material; (e) to Seller Parties’ Knowledge, there are no underground storage tanks or related piping, landfills, surface impoundments, sumps, septic systems, waste disposal areas, wastewater treatment systems, radioactive materials, underground injection ▇▇▇▇▇ or monitoring ▇▇▇▇▇ located on, under or at any of the Company (a) is listed orLeased Real Property, or to Seller Parties’ Knowledge, any other facility or property owned, occupied or used by Seller, nor, to the knowledge Seller Parties’ Knowledge, have any such structures or materials been removed from any of the CompanyLeased Real Property or any other facility or property owned, proposed occupied or used by Seller; (f) there has been no Release or Disposal of any Hazardous Material at, on, under or from the Leased Real Property or any other facility or property owned, occupied, or used by Seller, now or in the past, in each case during the ▇▇▇▇ ▇▇▇▇▇▇ owned, occupied, or used such property; and (g) Seller has not assumed, accepted responsibility for or retained, by contract or otherwise, any Liability under any Environmental Law. (h) Schedule 5.25.2 contains an accurate and complete list of: (A) all environmental reports, audits, assessments, correspondence or other documents pertaining to Hazardous Materials or Environmental Law prepared in the past seven (7) years by or for Seller or in the possession or control of any Seller Party with respect to the assets or business of Seller (including the Leased Real Property), true and complete copies of which have been provided to Buyer; and (B) all Permits issued to Seller by any Governmental Authority pursuant to any Environmental Law, true and complete copies of which have been provided to Buyer. Seller maintains all records and, within the past seven (7) years, has prepared and filed all lists, reports and other information required pursuant to, and has otherwise complied with, TSCA and any and all rules and regulations adopted pursuant thereto, if applicable to Seller, with respect to any products manufactured, imported, produced, distributed, sold or leased by Seller. All of the products manufactured, imported, produced, distributed, sold or leased by Seller, and all raw materials and intermediates purchased from others used in such products, which were required to be reported to the United States Environmental Protection Agency for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or TSCA inventory have been Released atso reported or notified. No report of substantial risk under TSCA has been made by Seller, on or under nor was any facility owned, operated, leased or controlled by such report required in connection with the Company (except as may be allowed by permit) and, to the knowledge operation of the CompanyBusiness. Seller has never sold any product containing asbestos, none lead, pentachlorophenol, silica, toluene or benzene and no raw material used by Seller in the manufacture of the facilities ownedits products contains or contained asbestos, operatedlead, leased pentachlorophenol, silica, toluene or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertybenzene.

Environmental. Except as would not, individually or specifically disclosed in the aggregateEnvironmental Report delivered to Lender which was dated May 17, reasonably be expected 2012, and issued by L▇▇▇▇▇▇▇▇▇ Engineering Associates, Inc.: (a) Neither Borrower nor the Property is in violation of laws relating to Hazardous Materials; (b) Neither Borrower nor Guarantor has received, or has received a copy of, any notice of any violation or alleged violation of any laws relating to Hazardous Materials with respect to the Property; (c) The Property complies with all laws relating to Hazardous Materials as to use and conditions on, under or about the Property including soil and groundwater condition; (d) There are no pending civil (including actions by private parties), criminal or administrative actions, suits or proceedings affecting Borrower, Guarantor or the Property relating to environmental matters (“Environmental Proceedings”) and neither Borrower nor Guarantor has any knowledge of any threatened Environmental Proceedings; (e) Neither Borrower nor any other Person (including prior to Borrower’s ownership of the Property), has used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property any Hazardous Materials (other than cleaning or other materials brought onto the Property in reasonable quantities as are customarily used in connection with the normal use of the Property and in all cases in compliance with laws relating to Hazardous Materials); (f) The Property is not subject to any private or governmental Lien or judicial or administrative notice or action or inquiry, investigation or claim relating to hazardous, toxic and/or dangerous substances, Toxic Mold or any other Hazardous Materials; (g) No Toxic Mold is on or about the Property which requires remediation; (h) There have been no environmental investigations, studies, audits, reviews or other analyses conducted by or on behalf of Borrower which have not been provided to Lender; and (i) The Property has not been used (including the period prior to Borrower’s acquisition of thereof), permanently or temporarily, as a Material Adverse Effectdisposal site or storage site for any Hazardous Materials and the Property, and all parts thereof, are free of all Hazardous Materials other than Hazardous Materials that do not violate any applicable laws relating to Hazardous Materials. Without limitation on the foregoing: (i) the Company is in compliance with primary potable or drinking water source does not exceed the EPA Recommended Maximum Contaminant Level Goals set forth under the Safe Drinking Water Act and not subject to any known liability under applicable Environmental Laws (Clean Water Act, as defined below), amended; (ii) there is not and has never been landfill containing decomposable material, petroleum w▇▇▇▇, mineral bearing mines, sewage treatment facilities, underground storage tanks, sinkholes, radon or other toxic emissions within the Company has made all filings and provided all notices required under all applicable Environmental LawsProperty, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) no electrical transformers, fluorescent light fixtures with ballasts or other equipment containing polychlorinated biphenyls (aPCBs) have been located on the Property at any time; and (iv) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing facilities on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials Property which are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or subject to reporting under any facility owned, operated, leased State laws or controlled by the Company (except as may be allowed by permit) and, to the knowledge Section 312 of the CompanyFederal Emergency Planning and Community Right to Know Act of 1986 (42 U.S.C. Section 11022), none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyand federal regulations promulgated thereunder.

Environmental. (a) Except as would notto the extent that any of the following, individually or in the aggregate, reasonably be expected to have would not result in a Material Adverse Effect, Effect on the Company (i) the Company is in compliance and its subsidiaries comply and have complied with and not subject to any known liability under all applicable Environmental Laws (as defined below), (ii) no Hazardous Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the properties currently owned, leased, operated or otherwise used by the Company has made all filings and provided all notices required under all applicable Environmental Lawsor its subsidiaries (including soils, and hasgroundwater, and is in compliance withsurface water, all permits required under any applicable Environmental Laws, each of which is in full force and effectbuildings or other structures), (iii) no Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the properties formerly owned, leased, operated or otherwise used by the Company or its subsidiaries during the period of ownership, lease, operation or use by Company or its subsidiaries, (aiv) there are no pending Proceedings with respect neither the Company nor any subsidiary is subject to any Environmental Laws affecting the Companyliability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (bv) neither the Company nor any subsidiary has not received any written notice, demand, letter, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against alleging that the Company or any subsidiary is or may be in violation of or liable under any Environmental Law, (ivvi) no Lien or restriction has been recorded under neither the Company nor any Environmental Law with respect subsidiary is subject to any assetsorder, facility decree, injunction or property other written directive of any Governmental Authority or is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vii) there are no circumstances or conditions involving the Company and its subsidiaries, any assets (including real property) or businesses previously owned, operatedleased, leased operated or controlled otherwise used by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)or its subsidiaries, or any comparable state lawof the assets (including real property) or businesses of any predecessors of Company or its subsidiaries that could reasonably be expected to result in any damages or liabilities to the Company or any subsidiary arising under or pursuant to Environmental Law or in any restriction on the ownership, (vi) no property use or facility transfer of any of the assets of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, subsidiary arising under or pursuant to any Environmental Law. (b) As used herein, the term "Environmental Law" means any international, national, provincial, regional, federal, state, municipal or local law, regulation, order, judgement, decree, permit, authorization, common or decisional law (including, without limitation, principles of negligence and strict liability) or agency requirement relating to the protection, investigation or restoration of the environment (including, without limitation, natural resources) or the health or safety of human or other living organisms, including, without limitation, the manufacture, introduction into commerce, export, import, handling, use, presence, disposal, release or threatened release of any Hazardous Substance or noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property. (c) As used herein, the term "Hazardous Substance" means any element, compound, substance or other material (including any pollutant, contaminant, hazardous waste, hazardous substance, chemical substance, or product) that is listed in the Comprehensive Environmental Responselisted, Compensation, Liability Information System List promulgated classified or regulated pursuant to CERCLAany Environmental Law, including, without limitation, any petroleum product, by-product or on any comparable list maintained by any state additive, asbestos, presumed asbestos-containing material, asbestos-containing material, medical waste, chlorofluorocarbon, hydrochlorofluorocarbon, lead-containing paint or local governmental authorityplumbing, (vii) no Hazardous Materials are being released (as defined below) atpolychlorinated biphenyls, on radioactive material or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyradon.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, set forth on Schedule 4.17: (ia) the The Company is and has been, and prior to the Closing, each owner of any of the Gathering Assets has been, and the ownership, use and operation of the Gathering Assets are and have been, in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, has obtained and is in compliance with, all permits with any Permits required under any applicable Environmental Laws, each all of which is Permits are in full force and effecteffect with all Permit renewal applications, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Companyif any, having been timely filed; (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge None of the Company, there is no Proceeding, Seller or any Seller Affiliate has received any written or other formal (whether written or otherwise) notice or demand letter from any Governmental Entity or request for information threatened against Third Party, indicating that the Company or any of the Gathering Assets is in violation of, or liable under, any Environmental Law, which violation or liability has not heretofore been resolved with such Governmental Entity or Third Party; (c) There are no conditions existing on any of the Gathering Assets or on currently or formerly owned, operated or leased properties, assets, and businesses of the Company (including soils, groundwater, surface water, buildings or other structures) that would reasonably be expected to give rise to any claim, proceeding, action, or liability under any Environmental Law; (d) No such properties, (iv) no Lien assets, or restriction has been recorded under businesses of the Company are contaminated with Hazardous Materials in violation of, or in a manner that would reasonably be expected to give rise to any obligation under, any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, Law; and (ve) the The Company has not received notice that it assumed contractually the liability of any other person under any applicable Environmental Law. (f) Seller has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, delivered to Buyer prior to the knowledge date hereof true and complete copies of the Companyall internal and external environmental audits, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanupstudies, (b) is listed reports and correspondence relating to environmental matters in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant each case relevant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released atthe Gathering Assets (collectively, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge “Environmental Reports”). Each of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Reports is listed on Schedule 4.17.

Environmental. Except as would notset forth on Schedule 4.14: (a) There are no underground tanks and related pipes, individually pumps and other facilities regardless of their use or purpose whether active or abandoned at the Real Property. (b) The Company does not sell and have not sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way. (c) The Company presently is and has been in material compliance with all Environmental Laws applicable to the aggregateReal Property or formerly owned, leased or operated locations or the Company’s business, and there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or that could reasonably be expected to have a Material Adverse Effect, be the basis for any liability of any kind pursuant to any Environmental Law. (i) The Company has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon the Company is Real Property or formerly owned, leased or operated locations, except in material compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws; (ii) there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of the Real Property that requires or may be reasonably expected to require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law; and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of locations formerly owned, leased or operated by the Company that requires or may be reasonably expected to require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company pursuant to any Environmental Law. (ae) there are no pending Proceedings The Company has not (i) entered into or been subject to any consent decree, compliance order or administrative order with respect to the Real Property or formerly owned, leased or operated locations or any facilities or operations thereon; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim Condition; or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect subject to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Majority Shareholders, threatened with any governmental or citizen enforcement action with respect to any Environmental Law. (f) (i) There currently are effective all Permits required under any Environmental Law which are necessary for the Company’s activities and operations at the Real Property; for any past or ongoing alterations or improvements at the Real Property; and (ii) any applications for renewal of such Permits have been submitted on a timely basis. (g) The Company has made available to the Purchaser and the Sub copies of all documents, proposed for listing on the National Priorities List under CERCLA records and information in its possession or control concerning Environmental Conditions, including, without limitation, previously conducted environmental audits and documents regarding any state list disposal of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on upon or under any facility from the Real Property or formerly owned, operated, leased or controlled by the Company or have been Released atoperated locations, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyspill control plans and environmental agency reports and correspondence.

Environmental. Except as has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, : (ia) the The Company is and its subsidiaries are in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, which compliance includes the possession and hasmaintenance of, and is in compliance with, all permits Company Permits required under any applicable Environmental LawsLaws for the operation of the business of the Company and its subsidiaries as presently conducted; (b) As of the date of this Agreement, each none of which the Company or any of its subsidiaries has received any written communication alleging that the Company is in full force and effectviolation of, or has any liability under, any Environmental Law; (iiic) (a) there are no pending Proceedings None of the Company or any of its subsidiaries has transported, produced, processed, manufactured, generated, used, treated, handled, stored, released or disposed of any Hazardous Substances, except in compliance with respect applicable Environmental Law in a manner that would not reasonably be expected to require any cleanups or other remediation activities pursuant to any Environmental Laws affecting the Company, Law; (bd) None of the Company or any of its subsidiaries has not received any demand, claim written communication alleging that the Company or notice any of its subsidiaries has exposed any employee or any third-party to Hazardous Substances in violation of any Environmental Laws and (c) Law that remains unresolved or, to the knowledge Company’s knowledge, in a manner that caused or allegedly caused personal injury; (e) As of the Companydate of this Agreement, there is no Proceeding, notice or demand letter or request for information threatened against none of the Company or any of its subsidiaries is a party to or is the subject of any pending claim, action, Order, proceeding or, to the Company’s knowledge, any pending investigation, or, to the Company’s knowledge, any threatened claim, action, Order, proceeding or investigation before any arbitrator or Governmental Authority alleging any liability under or noncompliance with any Environmental Law or seeking to impose any financial responsibility for any investigation, cleanup, removal, containment or any other remediation or compliance under any Environmental Law; (f) No cleanups or other remediation activities are being conducted, (iv) no Lien or restriction has been recorded under any Environmental Law with respect are being proposed to any assetsbe conducted, facility or property owned, operated, leased or controlled either by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no of its subsidiaries or at any property or facility of the Company (a) is listed currently or, to the knowledge of the Company’s knowledge, proposed for listing on the National Priorities List under CERCLA formerly owned or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released atany of its subsidiaries for the purpose of treating, on abating, removing, containing or under any facility owned, operated, leased or controlled by otherwise addressing Hazardous Substances; and (g) The representations and warranties in this Section 4.24 are the sole and exclusive representations and warranties of the Company (except as may be allowed by permit) andwith respect to environmental matters, including matters relating to the knowledge of the Company, none of the facilities owned, operated, leased Environmental Law or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertySubstances.

Environmental. Except (a) The Company has no liability under, has never violated, and is presently in compliance in all material respects with all environmental, health or safety-related laws, regulations, ordinances or by-laws at the federal, state and local level (the "Environmental Laws") applicable to the Company Premises and any facilities and operations thereon, except as would notlisted in the Company Disclosure Schedule. (b) There exist no conditions with respect to the environment on the Company Premises, that could or do result in any damage, loss, cost, expense, claim, demand, order or liability to or against the Company by any third party including, without limitation, any condition resulting from the operation of the business of the Company, except as set forth in the Company Disclosure Schedule or except for such conditions which, individually or in the aggregate, reasonably be expected do not cause the Company to have a Material Adverse Effectfail to comply in all material respects with applicable Environmental Laws and contractual obligations. (c) The Company has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced, or processed any pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, or oil as defined in or pursuant to any Environmental Laws ("Hazardous Material") or any solid waste at the Company Premises, or at any other location, except in compliance with all applicable Environmental Laws and except as listed in the Company Disclosure Schedule. (d) The Company has no knowledge of the releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping of any Hazardous Materials into the soil, surface waters, ground waters, land, stream sediments, surface or subsurface strata, ambient air, sewer system, or any environmental medium with respect to the Company Premises ("Environmental Condition"), except as listed in the Company Disclosure Schedule. (e) No lien has been imposed on the Company Premises by any governmental entity at the federal, state, or local level in connection with the presence on or off the Company Premises of any Hazardous Material, except as listed in the Company Disclosure Schedule. (f) The Company has not (i) the Company is in compliance with and not entered into or been subject to any known liability under applicable Environmental Laws (as defined below)consent decree, compliance order, or administrative order with respect to the Company Premises or any facilities or operations thereon; (ii) received notice under the citizen suit provision of any of the Environmental Laws in connection with the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under Premises or any applicable Environmental Laws, each of which is in full force and effect, facilities or operations thereon; (iii) (a) there are no pending Proceedings received any request for information, notice, demand letter, administrative inquiry, or formal or informal complaint or claim with respect to any Environmental Laws affecting Condition relating to the CompanyCompany Premises or any facilities or operations thereon; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to the Company Premises or any facilities or operations thereon, (b) except as set forth in the Company Disclosure Schedule; and the Company has not received no knowledge that any demandof the above will be forthcoming. (g) The Company has all permits necessary pursuant to Environmental Laws for the conduct of the Company's activities and operations at the Company Premises and for any past or ongoing alterations or improvements by the Company at the Company Premises, claim which permits are listed in the Company Disclosure Schedule. (h) None of the following exists at the Company Premises in amounts or notice conditions which, individually or in the aggregate, cause the Company to fail to comply in all material respects with applicable Environmental Laws: (1) underground storage tanks, (2) asbestos-containing materials in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, (4) lead paint, pipes or solder, or (5) landfills, surface impoundments or disposal areas, except as listed in the Company Disclosure Schedule. (i) The Company has provided to OS copies of violation all documents, records and information in its possession or control or available to the Company concerning Environmental Conditions relevant to the Company Premises or any facilities or operations thereon, whether generated by Company or others, including, without limitation, environmental audits, environmental risk assessments, or site assessments of any the Company Premises, documentation regarding off-site disposal of Hazardous Materials, spill control plans, and environmental agency reports and correspondence. (j) The Company has taken or caused to be taken all actions necessary to ensure that as of the consummation of the Offer the Company Premises, all activities and operations thereon, and all alterations and improvements thereto, comply in all material respects with all applicable Environmental Laws and (c) to the knowledge of the Companywith any and all agreements with governmental entities, there is no Proceedingcourt orders, notice or demand letter or request for information threatened against the Company under any and administrative orders regarding Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyConditions.

Environmental. Except as would not, individually or set forth in Section 4.1(u) of the aggregate, reasonably be expected to have a Material Adverse EffectDisclosure Schedule, (i) the businesses as presently or formerly engaged in by the Company is and its subsidiaries are and have been conducted in compliance in all material respects with and not subject to any known liability under all applicable Environmental Laws (as defined below), including having all permits, licenses and other approvals and authorizations, during the time the Company (or such subsidiary) engaged in such businesses, (ii) the properties presently or formerly owned or operated by the Company has made all filings or any subsidiary of the Company (including soil, groundwater or surface water on, under or adjacent to the properties, and provided all notices required buildings thereon) ("Company Properties") do not contain any Hazardous Substance (defined below) other than as permitted under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) neither the Company nor any subsidiary of the Company has received any notices, demand letters or requests for information from any federal, state, local or foreign governmental entity or any third party indicating that the Company or any subsidiary of the Company may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of the Company's or any of its subsidiaries' businesses, (aiv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under or any subsidiary of the Company with respect to the Company or any subsidiary of the Company or the Company Properties relating to any violation, or alleged violation, of any Environmental Law, (ivv) no Lien reports have been filed, or restriction has been recorded under are required to be filed, by the Company or any subsidiary of the Company concerning the release of any Hazardous Substance or the threatened or actual violation of any Environmental Law with respect to any assets, facility on or property owned, operated, leased or controlled by the Company, (v) the at Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state lawProperties, (vi) no property Hazardous Substance has been disposed of, transferred, released or facility of transported from any Company Property during the time such Company Property was owned or operated by the Company (a) is listed or, to the knowledge or any subsidiary of the Company, proposed for listing on the National Priorities List other than as permitted under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive applicable Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authorityLaw, (vii) there have been no Hazardous Materials environmental investigations, studies, audits, tests, reviews or other analyses conducted by or which are being released in the possession of the Company or any subsidiary of the Company relating to the Company or any subsidiary of the Company or the Company Properties which have not been delivered to Parent prior to the date hereof, (as defined belowviii) atthere are no underground storage tanks on, on in or under any facility ownedof the Company Properties and no underground storage tanks have been closed or removed from any Company Properties while such Company Property was in the ownership of the Company or any subsidiary of the Company, operated, leased (ix) there is no asbestos present in any Company Property presently owned or controlled operated by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge subsidiary of the Company, and no asbestos has been removed from any Company Property while such Company Property was owned or operated by the Company or any subsidiary of the Company, (x) none of the facilities owned, operated, leased or controlled Company Properties has been used at any time by the Company or any subsidiary of the Company as a sanitary landfill or hazardous waste disposal site, and (xi) neither the Company nor any subsidiary of the Company has incurred, and none of the Company Properties are adversely affected by presently subject to, any Release of Hazardous Materials originating liabilities (fixed or emanating from contingent) relating to any other propertysuit, settlement, court order, administrative order, judgment or claim asserted or arising under any Environmental Law.

Environmental. Except To the knowledge of Seller, without investigation or inquiry, and except as would notdisclosed in any environmental reports provided to Buyer, individually no “Hazardous Substances” (as defined below) have been disposed of, or identified on, under or at the Land in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under violation of applicable “Environmental Laws Laws” (as defined below). Seller has not received written notice from any governmental authorities, or any political or quasi-political, subdivision, agency, authority, department, court, commission, board, bureau or instrumentality of any of the foregoing asserting jurisdiction over any of the parties hereto or over the Land, that the Land is or may be in violation of any applicable federal, state or municipal law, ordinance or regulation regarding Hazardous Substances. To the knowledge of Seller, without investigation or inquiry, no Hazardous Substances were used in the construction of the Improvements, no Release of Hazardous Substances has occurred at, from, in, adjacent to, or on the Land, nor are there any Hazardous Substances in, on, about or migrating to the Land, and the Land is not affected in any way by any Hazardous Substances. To the knowledge of Seller, without investigation or inquiry, there are no incinerators, septic tanks, PCB-containing equipment, asbestos-containing material, formaldehyde insulators or cesspools on the Land, all waste is discharged from the Land into a public sanitary sewer system in accordance with applicable legal requirements, and no Hazardous Substances are discharged from the Land, directly or indirectly, into any body of water. (iii) As used herein, the Company has made all filings term “Hazardous Substances” shall mean: (a) those substances included within the definitions of any one or more of the terms “hazardous materials,” “hazardous wastes,” “hazardous substances,” “industrial wastes,” and provided all notices required “toxic pollutants,” as such terms are defined under all applicable the Environmental Laws, or any of them; (b) petroleum and haspetroleum products, including crude oil and is in compliance withany fractions thereof; (c) natural gas, all permits required under synthetic gas and any applicable Environmental Lawsmixtures thereof; (d) asbestos, each of which is in full force whether friable or non-friable; (e) polychlorinated biphenyl (“PCBs”) or PCB-containing materials or fluids; (f) radon; (g) any other hazardous or radioactive substance, material, pollutant, contaminant or waste; and effect, (iiih) (a) there are no pending Proceedings any other substance with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under which any Environmental Law with respect to any assetsor governmental authority requires environmental investigation, facility monitoring or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyremediation.

Environmental. (a) Except as would not, individually or disclosed in Section 4.21(a)(i) of the aggregate, reasonably be expected to have a Material Adverse EffectDisclosure Schedule, (i) neither the Company is in compliance with and not subject to nor any known liability under applicable Environmental Laws of its predecessors has used, distributed, stored, serviced, repaired, managed, maintained, disposed or otherwise handled any PCBs or PCB Items (as defined belowby 40 CFR 761.3), (ii) no Hazardous Substances are present at or have been Released or threatened to be Released from, onto or under any of the properties currently leased or owned by the Company has made all filings and provided all notices required under all applicable (including soils, groundwater, surface water, buildings or other structures), except in material compliance with Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect Hazardous Substances were present at or Released or threatened to be Released from, onto or under any Environmental Laws affecting of the Companyproperties currently owned, (b) formerly owned or leased by the Company has not received or any demandof its predecessors during the period of such ownership, claim lease, operation or notice of violation of any use, except in material compliance with Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental LawLaws, (iv) no Lien storage tanks (underground, above ground or restriction has been recorded under otherwise) are present at any Environmental Law with respect to any assetsof the properties currently owned or leased, facility operated or property owned, operated, leased or controlled otherwise used by the Company, (v) neither the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Responsenor any of its predecessors is subject to any liability or obligation in connection with Hazardous Substances present at any location owned, Compensation and Liability Act of 1980leased, as amended (“CERCLA”), operated or otherwise used by any comparable state lawthird party, (vi) no property or facility of the Company is not subject to any indemnity or other agreement with any Person relating to Hazardous Substances, (avii) is listed orthere are no circumstances or conditions involving the Company or businesses previously owned, leased, operated or otherwise used by the Company, or to the knowledge Knowledge of the Company, proposed for listing any of the Company Assets and the Owned Real Property or businesses of any predecessors of the Company that are likely to result in any Adverse Consequences to the Company arising under or pursuant to Environmental Law or in any restriction on the National Priorities List ownership, use or transfer of any of the Company Assets arising under CERCLA or pursuant to any state list Environmental Law, and (viii) Seller has provided to Purchaser (A) copies of hazardous substance sites requiring cleanup, (b) is listed all material reports in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, custody or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge control of the Company, none including “Phase I,” “Phase II,” “environmental assessment” and similar reports, relating to the environmental condition of the facilities owned, operated, leased Company or controlled by the compliance of the Company with Environmental Laws and (B) documentation, if applicable, showing the compliance of the Company with any financial responsibility requirements of any applicable Environmental Laws. Except as described in Section 4.21(a)(ii) of the Disclosure Schedule, to the Knowledge of the Company, the Company’s products and inventory, including purchased components, cables, are adversely affected by fully compliant with the Restriction of Hazardous Substances, European Commission Directive 2002/95/EC, including the effect of the Deca polybrominated diphenyl ethers prohibition becoming effective June 30, 2008, (“RoHS”) where required, and to the extent the Company is not compliant with any of the foregoing, the Company has recorded appropriate reserves for any inventory impaired as a result of such non-compliance. (b) As used herein, the term “Environmental Laws” shall mean all Laws relating to the environment, natural resources, safety or health of humans or other living organisms, including the manufacture, introduction into commerce, export, import, handling, use, presence, Release or threatened Release of any Hazardous Materials originating Substance or emanating from noise, odor, wetlands, pollution, contamination or any other injury or threat of injury to persons or property.

Environmental. Except (a) The business of the SBI Group, as would notcarried on by its members and their respective predecessors in title, individually or and their respective assets are in compliance in all material respects with all Environmental Laws and, to the knowledge of SBI and SunOpta, there are no facts that could give rise to a notice of non-compliance with any Environmental Law. (b) Each member of the SBI Group has obtained all of the environmental Permits that are required to carry on the business of the SBI Group as currently conducted in the aggregateordinary course or, reasonably as of the date hereof, as proposed to be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance withconducted, all permits required under any applicable Environmental Laws, each of which is such environmental Permits are in full force and effect, (iiiand Schedule 3.02(10)(b) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice contains a complete list of violation of any Environmental Laws and all such environmental Permits. (c) to the knowledge No member of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed orSBI Group nor, to the knowledge of SBI and SunOpta, any of their respective predecessors in title has used any of the Company, proposed for listing on facilities or Lands of the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLASBI Group, or on permitted them to be used, to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all material respects with all Environmental Laws. None of the Lands has been used for or been designated as a waste disposal site. (d) To the knowledge of SBI and SunOpta, there are no pending changes to Environmental Laws that would render illegal, or materially restrict, the operation of the business of the SBI Group as currently conducted or, as of the date hereof, as proposed to be conducted. (e) No member of the SBI Group has been convicted of an offence or been subjected to any comparable list maintained by judgment, injunction or other proceeding or been fined or otherwise sentenced for non-compliance with any state Environmental Laws, and it has not settled any prosecution or local governmental authorityother proceeding short of conviction in connection therewith. (f) No member of the SBI Group nor, (vii) no to the knowledge of SBI and SunOpta, any of their respective predecessors in title has caused or permitted the Release of any Hazardous Materials are being released (as defined below) Substance at, on or under the Lands, or the Release of any facility ownedHazardous Substance off-site of the Lands, operated, leased except in compliance in all material respects with Environmental Laws. (g) There are no conditions that directly or controlled by indirectly relate to environmental matters or to the Company condition of the soil or have been Released the groundwater that would adversely affect the SBI Group in a material manner (whether at, on or under below the Lands or any facility owned, operated, leased or controlled by adjoining properties). (h) No member of the Company (except as may be allowed by permit) andSBI Group nor, to the knowledge of the CompanySBI and SunOpta, none any of their respective predecessors in title has received written notice and no member of the facilities ownedSBI Group has knowledge of any facts that could give rise to any notice, operatedthat members of the SBI Group or their respective predecessors in title are potentially responsible for any remedial action under any Environmental Law. (i) SunOpta and SBI have provided the Purchaser with copies of all analyses and monitoring data for soil, leased groundwater and surface water and all reports pertaining to any environmental assessments or controlled audits relating to the SBI Group that were obtained by, or are in the possession or control of, the SBI Group and they are disclosed in Schedule 3.02(10)(i). (j) Each member of the SBI Group and to the knowledge of SBI and SunOpta, their respective predecessors in title have maintained all environmental and operating documents and records in the manner and for the time periods required by Environmental Laws and, except as disclosed in Schedule 3.02(10)(j), have never conducted an environmental audit of the Company are adversely affected Lands. For the purposes of this provision, an environmental audit includes any evaluation, assessment or study performed at the request of or on behalf of a Governmental Authority. (k) No member of the SBI Group nor, to the knowledge of SBI and SunOpta, any of their respective predecessors in title have breached any obligation to report to any person imposed by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Law.

Environmental. Except as to matters that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) Change: (a) no written notice, claim, demand, request for information, order, complaint or penalty has been received by the Company, and there are no Legal Proceedings pending Proceedings with respect or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws affecting environmental laws, in each case relating to the Company, (b) the Company has not received any demand(including timely application for renewal of the same), claim or notice and maintained in full force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable environmental laws and is, and since January 1, 2017, has been, in compliance with the terms of violation of any Environmental Laws such permits, licenses and other approvals and with all applicable environmental laws, (c) to the knowledge Knowledge of the Company, there no hazardous material is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) located at, on or under any facility property currently or formerly owned, operatedoperated or leased by Parent or any of the Subsidiaries that would reasonably be expected to give rise to any cost, leased liability or controlled by obligation of any of the Company Parent or have been Released at, on or any of its Subsidiaries under any environmental laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no hazardous material has been released, generated, owned, operatedtreated, leased stored or controlled handled by Parent or any of its Subsidiaries, and no hazardous material has been transported to or released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of Parent or any of the Company Subsidiaries under any environmental laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, and (except as may be allowed by permite) andthere are no agreements in which Parent or any of the Subsidiaries has expressly assumed responsibility for any known obligation of any other Person arising under or relating to environmental laws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, which has not been made available to the knowledge Backstop Parties prior to the Execution Date. Notwithstanding the generality of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyrepresentations and warranties in this Agreement, the representations and warranties in this Section 3.15 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or safety matters, including any arising under or relating to environmental laws or hazardous materials.

Environmental. Except as would not, individually or set forth in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) Schedule 4.15: (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company Seller has not received entered into any demandagreements, claim consents, orders, decrees or notice judgments of violation any Governmental Authority, that are in existence as of the Execution Date, that are based on any Environmental Laws and that relate to the current or future use of any of the Assets; (b) As of the Execution Date, Seller has not received written notice from any Person of any release or disposal of any Hazardous Substance concerning any land, facility, asset or property included in the Assets that would reasonably be expected to: (i) materially interfere with or prevent compliance by Seller with any Environmental Law or the terms of any license or Permit issued pursuant thereto; or (ii) give rise to or result in any material common Law or other liability of Seller to any Person; (c) There are no actions, suits or proceedings pending, or to Seller’s knowledge, threatened in writing, before any Governmental Authority against Seller with respect to the knowledge Assets alleging material violations of Environmental Laws that remain unresolved; (d) With respect to the CompanyAssets operated by Seller or its Affiliates (and in all other cases, there is to Seller’s knowledge), Seller has received no Proceeding, written notice from any Governmental Authority of any material violation or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under material non-compliance with any Environmental Law or of material non-compliance with the terms or conditions of any Permits required under Environmental Laws, arising from, based upon, associated with or related to the Assets or Seller’s ownership or operation of any thereof, in each case to the extent unresolved; (e) Copies of all final written reports of environmental site assessments and/or compliance audits by a Third Party on behalf of Seller or any of its Affiliates or that are otherwise in Seller’s or any of its Affiliates’ possession or control, in each case, that have been prepared in the eighteen (18) months prior to the Execution Date have been, in each case, provided or made available to Purchaser prior to the Execution Date; and (f) Without limitation of Section 3.4, this Section 4.15 constitutes Seller’s sole representation and/or warranty regarding the environmental condition of the Assets (or the Assets compliance with Environmental Law) or the Seller’s compliance with, or violation of, Environmental Laws regarding the Assets or the Seller’s business with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyAsset.

Environmental. Except as to the extent that any violations or other matters referred to in this subparagraph do not, and would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Baytex Group (taken as a whole) (and in the case of properties for which Baytex is not the operator, to Baytex's knowledge): (i) to the Company best of its knowledge, Baytex is not in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under violation of any applicable Environmental Laws; (ii) to the best of its knowledge, each Baytex has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws; (iii) to the best of its knowledge, there have been no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems by Baytex, or on or underneath any location which is or was currently or formerly owned, leased or otherwise operated by Baytex, that have not been fully remediated; (iv) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of Baytex of which Baytex has notice; (v) Baytex has not failed to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vi) Baytex holds all Governmental Authorizations required in connection with the operation of its business and the ownership and use of such assets, all Governmental Authorizations are in full force and effect, and Baytex has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws or Governmental Authorizations, or that any Governmental Authorization referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and (iii) (avii) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of Baytex, threatened claims, liens or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the Company, proposed for listing on the National Priorities List under CERCLA properties of Baytex currently or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility formerly owned, operatedleased, leased operated or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyotherwise used.

Environmental. (a) Except as would notdisclosed on Schedule 4.18(a), individually or the Business is, and for the past three (3) years has been, conducted in the aggregate, reasonably be expected to have a Material Adverse Effectcompliance in all material respects with all applicable Environmental Laws. Except as disclosed on Schedule 4.18(a), (i) the Company Group Members hold all material Permits issued under Environmental Laws that are necessary or required for the conduct of the Business, and (ii) each of the Company Group Members is, and for the past three (3) years has been, in material compliance with such Permits issued under Environmental Laws, and no Proceeding is pending or, to the Knowledge of Seller, threatened in writing with respect to any alleged failure by any Company Group Member to have any such Permit or not to be in compliance in all material respects therewith. (b) Except as disclosed on Schedule 4.18(b), (i) there are no Proceedings pending or, to the Knowledge of Seller, threatened in writing against any Company Group Member, alleging material noncompliance with or material liability under any Environmental Law, and (ii) no Company Group Member has received any written notice or demand letter from any Governmental Entity or Third Party, indicating that such Company Group Member is in compliance with and not violation in any material respect of, or subject to any known material liability under, any Environmental Law, which violation or liability has not heretofore been resolved with such Governmental Entity or Third Party. (c) Except as disclosed on Schedule 4.18(c), (i) there has been no Release of any Hazardous Material by any Company Group Member or, to the Knowledge of Seller, by any other Person, that would reasonably be expected to give rise to any Company Group Member incurring any material remedial obligation or any material liability under any applicable Environmental Laws (as defined below)Law, (ii) the Company Group Members do not own, lease or operate a site that (A) pursuant to CERCLA or any similar state or foreign Law, has made all filings and provided all notices required under all applicable Environmental Lawsbeen placed or is proposed to be placed by any Governmental Entity on the “National Priorities List” or similar state or foreign list, and hasas in effect as of the Effective Date, and or (B) is in compliance with, all permits required under involved with any applicable Environmental Laws, each of which is in full force and effectvoluntary cleanup program sponsored by a Governmental Entity, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it Group Member has been identified by any Governmental Entity as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), CERCLA or any comparable similar state lawor foreign Law with respect to any site, (vi) and no property Hazardous Materials generated, transported or facility disposed of by or on behalf of the Company Group Members have been found at any site where a Person has made written demand on any Company Group Member to conduct or pay for a remedial investigation, removal or other response action pursuant to any applicable Environmental Law. (ad) is listed or, Notwithstanding anything in this Agreement to the knowledge contrary, the representations and warranties set forth in this Section 4.18 are the sole and exclusive representations and warranties of the CompanySeller regarding Environmental Laws, proposed for listing on the National Priorities List Permits issued under CERCLA or any state list of hazardous substance sites requiring cleanupEnvironmental Laws, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyMaterials.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ia) the Company Borrower is currently in compliance with and not subject to any known liability under applicable all Environmental Laws (as defined below)) which compliance includes, (ii) but is not limited to, the Company has made possession by Borrower of all filings permits and provided all notices other governmental authorization required under all applicable Environmental Laws, and hascompliance in all material respects with the terms and conditions thereof, and is except in any case where the failure to be in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, would not have a Material Adverse Effect. (b) the Company Except as set forth on SCHEDULE 4.29, Borrower has not received any demandstored, claim disposed of or notice of violation arranged for disposal of any Materials of Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released Concern (as defined below) on any of the real property, except in compliance with applicable Environmental Laws. (c) Borrower has not received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Borrower is not in full compliance with Environmental Laws, and there are no circumstances that may prevent or interfere with such full compliance in the future. There is no Environmental Claim (as defined below) pending or, to Borrower's best knowledge, threatened against, or which has been made known to, Borrower. (d) Except as set forth on SCHEDULE 4.29, during the period the facilities have been held by Borrower, its affiliates or, to Borrower's best knowledge, its predecessors in interest, there have been no actions, activities, circumstances, conditions, events or incidents including, without limitation, the generation, handling, transportation, treatment, storage, release, emission, discharge, presence or disposal of any Hazardous Substance (as defined below), that could form the basis of any Environmental Claim against Borrower under any Environmental Law in effect at, on or under at any facility ownedtime prior to, operated, leased or controlled by the Company or have been Released at, on or under Agreement Date. (e) Without in any facility owned, operated, leased or controlled by way limiting the Company (except as may be allowed by permit) and, generality of the foregoing to the best knowledge of Borrower, (i) there are no underground storage tanks located on the Companyproperty owned or leased by Borrower, none (ii) there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by Borrower, and (iii) no polychlorinated biphenyls ("PCBs") are used or stored at any property owned or leased by Borrower. The following terms shall have the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.following meanings:

Environmental. Except as would notfor matters that are described in Section 3.11 of the Seller Disclosure Schedule, individually or to the Knowledge of Seller: (a) For the preceding three (3) years, Seller, CITERCO, the Transferred Assets, the CITERCO Agreements and the Business have been in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in material compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws; (b) all Environmental Permits required to be obtained or filed by or complied with by Seller under any applicable Environmental Law currently in effect in connection with the Business as currently conducted, including those relating to Hazardous Materials, have been duly obtained or filed for, and has, and Seller is in material compliance withwith the terms and conditions of all such Environmental Permits; and (c) none of the Real Property is the subject of (i) any outstanding order or judgment or arbitration award from any Governmental Authority under any applicable Environmental Laws requiring remediation or similar actions, all permits required the payment of a fine or penalty, or the performance of any Corrective Action or environmental project, or (ii) any investigation or other Litigation that might result in any of the foregoing, except for the requirements of ISRA at the Paulsboro Refinery; (d) for the preceding three (3) years, there has been no reportable Release of Hazardous Materials or disposal of any Hazardous Materials by Seller at, on, or underlying any of the Real Property that is subject to any remedial obligations under any applicable Environmental Laws, each of which is in full force and effect, ; (iiie) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed pending or, to the knowledge Knowledge of Seller, threatened Litigation against Seller under any applicable Environmental Law relating to the Business or any of the Company, proposed for listing on Real Property; (f) Seller has provided Buyer access to or copies of all soil and groundwater investigation reports that are in Seller’s or CITERCO’s custody or control that were prepared during the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, three (b3) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, years prior to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertydate hereof.

Environmental. (a) Except as would not, individually disclosed in Section 2.17(a) of the Company Disclosure Letter or in the aggregate, reasonably be expected to have a Material Adverse Effect, Environmental Reports (as hereinafter defined): (i) the Company is and its subsidiaries are in compliance with in all material respects with, and not subject have no material liabilities arising under, applicable Laws and common law pertaining to any known liability under applicable Environmental Laws the use, management, recycling, remediation or disposal of Hazardous Substances (as defined below), or to the protection of human health or the environment (“Environmental Laws”); (ii) neither the Company has made all filings and provided all notices required under all applicable Environmental Lawsnor its subsidiaries have received written, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedingoral, notice from any Governmental Authority or demand letter other third party of any alleged material violation of or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded material liability under any Environmental Law with respect to that remains unresolved, including, without limitation, any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received written notice that it has been identified as any of them or any of their predecessors is or may be a potentially responsible party under in respect of, or may otherwise bear any material liability for, any actual or threatened Release (as defined below) of Hazardous Substance at any site or facility that is, has been or could reasonably be expected to be listed on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), Information System or any comparable state lawsimilar or analogous federal, state, provincial, territorial, municipal, county, local or other domestic or foreign list, schedule, inventory or database of Hazardous Substance sites or facilities; (viiii) there is no property litigation or facility of the Company (a) is listed other proceeding pending, or, to the knowledge of the Company, proposed for listing on threatened against the National Priorities List under CERCLA Company or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or its subsidiaries under any facility owned, operated, leased Environmental Law; (iv) none of the properties presently or controlled formerly owned or operated by the Company or have been Released atany of its subsidiaries (including, on without limitation, structures, surface water, sediments, ground water, soils and other subsurface strata) are materially contaminated with petroleum or under any facility owned, operated, leased other chemicals at concentrations above normal background conditions (“Environmental Contamination”); (v) chemicals and wastes disposed or controlled otherwise released by the Company (except as may be allowed by permit) and, to the knowledge operations of the Company, none of the facilities owned, operated, leased Company or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.of

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) To the Company's knowledge, the businesses as presently or formerly engaged in by the Company is and its Subsidiary are and have been conducted in compliance in all material respects with and not subject to any known liability under all applicable Environmental Laws (as defined below), including, without limitation, having all required material permits, licenses and other approvals and authorizations, during the time the Company or its Subsidiary engaged in such businesses, (ii) to the Company's knowledge, the properties presently or formerly owned or operated by the Company has made all filings and provided all notices required its Subsidiary (including, without limitation, soil, groundwater or surface water on, under all or adjacent to the properties, and buildings thereon) (the "Properties") do not contain any Hazardous Substance other than as permitted under applicable Environmental LawsLaw (provided, and hashowever, and that with respect to Properties formerly owned or operated by the Company or its Subsidiary, such representation is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effectlimited to the period the Company or its Subsidiary owned or operated such Properties), (iii) neither the Company nor its Subsidiary has received any notices, demand letters or request for information from any Federal, state, local or foreign governmental entity or any third party indicating that the Company or its Subsidiary may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of the Company's or its Subsidiary's businesses, (aiv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending Proceedings with respect or, to any Environmental Laws affecting the Company's knowledge, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under or its Subsidiary with respect to the Company, its Subsidiary or the Properties relating to any violation, or alleged violation, of any Environmental Law, (ivv) no Lien reports have been filed, or restriction has been recorded under are required to be filed, by the Company or its Subsidiary concerning the release of any Hazardous Substance or the threatened or actual violation of any Environmental Law with respect to any assets, facility on or property owned, operated, leased or controlled by at the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state lawProperties, (vi) no property Hazardous Substance has been disposed of, transferred, released or facility transported from any of the Properties during the time such Property was owned or operated by the Company (a) is listed oror its Subsidiary, other than as permitted under applicable Environmental Law or other than as would not be material to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authorityCompany and its Subsidiary taken as a whole, (vii) there have been no Hazardous Materials environmental investigations, studies, audits, tests, reviews or other analyses conducted by or which are being released in the possession of the Company or its Subsidiary relating to the Company, its Subsidiary or the Properties which have not been delivered to Parent prior to the date hereof, (as defined belowviii) atthere are no underground storage tanks on, on in or under any facility ownedof the Properties and no underground storage tanks have been closed or removed from any Properties which are or have been in the ownership of the Company or its Subsidiary (provided, operatedhowever, leased that with respect to Properties formerly owned or controlled operated by the Company or have been Released atits Subsidiary, on the representations in this subsection (viii) are limited to the period the Company or under its Subsidiary owned or operated such Properties), (ix) to the Company's knowledge, there is no asbestos present in any facility owned, operated, leased Property presently owned or controlled operated by the Company or its Subsidiary, and no asbestos has been removed from any Property while such Property was owned or operated by the Company or its Subsidiary, (except as may be allowed by permitx) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled Properties has been used at any time by the Company or its Subsidiary as a sanitary landfill or hazardous waste disposal site and (xi) neither the Company nor its Subsidiary has incurred, and none of the Properties (provided, however, that with respect to Properties formerly owned or operated by the Company or its Subsidiary, such representation is limited to the period the Company or its Subsidiary owned or operated such Properties) are adversely affected by presently subject to, any Release of Hazardous Materials originating material liabilities (fixed or emanating from contingent) relating to any other propertysuit, settlement, court order, administrative order, judgment or claim asserted or arising under any Environmental Law.

Environmental. Except as to the extent that any violations or other matters referred to in this subparagraph does not, and would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Raging River (and in the case of properties for which Raging River is not the operator, to Raging River's knowledge): (i) to the Company best of its knowledge, Raging River is not in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under violation of any applicable Environmental Laws; (ii) to the best of its knowledge, each Raging River has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws; (iii) to the best of its knowledge, there have been no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems by Raging River, or on or underneath any location which is or was currently or formerly owned, leased or otherwise operated by Raging River, that have not been fully remediated; (iv) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of Raging River of which Raging River has notice; (v) Raging River has not failed to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vi) Raging River holds all Governmental Authorizations required in connection with the operation of its business and the ownership and use of such assets, all Governmental Authorizations are in full force and effect, and Raging River has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws or Governmental Authorizations, or that any Governmental Authorization referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and (iii) (avii) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of Raging River, threatened claims, liens or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the Company, proposed for listing on the National Priorities List under CERCLA properties of Raging River currently or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility formerly owned, operatedleased, leased operated or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyotherwise used.

Environmental. Except as would to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect on the Company: (ia) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings Subsidiaries are and provided all notices required under all applicable Environmental Laws, and has, and is have been in compliance with, all permits required under and are not in violation of, any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, ; (b) the Company has not received and the Company Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws; (c) there have been no Releases of Hazardous Substances into or in the earth, air or any demandbody of water, claim whether surface or notice otherwise, or any municipal or other sewer or drain or drinking or water systems, by the Company or any of violation the Company Subsidiaries or at, to or from the Company’s or any of the Company Subsidiaries’ assets or operations; (d) no notifications, directives, demands, Claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws relating to the business or assets of the Company or any of the Company Subsidiaries; (e) neither the Company nor any of the Company Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (f) the Company and the Company Subsidiaries have made available to Triple Flag all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and (cg) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against neither the Company nor any Company Subsidiary is subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyLaws.

Environmental. (a) Except as would notdescribed in Schedule 22, individually or the Vendor, in respect of the aggregatePurchased Business and the Purchased Assets, reasonably be expected to have a Material Adverse Effect, (i) the Company has been and is in compliance with all Laws, directives and not subject decisions rendered by any ministry, department or administrative or regulatory agency ("Environmental Laws") relating to the protection of the environment, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any known liability pollutants, contaminants, chemicals or industrial toxic or hazardous wastes or substances ("Hazardous Substances"); (b) The Vendor has obtained all licences, permits, approvals, consents, certificates, registrations and other authorizations under applicable Environmental Laws (as defined below)the "Environmental Permits") required for the operation of the Purchased Business. Each Environmental Permit is valid, subsisting and in good standing, and the Vendor is not in default or breach of any Environmental Permit and no proceeding is pending or threatened to revoke or limit any Environmental Permit; (iic) The Vendor, in connection with the Company Purchased Business, has made not used or permitted to be used, except in compliance with all filings and provided all notices required under all applicable Environmental Laws, and hasany of its property (including the Leased Stores); (d) To the Knowledge of the Vendor, and no Leased Store is in or ever has been insulated with urea formaldehyde insulation, nor do such buildings or structures contain any aluminium wiring or friable asbestos or any other substance containing asbestos; (e) The Vendor has never received any notice of, or been prosecuted for an offence alleging, non-compliance with, all permits required under with any applicable Environmental Laws, each nor has the Vendor settled any allegation of which is non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to the Purchased Business or the Purchased Assets, nor has the Vendor received notice of any of the same; (f) Except as disclosed in full force and effectSchedule 22, (iii) (a) to the Knowledge of the Vendor, there are no pending Proceedings or proposed changes to Environmental Laws which would render illegal or restrict the manufacture or sale of any product manufactured or sold or any service provided by the Vendor in connection with the Purchased Business; (g) The Vendor has not caused or permitted the release, in any manner whatsoever, of any Hazardous Substance on or from any of its properties or assets (including the Leased Stores) utilized in the Purchased Business, or any such release on or from a facility which it previously owned or leased, or any such release on or from a facility owned or operated by third parties but with respect to any which the Vendor in connection with the Purchased Business is or may reasonably be alleged to have liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Vendor in connection with the Purchased Business or resulting from the Purchased Business have been disposed of, treated and stored in compliance with all Environmental Laws affecting Laws. Schedule 22 identifies all of the Company, locations where Hazardous Substances used in whole or in part by the Vendor in connection with the Purchased Business have been or are being stored or disposed of; (bh) the Company The Vendor has not received any demandnotice that it is potentially responsible for a federal, claim provincial, municipal or notice of violation of local clean-up site or corrective action under any Environmental Laws and (c) to in connection with the knowledge of Purchased Business. The Vendor, in connection with the CompanyPurchased Business, there is no Proceeding, notice or demand letter or has not received any request for information threatened against in connection with any federal, provincial, municipal or local inquiries as to disposal sites; and (i) To the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility Knowledge of the Company (a) is listed orVendor, there are no environmental audits, evaluations, assessments, studies or tests relating to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA Purchased Business or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyPurchased Assets.

Environmental. Except as would In respect of the properties which Trican or any of its Subsidiaries operates and, to the knowledge of Trican in respect of properties for which Trican or any of its Subsidiaries is not the operator, except to the extent that any violation or other matter referred to in this paragraph (aa) does not, individually or in the aggregate, and would not reasonably be expected to to, have a Material Adverse Effect, Effect on Trican and its Subsidiaries: (i) the Company is are not in violation of any Environmental Laws; (ii) have operated their businesses at all times and have received, handled, used, stored, transported, shipped and disposed of all contaminants in compliance with Environmental Laws; (iii) have had no Releases of Hazardous Substances into the earth, air or into any body of water, including groundwater, or any municipal or other sewer or drain water systems that have neither been fully and not subject completely delineated nor re-mediated to levels in compliance with Environmental Laws; (iv) have had no orders, directions or notices issued that remain outstanding against any of them pursuant to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and of which they have received a written notice; (v) have not failed to report to the proper Governmental Entity the occurrence of any event which is in compliance with, required to be so reported by any Environmental Laws; (vi) hold all permits Permits required under any applicable Environmental LawsLaws in connection with the operation of their businesses and the ownership and use of its assets, each of which is all such Permits are in full force and effect. Except for notifications and conditions of general application to assets of reclamation obligations under legislation in each jurisdiction in which they conduct their businesses, (iii) (a) there are no pending Proceedings with respect have not received any notification pursuant to any Environmental Laws affecting the Companythat any work, (b) the Company has not received repairs, constructions or capital expenditures are required to be made by any demand, claim or notice of violation them as a condition of continued compliance with any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)Laws, or any comparable state lawPermits issued pursuant thereto, or that any Permits referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vivii) have no property or facility of the Company (a) is listed pending or, to the knowledge of any of them, threatened claims, liens or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws or violation or potential violation of Environmental Laws with respect to any of the Companyproperties currently or formerly owned, proposed for listing on the National Priorities List under CERCLA leased, operated or otherwise used; and (viii) have not assumed or retained by Contract or operation of Law any state list losses, expenses, claims, damages or liabilities of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated any third-party pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.applicable Environmental Laws

Environmental. Except as would notset forth in Schedule 5.18 or with respect to matters that have been fully resolved: (a) The Company and the Subsidiaries are in compliance in all material respects with all Environmental Laws applicable to the Business or respective use of the Real Property or any formerly owned, individually leased or operated property in the aggregatepossession of the Company or a Subsidiary; (b) To the Company’s Knowledge, reasonably be expected to have a there has been no Release of any Hazardous Material Adverse Effectby the Company or the Subsidiaries at or under the Real Property or any other real property currently or formerly owned, operated or leased by the Company or the Subsidiaries; (c) None of the Company or any of the Subsidiaries has (i) received written notice under the Company is in compliance with and not subject to citizen suit provisions of any known liability under applicable Environmental Laws (as defined below)Law, (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any written notice of any allegation, demand, complaint or claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company Liability under any Environmental Law, (iii) been subject to or, to the Company’s Knowledge, threatened with any governmental enforcement action or Order with respect to any Environmental Law, or (iv) no Lien suffered or restriction has been recorded incurred any Loss pursuant to any violation under any Environmental Law, and, to the Company’s Knowledge, will not after Closing suffer or incur any Loss pursuant to any violation under any Environmental Law, as a result of the action or inaction of any Person; (d) The Company and the Subsidiaries have obtained all Permits required under any Environmental Law by applicable Governmental Authorities for the conduct of the Business (as currently conducted); (e) The Company and the Subsidiaries have not assumed by contract or provided an indemnity with respect to any assetsmaterial Liability of any other Person relating to Environmental Laws; (f) The Company and the Subsidiaries have made available to the Buyer copies of all Environmental site assessments, facility compliance audits, asbestos surveys and soil or property groundwater sampling results prepared during the Applicable Period with respect to the Real Property or any formerly owned, operated, leased or controlled by operated property in the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility possession of the Company or a Subsidiary; and (ag) is listed orTo the Company’s Knowledge, there are no underground or above ground storage tanks, surface impoundments, landfills, or Hazardous Material treatment units, located at the Real Property except as disclosed in documents made available to the knowledge of the Company, proposed for listing Buyer and operated in compliance in all material respects with Environmental Law and all storage tanks on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or Real Property which were previously removed from service have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyclosed in compliance with all Environmental Law.

Environmental. (a) Except as would notset forth on Schedule 5.16(a), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance and its Subsidiaries comply, and the Company, its Subsidiaries and their respective predecessors at all times during their existence have complied, with and not subject to any known liability under all applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, . (b) the Company has There is not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed now pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, any action, claim, proceeding or investigation, nor has the Company, proposed for listing on the National Priorities List under CERCLA its Subsidiaries, or any state list of hazardous substance sites requiring cleanuptheir respective predecessors received any notice, (b) is listed in claim, demand letter or request for information at any time, alleging that the Comprehensive Environmental ResponseCompany, Compensation, Liability Information System List promulgated pursuant to CERCLAany of its Subsidiaries, or any of their respective predecessors may be or is in violation of, or liable under, any Environmental Law, nor does there exist any basis for any such action, claim, proceeding or investigation. (c) Except as disclosed on any comparable list maintained by any state or local governmental authoritySchedule 5.16(c), (vii) there are no Hazardous Materials are being released Substances (as defined below) at, located on any of the properties currently or under any facility owned, operated, leased formerly owned or controlled operated by the Company, any of its Subsidiaries or any of their respective predecessors (including soil, groundwater and surface features and buildings and structures thereon) (the “Properties”), and none of the Properties contains, or has contained, any underground improvements, including, but not limited to, treatment or storage tanks, sumps, water, gas or oil ▇▇▇▇▇, or associated piping. (d) The Company and its Subsidiaries do not have any contingent liability in connection with a Release (as defined below) or have been Released at, on or under threatened Release of any facility owned, operated, leased or controlled by the Company Hazardous Substance at any location. (except as may be allowed by permite) and, to To the knowledge of the Company and its Subsidiaries, there are no present or past Environmental Conditions (as defined below) in any way related to the Company, none any of its Subsidiaries, or any of their respective predecessors that have, or may have, individually or in the aggregate, a material adverse effect with respect to any Property or the business or condition of the facilities ownedCompany and its Subsidiaries, operatedtaken as a whole. (f) As used herein, leased “Environmental Law” means any federal, state, local or controlled by foreign law, regulation, order, decree, judgment, opinion, common law or binding equitable principle or agency requirement relating to pollution, contamination, wastes, hazardous material or the Company are adversely affected by any Release protection of Hazardous Materials originating the environment, human health or emanating from any other propertysafety.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected (a) The Companies have disclosed and made available to have a Material Adverse Effect, Lineage true and correct copies of (i) all “Phase I” environmental site assessment reports in the Company possession or control of the Companies with respect to the Leased Real Property and (ii) all material records and correspondence in the possession or control of the Companies relating to Environmental Matters with respect to the Leased Real Property, and/or the business of the Companies and prepared for, received from or submitted to applicable Governmental Authorities. (b) Except as set forth in Schedule 7.18(b), none of the Companies have received written notice within the last five (5) years alleging that it (i) is in compliance or might be potentially responsible for any presence or material Release with and not subject respect to any known liability under applicable Environmental Laws (as defined below)the Leased Real Property, or the business of such Company, (ii) the Company has made all filings and provided all notices required under all applicable generated, transported or disposed of any Hazardous Substance that has been found at any site at which any Person has conducted a remedial investigation, removal or other response action pursuant to any Environmental Law, or (iii) is or might be potentially responsible for any material costs arising under, or is or has been in violation in any material respect of, Environmental Laws, and has, and is in compliance with, . (c) Schedule 7.18(c) sets forth a list of all permits required under any applicable material Environmental LawsPermits held by the Companies, each of which is in full force and effect. Such material Environmental Permits constitute all the licenses and permits required under the Environmental Laws in connection with the conduct of the Business as presently conducted. (d) To the Companies’ knowledge, none of the Companies are now, nor have been at any time during the past five (5) years, in any material non-compliance with Environmental Laws or Environmental Permits. (e) None of the Companies (i) have entered into or agreed to any court decree or order, (iiiii) (a) there are no pending Proceedings with respect not subject to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of judgment relating to compliance with any Environmental Laws and (c) Law or to the knowledge investigation or cleanup of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company Hazardous Substances under any Environmental Law, or (iviii) have not received any claims or written notices or entered into any negotiations or agreements raising any other environmental liability or obligation under Environmental Laws. (f) To the Companies’ knowledge, (i) no Lien or restriction portion of the Leased Real Property has been recorded under any Environmental Law with respect to any assetsused for the handling, facility manufacturing, processing, storage, use, treatment, generation or property owneddisposal of Hazardous Substances; and (ii) there have been no releases or threatened releases of Hazardous Substances on, operatedupon, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)into, or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyLeased Real Property.

Environmental. (a) Except as set forth in Schedule 2.15(a) or as is not and would not, individually or in the aggregate, not reasonably be expected to have be material to the WM Business, the WM Assets, and the WM Companies, taken as a Material Adverse Effect, whole: (i) the Company is WM Companies, the WM Business and the WM Assets have been operated in compliance with and not subject to any known liability under applicable all Environmental Laws (as defined below), and with all WM Permits issued pursuant to Environmental Laws; (ii) to the Company has made all filings and provided all notices required under all applicable extent relating to Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned▇▇ ▇▇▇▇▇▇▇ or the WM Companies has received any notice of violation relating to the operation of the WM Assets or the conduct of the WM Business that is not fully resolved, operatedand there are no non-compliance orders, leased warning letters, settlement agreements, Orders, Proceedings, investigations or controlled by actions pending or in existence that reasonably would result in a Loss; (iii) with respect to the Company are adversely affected by WM Companies, the WM Business or the WM Assets, none of the ▇▇ ▇▇▇▇▇▇▇ or the WM Companies (A) has received any notice of an alleged or actual Environmental Liability, (B) is identified as or alleged to be, pursuant to Environmental Laws, a responsible or potentially responsible party for any Release of Hazardous Materials, or (C) has Released, treated, stored or disposed of Hazardous Materials originating at, to or emanating from under any real property as would reasonably result in a Loss pursuant to Environmental Laws; and (iv) with respect to the WM Companies, the WM Business or the WM Assets, (x) to the Knowledge of the ▇▇ ▇▇▇▇▇▇▇, none of the ▇▇ ▇▇▇▇▇▇▇ or the WM Companies has incurred any liability under any Environmental Laws or (y) except in the WM Material Contracts or the WM Assumed Contracts, has assumed any Liability of any other propertyPerson arising out of or pursuant to Environmental Laws. (b) The ▇▇ ▇▇▇▇▇▇▇ have provided or otherwise made available to the Buyer all material Phase I, Phase II and similar material environmental audits, reports, and assessments concerning the WM Business and the WM Assets that are in the possession, custody or control of ▇▇ ▇▇▇▇▇▇▇.

Environmental. Except as would not, individually disclosed in Schedule 3.20 or in the aggregate, reasonably be expected to have a Material Adverse Effect, environmental reports listed therein: (i) Seller is and has been at all times conducting its Business in material compliance with past and current Environmental Laws and has not used any machinery, equipment or facility in relation to the Company is Business, or permitted them to be used to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, produce or process any Hazardous Materials except in compliance with and Environmental Laws. Seller has not subject taken any action with respect to any known liability under applicable its assets or operations which constituted a violation of Environmental Laws (as defined below), or omitted to take any action necessary to avoid the existence of a violation of Environmental Laws; (ii) the Company has made Business, the Purchased Assets and, to Seller’s knowledge, the Owned Real Property are, and at all filings and provided times have been, in compliance with all notices required under all applicable Environmental Laws; (iii) all Licenses and Permits necessary under Environmental Laws to lawfully conduct, operate or occupy the Business, the Purchased Assets and hasthe Owned Real Property in the manner Seller currently conducts, operates or occupies same, have been obtained, are valid and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effecteffect and listed in Schedule 3.20. The Business has passed all inspections carried out by Government Entities having jurisdiction over environmental matters and has carried out all orders or directives resulting from such inspections; (iv) to the Seller’s knowledge, Seller has not emitted, discharged or deposited or caused or permitted to be emitted, discharged or deposited any Hazardous Materials into the natural environment in contravention of Environmental Laws. To the Seller’s knowledge, the Owned Real Property has never had asbestos containing materials, PCBs, lead, radioactive substances or aboveground or underground storage systems, active or abandoned located on, at, in or under it; (iiiv) (a) to the Seller’s knowledge, there are no pending Proceedings with respect Hazardous Materials located on, at, in or under any of the Owned Real Properties in excess of applicable limits or in violation of Environmental Laws; (vi) Seller has not transported, removed or disposed of any waste to any Environmental Laws affecting a location outside of Canada or to a location that is not duly authorized by the Company, appropriate Governmental Entity to receive such waste; (bvii) the Company Seller has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed orand, to the knowledge best of the Companyits knowledge, proposed for listing on the National Priorities List under CERCLA or any state list has no basis to expect receipt of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the CompanySeller, none of the facilities ownedno Person for whose conduct Seller is or may be held responsible has received or has a basis to expect receipt of) any directive, operatedinquiry, leased notice, order, warning or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating other communication from any Governmental Entity or other propertyPersons that relates to any Hazardous Materials, Environmental Condition or any alleged actual or potential violation or failure to comply with any Environmental Laws, or any alleged, actual or potential obligation to undertake or bear the cost of any environmental liabilities; (viii) Copies of all material reports and documents relating to environmental matters affecting the Business, the Purchased Assets or the Owned Real Property which are in the possession or under the control of Seller have been provided to Buyer. To the knowledge of Seller, there are no other reports or documents relating to environmental matters affecting the Business, the Purchased Assets or the Owned Real Property which have not been made available to Purchaser; and (ix) All references to Environmental Laws made in this Section 3.20 relate to laws and regulations as same are or were in force on or before the date hereof. No representation or warranty is made or given herein as to the fact that the Purchased Assets and the Business shall continue to comply with Environmental Laws as same may be amended from time to time after the date hereof.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) The businesses as presently or formerly engaged in by the Company is and each of its subsidiaries are and have been conducted in compliance in all material respects with and not subject to any known liability under all applicable Environmental Laws (as defined below), including, without limitation, having all required permits, licenses and other approvals and authorizations, during the time the Company and each of its subsidiaries engaged in such businesses, (ii) the properties presently or formerly owned or operated by the Company has made all filings and provided all notices required each of its subsidiaries (including, without limitation, soil, groundwater or surface water on, under all or adjacent to the properties, and buildings thereon) (the "PROPERTIES") do not contain any Hazardous Substance (as defined below) other than as permitted under applicable Environmental LawsLaw (provided, and hashowever, and that with respect to Properties formerly owned or operated by the Company or any of its subsidiaries, such representation is in compliance with, all permits required under limited to the period the Company or any applicable Environmental Laws, each of which is in full force and effectits subsidiaries owned or operated such Properties), (iii) except as disclosed on Schedule 5.1(t), neither the Company nor any of its subsidiaries has received any notices, demand letters or request for information from any Governmental Entity or any third party indicating that the Company or any of its subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of the Company's or any of its subsidiaries' businesses, (aiv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under or any of its subsidiaries with respect to the Company or any of its subsidiaries or the Properties relating to any violation, or alleged violation, of any Environmental Law, (ivv) no Lien reports have been filed, or restriction has been recorded under are required to be filed, by the Company or any of its subsidiaries concerning the release of any Hazardous Substance or the threatened or actual violation of any Environmental Law with respect to any assets, facility on or property owned, operated, leased or controlled by at the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state lawProperties, (vi) no property Hazardous Substance has been disposed of, transferred, released or facility transported from any of the Properties during the time such Property was owned or operated by the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanupits subsidiaries, (b) is listed in the Comprehensive other than as permitted under applicable Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authorityLaw, (vii) there have been no Hazardous Materials environmental investigations, studies, audits, tests, reviews or other analyses conducted by or which are being released in the possession of the Company or any of its subsidiaries relating to the Company, any of its subsidiaries or the Properties which have not been delivered to the Purchaser prior to the date hereof, (as defined belowviii) atthere are no underground storage tanks on, on in or under any facility ownedof the Properties and no underground storage tanks have been closed or removed from any Properties which are or have been in the ownership of the Company or any of its subsidiaries (provided, operatedhowever, leased that with respect to Properties formerly owned or controlled operated by the Company or have been Released atany of its subsidiaries, on the representations in this subsection (viii) are limited to the period the Company and any of its subsidiaries owned or under operated such Properties), (ix) there is no asbestos present in any facility owned, operated, leased Property presently owned or controlled operated by the Company or any of its subsidiaries, and no asbestos has been removed from any Property while such Property was owned or operated by the Company or any of its subsidiaries, (except as may be allowed by permitx) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled Properties has been used at any time by the Company or any of its subsidiaries as a sanitary landfill or hazardous waste disposal site and (xi) neither the Company nor any of its subsidiaries has incurred, and none of the Properties (provided, however, that with respect to Properties formerly owned or operated by the Company or any of its subsidiaries, such representation is limited to the period the Company or any of its subsidiaries owned or operated such Properties) are adversely affected by presently subject to, any Release of Hazardous Materials originating material Liabilities (fixed or emanating from contingent) relating to any other propertysuit, settlement, court order, administrative order, judgment or claim asserted or arising under any Environmental Law.

Environmental. Except as would notdisclosed in Section 4.14 of the MDA Disclosure Letter: (a) MDA and each of the Information Systems Subsidiaries are in compliance in all material respects with all applicable Environmental Laws; (b) in connection with Environmental Activities, individually there is no notice of infraction, action, suit or proceeding or, to the knowledge of MDA, pending or threatened against, or in any other manner relating adversely to, MDA or any of the aggregateInformation Systems Subsidiaries, reasonably be expected to or their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Entity, which would have a Material Adverse Effect, ; (ic) the Company is in compliance with and not subject to any known liability under applicable all material Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required Permits which are necessary under any applicable Environmental LawsLaw for the ownership and operation by MDA, each with respect to the Richmond Information Systems Business, and the Information Systems Subsidiaries of which is the real property, assets and other facilities owned or used by MDA, with respect to the Richmond Information Systems Business, and the Information Systems Subsidiaries and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect, (iii) (a) there are no pending Proceedings with respect not subject to any further Environmental Laws affecting the Company, (b) the Company has not received any demand, claim Permits or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)appeal, or any comparable state law, (vi) no property or facility of the Company (a) is listed pending or, to the knowledge of the CompanyMDA, proposed for listing on the National Priorities List under CERCLA threatened legal or any state list of hazardous substance sites requiring cleanupadministrative proceedings, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials and there are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of MDA, no proposals to amend, revoke or replace such material Environmental Permits; (d) neither MDA, with respect to the Companyleased premises located in Richmond, none British Columbia, nor any Information Systems Subsidiary has and is, and to the knowledge of MDA, no past or present lessee, owner, occupant, or licensee or other Person other than MDA or an Information Systems Subsidiary has or is, engaged in any Environmental Activity at, upon, under, over, within or with respect to the real property owned or used by MDA, with respect to the Richmond Information Systems Business, or any of the facilities ownedInformation Systems Subsidiaries in violation of any applicable Environmental Law which would lead to the imposition of liability on, operatedor a remediation order against any Information Systems Subsidiary which would have a Material Adverse Effect; (e) no activities or operations of MDA, leased with respect to the Richmond Information Systems Business, or controlled an Information Systems Subsidiary are or have been subject to any judicial, administrative or other proceedings alleging a violation of any applicable Environmental Law which would have a Material Adverse Effect; (f) to the knowledge of MDA, no activities or operations of MDA, with respect to the Richmond Information Systems Business, or an Information Systems Subsidiary in respect of real property owned or used by MDA or an Information Systems Subsidiary are the Company are adversely affected subject of investigation or written notice from any Governmental Entity requiring material remedial action to respond to a Release of any Contaminant; (g) neither MDA, with respect to the Richmond Information Systems Business, nor an Information Systems Subsidiary has been or is involved in any operations or Environmental Activity in violation of any applicable Environmental Law which activities would lead to the imposition of liability on, or a remediation order against, MDA or an Information Systems Subsidiary and which would have a Material Adverse Effect; (h) neither MDA, with respect to the Richmond Information Systems Business, nor any Information Systems Subsidiary has filed any written notice or report of a Release of a Contaminant with any Governmental Entity in respect of the real property owned or used for the conduct of the Information Systems Business, the consequence of which Release would have a Material Adverse Effect; and (i) to the knowledge of MDA, no order, instruction or direction of any Governmental Entity has been issued which required MDA or an Information Systems Subsidiary to carry out any material environmental remediation of the real property owned or used for the Richmond Information Systems Business or by any Release of Hazardous Materials originating or emanating from Information Systems Subsidiary under any other propertyapplicable Environmental Law.

Environmental. (a) Except as for any events, matters or occurrences contrary to the following representations that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, Effect on the Company; (i) the Company is is, and during the term of all applicable statutes of limitation has been, in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), Law; (ii) the Company has made all filings permits, licenses, approvals, and provided authorizations, and has filed all reports, registrations, applications and notices (“Environmental Authorizations”), required under all applicable Environmental LawsLaw for the operation of the Company’s business, and has, and is in compliance withwith the Environmental Authorizations, all permits required under and has received no notice that any applicable Environmental LawsAuthorization is subject to termination, each of which is in full force and effect, modification or revocation; (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demandnotice from any Person regarding any actual or alleged Environmental Claims against, claim or notice of violation of any Environmental Laws and (c) Law by, the Company or against or by any other Person with respect to the knowledge Leased Property or Easements, or alleging that the Company has liability under any Environmental Law for any disposal or release of Hazardous Materials at any location; (iv) neither Company nor any other Person has disposed of, released, or arranged for the disposal of any Hazardous Materials on, at, under or from any of the Leased Property or Easements, and, to the Knowledge of Company, no other Person has done so; (v) there are no underground storage tanks owned, leased, used, operated or maintained by the Company (or any of its Affiliates) or, to the Knowledge of Company, otherwise located at any Leased Property or on any of the Easements; (vi) the Company is not a party to any contract or agreement pursuant to which the Company assumes any liability for any Environmental Claim (asserted or unasserted) against any other person or entity, or assumes any liability with respect to any Environmental Claim (asserted or unasserted) related to the Leased Property or Easements, or indemnifies any person or entity with respect to any Environmental Claim (asserted or unasserted) related to real property or interests therein not owned by the Company (other than, with respect to unasserted Environmental Claims, under general indemnification obligations of the Company that do not expressly address or relate to any Environmental Law, Hazardous Materials or environmental condition); and (vii) there are no polychlorinated biphenyls or asbestos-containing materials owned, leased, used, operated or maintained by the Company (or any of their Affiliates) or, to the Knowledge of the Company, there is no Proceeding, notice otherwise located at any Leased Property or demand letter or request for information threatened against on any of the Easements that could result in any liability to the Company under any Environmental Law, (iv) no Lien or restriction has been recorded ATMI under any Environmental Law with respect or otherwise give rise to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by Claim affecting the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyATMI.

Environmental. Except as would not, individually or disclosed in the aggregateQuestionnaires: (1) None of the Properties nor any of the Lessee Parties are in violation of, reasonably be expected or subject to, any pending or, to have a Material Adverse EffectLessee's actual knowledge, (i) the Company is in compliance with and not subject threatened investigation or inquiry by any Governmental Authority or to any known liability remedial obligations under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable any Environmental Laws, and hasthis representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and is in compliance withcircumstances, all permits required under any applicable Environmental Lawsif any, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect pertaining to any Environmental Laws affecting of the CompanyProperties and known to the Lessee Parties; (2) All permits, (b) licenses or similar authorizations required to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Company has not received any demand, claim or notice of violation Properties by reason of any Environmental Laws and have been obtained; (c3) No Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released by the Lessee Parties or, to the knowledge Lessee Parties' knowledge, any other party, in, on, under, from or about any of the CompanyProperties, except in Permitted Amounts; (4) None of the Properties contain Hazardous Materials, except in Permitted Amounts, and all USTs located on or about the Properties, if any, are in full compliance with all Environmental Laws; (5) To the Lessee Parties' knowledge, there is no Proceedingthreat of any Release migrating to any of the Properties in excess of Permitted Amounts; (6) There is no past (to the Lessee Parties' knowledge) or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Properties; (7) None of the Lessee Parties has received any written or oral notice or demand letter other communication from any person or request for information threatened against the Company under entity (including but not limited to a Governmental Authority) relating to Hazardous Materials or USTs or Remediation thereof in excess of Permitted Amounts, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with any of the Properties, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; (iv) no Lien 8) All information known to any of the Lessee Parties or restriction contained in the files of any of the Lessee Parties relating to any Environmental Condition or Releases of Hazardous Materials in, on, under or from any of the Properties, other than in Permitted Amounts, has been recorded under provided to Lessor, including, without limitation, information relating to all prior Remediation; (9) All of the Properties are free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by (the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive "Environmental Response, Compensation Liens"); and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities ownedLessee Parties has allowed any tenant or other user of any of the Properties to do any act that materially increased the dangers to human health or the environment, operatedposed an unreasonable risk of harm to any person or entity (whether on or off any of the Properties), leased impaired the value of any of the Properties in any material respect, is contrary to any requirement of any insurer, constituted a public or controlled by private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to any of the Company Properties; and (10) The information and disclosures in the Questionnaires are adversely affected by any Release of Hazardous Materials originating true, correct and complete in all material respects, and the person or emanating from any other propertypersons executing the Questionnaires were duly authorized to do so.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) Except as set forth in Section 3.3(b)(i) of the Company is in compliance with and Disclosure Memorandum: (A) Seller has not subject to caused or permitted the generation, manufacture, use, or handling or the release or presence of, any known liability under applicable Environmental Laws Hazardous Material (as defined below)) on, in, under or from any properties or facilities currently owned or leased by Seller or, to its knowledge, adjacent to any properties so owned or leased that requires notification, investigation or remediation pursuant to any environmental law; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (aB) there are no pending Proceedings with respect non-compliance orders, warning letters or notices of violations, actions, suits or other claims asserted or, to any Environmental Laws affecting its knowledge, threatened against Seller or administrative or judicial investigations arising from or relating to the Company, (b) the Company has not received any demand, claim or notice of violation environmental condition of any Environmental Laws property currently owned or leased by Seller or the generation, manufacture, use, or handling or the release or presence of, any Hazardous Material at any property currently owned or leased by Seller; (C) Seller has complied in all material respects with, and has kept all records and made all filings or reports required by, and is otherwise in compliance with all applicable federal, state and local laws, regulations, orders, permits and licenses relating to the generation, treatment, manufacture, use, handling, release or presence of any Hazardous Material on, in, under or from any properties or facilities currently owned or leased by Seller; (cD) to the knowledge of Seller, the Companyimprovements on the property owned or leased by Seller are free from the presence or growth of mold, fungi, spores or bacteria that could be reasonably expected to cause material property damage or personal injury, and the improvements on the property owned or leased by Seller are, and have been, reasonably free of conditions that could lead to the growth or presence of mold, fungi, spores or bacteria, including, without limitation, air conditioner malfunction, water intrusion, water leaks, sewage backflows and construction defects; and (E) to the knowledge of Seller, there is no Proceedingare not now nor have there ever been any underground storage tanks for the storage of Hazardous Material on, notice in or demand letter or request for information threatened against the Company under any Environmental Lawproperties or facilities currently owned or leased by Seller. (ii) Neither Seller nor, to the knowledge of Seller, any of its officers, directors, employees or agents, in the course of such individual’s employment by Seller, has given advice with respect to, or participated in any respect in, the management or operation of any entity or concern regarding the generation, storage, handling, disposal, transfer, production, use or processing of Hazardous Material. (iii) To the knowledge of Seller, Seller has not foreclosed on any property on which there is a threatened release of any Hazardous Material or on which there has been a release and remediation has not been completed to the extent required by environmental laws. (iv) no Lien Neither Seller nor any of its executive officers or restriction directors is aware of, has been recorded under told of, or has observed, the presence of any Environmental Law Hazardous Material on, in, under, or around property on which Seller holds a legal or security interest, in violation of, or creating a liability under, federal, state, or local environmental statutes, regulations, or ordinances. (v) Seller has delivered to Buyer true, correct and complete copies of all reports or tests with respect to compliance of any assetsof the properties or facilities currently owned or operated by Seller with any environmental laws or the presence of Hazardous Materials that were prepared for Seller or prepared for other Persons and are in the possession, facility custody or property ownedcontrol of Seller. (vi) The term “Hazardous Material” means any substance whose nature, operateduse, leased manufacture, or controlled by the Companyeffect render it subject to federal, (v) the Company has not received notice state or local regulation governing that it has been identified material’s investigation, remediation or removal as a potentially responsible party threat or potential threat to human health or the environment and includes, without limitation, any substance within the meaning of “hazardous substances” under the Comprehensive Environmental Response, Compensation and Liability Act Act, 42 U.S.C. § 9601, “hazardous wastes” within the meaning of 1980the Resource Conservation and Recovery Act, as amended (“CERCLA”)42 U.S.C. § 6921, any petroleum product, including any fraction of petroleum, or any comparable state lawfriable asbestos containing materials. However, the term “Hazardous Material” shall not include those substances which are normally and reasonably used or present in connection with the development, occupancy or operation of office buildings (vi) no property or facility of the Company (a) is listed orsuch as cleaning fluids, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed and supplies normally used in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant day to CERCLA, day operation of business offices) in quantities reasonable in relation to such use and in compliance with applicable law or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as such that may be allowed by permit) andnaturally occurring in any ambient air, to the knowledge of the Companysurface water, none of the facilities ownedground water, operated, leased land surface or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertysubsurface strata.

Environmental. Except (i) With respect to all applicable Environmental Laws, (i) To UMS’s Knowledge, UMS is conducting and carrying on the Business in substantial compliance with all applicable Environmental Laws; (ii) To UMS’s Knowledge, all properties (real and personal) owned, leased or operated by UMS comply with all applicable Environmental Laws; (iii) To UMS’s Knowledge, no real property owned, leased or operated by UMS is or has been in (or is contiguous to) a site that is designated by any state, local or federal agency or body as would nota “Superfund” site or similar location requiring cleanup, individually removal or remediation by reason of the release of Hazardous Substances; (iv) To UMS’s Knowledge, the products and services performed by UMS in connection with the Business comply with all applicable Environmental Laws; (v) To UMS’s Knowledge, there has been no material generation, release, discharge, storage, disposal, transportation or containment of any Hazardous Substances on or from (as applicable) any portion of the land or buildings owned, leased or used in the aggregateoperation of the Business by UMS, reasonably be expected or on or from any portion of any other property contiguous thereto, in violation of any Environmental Law. (vi) To UMS’s Knowledge, UMS has not received notice of any material past, present or future event, condition, circumstance, activity, incident, or plan deriving from the operation of the Business, occurring on any property owned, leased or operated by UMS or occurring on property contiguous thereto, which (A) prevents compliance by UMS with applicable Environmental Laws; (B) gives rise to have a Material Adverse Effectany common law or other legal liability of UMS under applicable Environmental Laws; or (C) otherwise forms the basis of any claim, action, demand, suit, proceeding, hearing, study or investigation with respect to UMS based on the manufacture, processing, distribution, use, emission, discharge, release or threatened release of any Hazardous Substance. (ii) To UMS’s Knowledge, there is not pending or threatened, and there has never been, any civil, criminal or investigative action, suit, demand, claim, hearing, citation, notice, warning, demand letter, consent decree, notice of violation, investigation, judgment, Order, fine, penalty or proceeding against UMS which materially adversely affects the Business and which involves any violation or alleged violation of Environmental Laws, including, but not limited to, any of the foregoing: (i) the Company is generation, release, discharge, storage, disposal, transportation, containment or threatened release of any Hazardous Substance in compliance with and not subject to any known liability under applicable violation of Environmental Laws (as defined below), Laws; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawsneed for any assessment, and hascontainment, and is in compliance withclean-up, all permits required under removal or remediation related to any applicable Environmental Lawsrelease, each discharge, storage, disposal, transportation, containment or threatened release of which is in full force and effect, any Hazardous Substance; (iii) (a) there are no pending Proceedings with respect to the presence of Hazardous Substances in any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim products manufactured or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled built by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLAUMS, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility real property owned, operatedleased, leased or controlled operated by UMS; or (iv) the Company need for work, repairs, construction, alterations or have been Released at, on or under any facility owned, operated, leased or controlled installations by the Company (except as may be allowed by permit) and, to the knowledge reason of the Company, none a violation of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Law.

Environmental. (a) Except as would notset forth on SCHEDULE 2.20, individually Unifirst is not (i) in violation of any law, regulation, order, permit, license or decree regulating emissions into the environment and the proper disposal of wastes, petroleum products or other materials; or (ii) liable or responsible for any cleanup, fines, liability or expense arising under any environmental law, regulation or order as a result of the disposal of wastes, petroleum products or other materials in or on its property (whether owned or leased or in which either has acquired an interest by way of mortgage or foreclosure) by it, its predecessors in title, or any other person, or in or on any other property, including property no longer owned, leased or used by it. There are no asbestos or petroleum products or any hazardous or waste material of any kind located under, on or in the aggregateproperty (owned or leased) of Unifirst, reasonably be expected to have a Material Adverse Effectand such property has never been used for the handling, (i) the Company is in compliance with and not subject to treatment, storage or disposal of any known liability under applicable Environmental Laws (petroleum products or any hazardous or toxic substances as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, state or federal law. (b) RSFC intends to obtain Phase 1 environmental audits on properties listed on SCHEDULE 2.10 and may obtain such audits on OREO properties currently or formerly owned by Unifirst. In the Company has not received event that such audits (or subsequent Phase 2 assessments) indicate necessary remediation which would cost in excess of $100,000, RSFC, at its option, may, upon notice to Unifirst, terminate this Agreement. In the event of such a termination, neither party shall have any demand, claim further obligations or notice of violation of any Environmental Laws and (c) liability to the other, notwithstanding Section 9.4 hereof, unless Unifirst had knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect circumstances which indicated such necessary remediation and failed to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed disclose such circumstances in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertySCHEDULE 2.20.

Environmental. Except as set forth in Schedule 4.07 or as would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on NMD or the Assets or the Operations related thereto: (i) the Assets and the Operations related thereto are in compliance with all applicable Environmental Laws; (ii) to the knowledge of NMD, no circumstances exist with respect to the Assets and the Operations related thereto that give rise to an obligation by NMD to investigate, remediate, monitor or otherwise address the presence, on‑site or offsite, of Hazardous Materials under any applicable Environmental Laws, except as is currently being performed under applicable law or permit requirements; (iii) the Assets and the Operations related thereto are not subject to any pending or, to the knowledge of NMD, threatened, claim, action, suit, investigation, inquiry or proceeding, and, to the knowledge of NMD, there is no existing state of facts or circumstances that would be reasonably likely to give rise to any of the foregoing, under any Environmental Law (including, without limitation, designation as a potentially responsible party under CERCLA or any similar local or state law); (iv) all notices, permits, permit exemptions, licenses or similar authorizations, if any, required to be obtained or filed under any Environmental Law in connection with the Assets and the Operations related thereto (the “Environmental Permits”) have been duly obtained or filed and are valid and currently in full force and effect; (v) there has been no release of any Hazardous Material into the environment by NMD or in connection with the Assets and the Operations related thereto, except in compliance with all applicable Environmental Laws; (vi) there has been no exposure of any person or property to any Hazardous Material in connection with the Assets and the Operations related thereto, except as would not reasonably be expected to give rise to a claim, action, suit or proceeding by or on behalf of such person or property; (vii) NMD has maintained all environmental and operating documents and records associated with the Assets and the Operations related thereto in the manner and for the time periods each Environmental Law requires. Except as would not, individually or in the aggregate, have, or reasonably be expected to have have, a Material Adverse Effect, (i) Effect on the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) Assets or the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental LawsOperations related thereto, each of which the Environmental Permits is valid and in full force and effect, (iii) (a) and no violation thereof has been experienced, noted or recorded and there are no legal proceedings pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the CompanyNMD, proposed for listing on the National Priorities List under CERCLA threatened to revoke or limit any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Permits. .

Environmental. (a) Except as would notas, individually or in the aggregate, has not been or would not reasonably be expected to have be material to the Company and the Post-Restructuring Company Subsidiaries after the consummation of the Restructuring Transactions, taken as a Material Adverse Effectwhole, (iA) the Company, each Post-Restructuring Company is Subsidiary and each Purchased Entity are in compliance with and not subject to any known liability under all applicable Environmental Laws (as defined below)which compliance includes the possession by the Company, (ii) the each Post-Restructuring Company has made Subsidiary and each Purchased Entity of all filings permits and provided all notices other governmental authorizations required under all applicable Environmental Laws, and hascompliance with the terms and conditions thereof) and (B) the Company, each Post-Restructuring Company Subsidiary and each Purchased Entity have not received any communication (written or oral), whether from a Governmental Entity, citizens group, employee or otherwise, alleging that the Company or Company Subsidiary is not in such compliance, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, past or present (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on future) actions, activities, circumstances conditions, events or incidents that may prevent or interfere with such compliance in the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, future. (b) is listed Except as, individually or in the Comprehensive Environmental Responseaggregate, Compensation, Liability Information System List promulgated pursuant has not been or would not reasonably be expected to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by be material to the Company or have been Released atand the Post-Restructuring Company Subsidiaries after the consummation of the Restructuring Transactions, on or under any facility ownedtaken as a whole, operated, leased or controlled by the Company (except as may be allowed by permit) andthere is no Environmental Claim pending or, to the knowledge of the Company, none threatened against, the Company, any Post-Restructuring Company Subsidiary or any Purchased Entity or, to the knowledge of the facilities ownedCompany, operatedagainst any Person whose liability for such Environmental Claim the Company, leased any Post-Restructuring Company Subsidiary or controlled any Purchased Entity has retained or assumed either contractually or by operation of Law. (c) There are no present or, to the knowledge of the Company, past actions, activities, circumstances, conditions, events or incidents, including the Release, threatened Release or presence of any Hazardous Material which could form the basis of any Environmental Claim against the Company, any Post-Restructuring Company Subsidiary or any Purchased Entity, or to the knowledge of the Company, against any Person whose liability for any Environmental Claim the Company, any Post-Restructuring Company Subsidiary or any Purchased Entity has retained or assumed either contractually or by operation of Law, except for such Environmental Claims as, individually or in the aggregate, have not been or would not reasonably be expected to be material to the Company and the Post-Restructuring Company Subsidiaries after the consummation of the Restructuring Transactions, taken as a whole. (d) The Company has delivered or otherwise made available for inspection to Parent true, complete and correct copies and results of any material reports, studies, analyses, tests or monitoring prepared since January 1, 2009 or, in respect of any assets located in the state of Michigan, prepared since January 1, 2007, in each case, possessed by the Company are adversely affected by or any Release of Company Subsidiary pertaining to Hazardous Materials originating in, on, beneath or emanating from adjacent to any other propertyproperty currently or formerly owned, operated or leased by the Company, any Post-Restructuring Company Subsidiary or any Purchased Entity, or regarding the Company’s, any Post-Restructuring Company Subsidiary’s or any Purchased Entity’s compliance with applicable Environmental Laws.

Environmental. Except as would notset forth in Schedule 3.10 ------------- or in the Company Reports filed and publicly available prior to the date of this Agreement or except as, individually or in the aggregate, does not have and could not reasonably be expected to have a Material Adverse Effect, : (ia) the The Company is and each of its subsidiaries are in compliance with and not subject to any known liability under all applicable Environmental Laws (as defined belowin Section 3.10(f)(ii)), (ii) and neither the Company nor any of its subsidiaries has made all filings received any written communication from any Governmental Authority that alleges that any of the Company and provided all notices required under all its subsidiaries is not in compliance with applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, . (b) The Company and each of its subsidiaries has obtained or has applied for all environmental, health and safety Approvals (collectively, the "ENVIRONMENTAL PERMITS") necessary for the construction of its facilities or the conduct of its operations, and all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending approval by any Governmental Authority, and the Company has not received any demand, claim or notice and its subsidiaries are in compliance with all terms and conditions of violation of any the Environmental Laws and Permits. (c) to the knowledge of the Company, there There is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, Claim (ivas defined in Section 3.10(f)(i)) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (vi) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed pending or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by threatened against the Company or have been Released at, on any of its subsidiaries or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permitii) and, to the knowledge of the Company, none pending or threatened against any real or personal property or operations that the Company or any of its subsidiaries owns, leases or uses, in whole or in part. (d) To the knowledge of the facilities ownedCompany, operated, leased there has been no Release (as defined in Section 3.10(f)(iv)) of any Hazardous Material (as defined in Section 3.10(f)(iii)) that has formed or controlled by could reasonably be expected to form the basis of any Environmental Claim against the Company are adversely affected or any of its subsidiaries or against any person (including any predecessor of the Company or any of its subsidiaries) whose liability for such claim the Company or any of its subsidiaries has or may have retained or assumed, either by operation of Law or by Contract. (e) To the knowledge of the Company, the Company has disclosed to Newco all facts which the Company reasonably believes form the basis of (i) any Release Environmental Claim against the Company or any of Hazardous Materials originating its subsidiaries or emanating from (ii) any other propertyobligation of the Company or any of its subsidiaries currently required, or known to be required in the future, to incur costs for pollution control equipment or environmental remediation under, or otherwise to comply with, applicable Environmental Laws. (f) As used in this Agreement:

Environmental. Except as would not, individually to the extent that violations or other matters referred to in the aggregate, reasonably be expected to this subparagraph do not have a Material Adverse Effect, Effect on Storm: (i) Storm and the Company is Storm Group are not in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under violation of any applicable Environmental Laws; (ii) Storm and each member of the Storm Group have operated its business at all times and have received, each handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems by Storm or any member of the Storm Group, or on or underneath any location which is or was currently or formerly owned, leased or otherwise operated by Storm or any member of the Storm Group, that have not been fully remediated; (iv) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of Storm or any member of the Storm Group which Storm or any member of the Storm Group has notice; (v) neither Storm nor any member of the Storm Group has failed to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vi) Storm and each member of the Storm Group hold all Environmental Approvals required in connection with the operation of its business and the ownership and use of such assets, all Environmental Approvals are in full force and effect, and Storm and the Storm Group have not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws or Environmental Approvals, or that any Environmental Approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (iii) (avii) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of Storm, threatened claims, liens or encumbrances resulting from Environmental Laws with respect to any of the Company, proposed for listing on the National Priorities List under CERCLA properties of Storm or any state list member of hazardous substance sites requiring cleanupthe Storm Group currently or formerly owned, leased, operated or otherwise used; and (bviii) is listed in neither Storm nor any member of the Comprehensive Environmental ResponseStorm Group has assumed or retained by contract or operation of law any losses, Compensationexpenses, Liability Information System List promulgated claims, damages or liabilities of any third-party pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyapplicable Environmental Laws.

Environmental. Except as would In respect of the properties which Canyon or any of its Subsidiaries operates and, to the knowledge of Canyon in respect of properties for which Canyon or any of its Subsidiaries is not the operator, except to the extent that any violation or other matter referred to in this paragraph (z) does not, individually or in the aggregate, and would not reasonably be expected to to, have a Material Adverse Effect, Effect on Canyon and its Subsidiaries: (i) the Company is are not in violation of any Environmental Laws; (ii) have operated their businesses at all times and have received, handled, used, stored, transported, shipped and disposed of all contaminants in compliance with Environmental Laws; (iii) have had no Releases of Hazardous Substances into the earth, air or into any body of water, including groundwater, or any municipal or other sewer or drain water systems that have neither been fully and not subject completely delineated nor re-mediated to levels in compliance with Environmental Laws; (iv) have had no orders, directions or notices issued that remain outstanding against any of them pursuant to any known liability under applicable Environmental Laws of which they have received a written notice; (as defined below), (iiv) have not failed to report to the Company has made all filings and provided all notices proper Governmental Entity the occurrence of any event which is required under all applicable to be so reported by any Environmental Laws, and has, and is in compliance with, ; (vi) hold all permits Permits required under any applicable Environmental LawsLaws in connection with the operation of their businesses and the ownership and use of their assets, each of which is and all such Permits are in full force and effect. Except for notifications and conditions of general application to assets of reclamation obligations under legislation in each jurisdiction in which they conduct their businesses, (iii) (a) there are no pending Proceedings with respect have not received any notification pursuant to any Environmental Laws affecting the Companythat any work, (b) the Company has not received repairs, constructions or capital expenditures are required to be made by any demand, claim or notice of violation them as a condition of continued compliance with any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)Laws, or any comparable state lawPermits issued pursuant thereto, or that any Permits referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vivii) have no property or facility of the Company (a) is listed pending or, to the knowledge of any of them, threatened claims, liens or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws or violation or potential violation of Environmental Laws with respect to any of the Companyproperties currently or formerly owned, proposed for listing on the National Priorities List under CERCLA leased, operated or otherwise used; and (viii) have not assumed or retained by Contract or operation of Law any state list losses, expenses, claims, damages or liabilities of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated any third-party pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyapplicable Environmental Laws.

Environmental. Except as would notnot have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) All operations of the Company and its Subsidiaries are in compliance with all applicable Laws relating to the protection of the environment, health or safety (collectively “Environmental Laws”); (b) None of the Company or any of its Subsidiaries: (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below)proceeding or order which relates to environmental, health or safety matters, and which would require any material work, repairs, construction or expenditures; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Companynotice, there is no Proceeding, notice or demand letter or request for information threatened against or written communication alleging the Company breach of or liability under any Environmental Law, including with respect to any regulations respecting the use, storage, treatment, transportation, Release or disposition of any pollutant, contaminant, waste of any nature, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good as defined, judicially interpreted or identified in any Environmental Law (iv“Hazardous Substances”); or (iii) no Lien has received written notice, or restriction has been recorded to the Knowledge of the Company is aware, of any requirement that is proposed for adoption or implementation under any Environmental Law with respect that would be applicable to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility operations of the Company or any of its Subsidiaries and which may require any material expenditure; (ac) (i) The Company and each of its Subsidiaries have obtained and are in compliance with all permits, licenses, emissions credits or allowances and any other authorizations of any Governmental Entity pursuant to Environmental Law (collectively, “Environmental Permits”) necessary for their operations as currently conducted, (ii) all such Environmental Permits are valid and in good standing, and (iii) none of the Company or any Subsidiary is listed aware of or has been advised by any Governmental Entity of any actual or potential change in the status or terms and conditions of any Environmental Permit; (d) There are no Environmental Claims pending or, to the knowledge Knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanupthreatened, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by against the Company or have been Released at, on any of its Subsidiaries or under against any facility owned, operated, leased property or controlled by operations that the Company (except as may be allowed by permit) andor any of its Subsidiaries owns, leases, or operates, in whole or in part, or, to the knowledge Knowledge of the Company, none of the facilities formerly owned, operated, leased or controlled by operated, in whole or in part; and (e) There have been no Releases of any Hazardous Substances that would reasonably be expected to form the basis of any Environmental Claim against the Company are adversely affected or any of its Subsidiaries or against any Person whose liabilities for such Environmental Claims the Company or any of its Subsidiaries has or may have, retained or assumed, either contractually or by any Release operation of Hazardous Materials originating or emanating from any other propertyLaw.

Environmental. Except as would not(a) To the Company’s knowledge, individually the operations and properties of the Company and each other TiVo Party comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or in the aggregatecosts, reasonably be expected to have a Material Adverse Effect, and no circumstances exist that could (i) form the basis of an Environmental Action against the Company is in compliance with and not or any other TiVo Party or any of their respective properties or (ii) cause any such property to be subject to any known liability under applicable Environmental Laws (as defined below)restrictions on ownership, (ii) the Company has made all filings and provided all notices required under all applicable Environmental Lawsoccupancy, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim use or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company transferability under any Environmental Law. (b) To the Company’s knowledge, (iv) no Lien none of the properties currently or restriction has been recorded under any Environmental Law with respect to any assets, facility formerly owned or property owned, operated, leased or controlled operated by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) other TiVo Party is listed or, to the knowledge of the Company, or proposed for listing on the National Priorities List under CERCLA NPL or on the CERCLIS or any state list of hazardous substance sites requiring cleanupanalogous foreign, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authoritylist or is adjacent to any such property; to the Company’s knowledge, (vii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being released (as defined below) ator have been treated, stored or disposed on any property currently owned or under any facility owned, operated, leased or controlled operated by the Company or have been Released atany other TiVo Party or, to its knowledge, on any property formerly owned or under any facility owned, operated, leased or controlled operated by the Company or any other TiVo Party; to the Company’s knowledge, there is no asbestos or asbestos-containing material on any property currently owned or operated by the Company or any other TiVo Party; to the Company’s knowledge, and Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by the Company or any other TiVo Party. (except as may be allowed by permitc) Neither the Company nor any other TiVo Party is undertaking, and has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and, to the knowledge of the Company’s knowledge, none of the facilities ownedall Hazardous Materials generated, operatedused, leased treated, handled or controlled stored at, or transported to or from, any property currently or formerly owned or operated by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyTiVo Party have been disposed of in a manner not reasonably expected to result in material liability to the Company or such TiVo Party.

Environmental. Except as would notset forth on EXHIBIT 7.21, individually or in to the aggregate, reasonably be expected to have a Material Adverse Effect, Sellers' Best Knowledge: (i) the The Company is in compliance with and not subject to any known judicial or administrative proceeding, claim, suit, obligation, order, judgment, decree or settlement alleging or addressing a violation of or liability under any Environmental Laws. (ii) There has been no Release at or affecting the Covered Properties except in full compliance with Environmental Laws, nor has the Company filed any notice under any applicable Environmental Laws (as defined below), a) reporting such Release (ii) the Company has made all filings and provided all notices required under all except Releases in compliance with applicable Environmental Laws) into or out of any of the Covered Properties; or (b) indicating past or present treatment, and has, and is in compliance with, all permits storage (except as required under by law) or disposal of a hazardous waste at or on the Covered Properties; or (c) reporting a material violation by Company of any applicable Environmental Laws, each of which is in full force and effect, Law. (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the The Company has not received any demandwritten notice, claim request for information, citation, summons, judgment, order, letter, or notice of violation other documents, and no complaint has been filed and served, no penalty has been assessed, and no investigation or review is pending against the Company or has been threatened by any Authority or third party that is related in any way to (a) any violation, alleged violation, liability or alleged liability by the Company of any Environmental Laws and Laws; (cb) to the knowledge any violation or liability of the Company, there is no Proceeding, notice or demand letter or request for information threatened against any person other than the Company under any Environmental LawLaws which violation or liability arose from any act or omission related to the business activities at the Covered Properties; or (3) the presence of any Hazardous Materials at, on, in, or under the Covered Properties. (iv) no Lien or restriction The Company is not in violation of, nor has the Company been recorded under in violation of, any Environmental Law Law. In addition, the business and activities of the Company are being conducted in compliance in all material respects with respect to all requirements of Environmental Laws, including fulfilling any assetsrequirements for the filing with any Authority or other third party of any statement, facility report, information, or property ownedform required by law, operated, leased and all requirements of any Authority having jurisdiction over the business or controlled by activities of the Company, Company under Environmental Laws. (v) The Company currently possess all material environmental licenses and permits and have filed all material registrations, reports, and other documents required under Environmental Laws by any Authority in connection with the business. The Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Responseis in material compliance with all such licenses, Compensation permits, and Liability Act of 1980approvals, as amended (“CERCLA”)and there are no proceedings pending, or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of Sellers, threatened, which may result in the Companylimitation, proposed for listing on the National Priorities List under CERCLA termination, cancellation, or suspension, or any state list of hazardous substance sites requiring cleanupmaterial adverse modification of, any such license, permit, or approval. (vi) There are no Hazardous Materials present at, on, in, or under the Covered Properties in any amount or concentration that exceeds any applicable standard established under Environmental Laws; and (b) is listed in there are no underground storage tanks present at the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyCovered Properties.

Environmental. Except as would notnot have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) All operations of the Company and its Subsidiaries are in compliance with all applicable Laws relating to the protection of the environment, health or safety (collectively “Environmental Laws”); (b) None of the Company or any of its Subsidiaries: (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below)proceeding or order which relates to environmental, health or safety matters, and which would require any material work, repairs, construction or expenditures; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Companynotice, there is no Proceeding, notice or demand letter or request for information threatened against or written communication alleging the Company breach of or liability under any Environmental Law, including with respect to any regulations respecting the use, storage, treatment, transportation, Release or disposition of any pollutant, contaminant, waste of any nature, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good as defined, judicially interpreted or identified in any Environmental Law (iv“Hazardous Substances”); or (iii) no Lien has received written notice, or restriction has been recorded to the Knowledge of the Company is aware, of any requirement that is proposed for adoption or implementation under any Environmental Law with respect that would be applicable to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility operations of the Company or any of its Subsidiaries and which may require any material expenditure; (ac) (i) The Company and each of its Subsidiaries have obtained and are in compliance with all permits, licenses, emissions credits or allowances and any other authorizations of any Governmental Entity pursuant to Environmental Law (collectively, “Environmental Permits”) necessary for their operations as currently conducted, (ii) all such Environmental Permits are valid and in good standing, and (iii) none of the Company or any Subsidiary is listed aware of or has been advised by any Governmental Entity of any actual or potential change in the status or terms and conditions of any Environmental Permit; (d) There are no Environmental Claims pending or, to the knowledge Knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanupthreatened, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by against the Company or have been Released at, on any of its Subsidiaries or under against any facility owned, operated, leased property or controlled by operations that the Company (except as may be allowed by permit) andor any of its Subsidiaries owns, leases, or operates, in whole or in part, or, to the knowledge Knowledge of the Company, none of the facilities formerly owned, operated, leased or controlled by operated, in whole or in part; and (e) There have been no Releases of any Hazardous Substances that would reasonably be expected to form the basis of any Environmental Claim against the Company are adversely affected or any of its Subsidiaries or against any Person whose liabilities for such Environmental Claims the Company or any of its Subsidiaries has or may have, retained or assumed, either contractually or by any Release operation of Hazardous Materials originating or emanating from any other property.Law. SECTION

Environmental. Except as described in or contemplated by the Prospectus, and except as would not, individually or in the aggregate, not otherwise reasonably be expected to have a Material Adverse Effect, (iA) the Company and each of its subsidiaries is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (iiB) the Company and each of its subsidiaries has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effectLaw, (iiiC) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedingcivil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the best knowledge of the Company, threatened against the Company or any of its subsidiaries under any Environmental Law, (ivD) no Lien lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, operated or leased or controlled by the CompanyCompany or any of its subsidiaries, (vE) neither the Company nor any of its subsidiaries has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”"), or any comparable state law, (viF) no property owned or facility of operated by the Company or any of its subsidiaries is (ai) is listed or, to the best knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (bii) is listed in the Comprehensive Environmental Response, Compensation, Compensation and Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (viiG) no Hazardous Materials are being released (as defined below) atneither the Company nor any of its subsidiaries is subject to any order, on decree or agreement requiring, or otherwise obligated or required to perform any response or corrective action under any facility ownedEnvironmental Law, operated(H) there are no past or present actions, leased occurrences or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.operations

Environmental. Except as would not, individually or in set forth on Section 3.21(a) of the aggregate, reasonably be expected to have a Material Adverse Effect, Company Disclosure Letter: (ia) the Company is Entities are, and since December 31, 2016 have been, in compliance in all material respects with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, ; (b) the Company has not received any demand, claim or notice of violation of any Entities possess all material Permits required pursuant to Environmental Laws for their occupancy of their owned, leased, or operated real property (including the Leased Real Property) or their operation of their business, all such Permits are valid and in full force and effect in all material respects, and the Company Entities are, and since December 31, 2016 have been, in compliance in all material respects with all such Permits; (c) no Company Entity has received any written notice, demand, or claim, which remains unresolved, alleging any material violation of, or material Liability under, Environmental Laws or Permits required pursuant to Environmental Laws; (d) there are no material Actions pending or, to the knowledge Knowledge of the Company, there threatened in writing against any Company Entity before or by any Governmental Entity under Environmental Laws, and no Company Entity is subject to any material outstanding Order of any Governmental Entity under Environmental Laws; (e) no ProceedingCompany Entity has generated, notice treated, stored, released, disposed of, arranged for or demand letter permitted the disposal of, transported, arranged for or request for information threatened against permitted the transportation of, handled, designed, manufactured, sold, marketed, distributed, or exposed any Person to any Hazardous Substance, or owned or operated any facility or real property which is contaminated by any Hazardous Substance, in each case so as to give rise to any material Liability to the Company Entities under Environmental Laws; (f) except as may be set forth in the Leases, no Company Entity has entered into any Environmental Law, (iv) no Lien Contract that requires it to assume or restriction has been recorded under any Environmental Law provide an indemnity with respect to any assets, facility or property owned, operated, leased or controlled by the Company, material Liabilities of any other Person arising under Environmental Laws for which a Company Entity would not otherwise be liable; and (vg) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental ResponseEntities have made available to Buyer copies of all material environmental reports, Compensation compliance audits and Liability Act of 1980site assessments, as amended (“CERCLA”), and other material environmental documents relating to any Company Entity or any comparable state lawof its current or former real properties, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials each case which are being released (as defined below) at, on in their possession or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertytheir reasonable control.

Environmental. Except as except to the extent that any violation or other matter referred to in this subsection would notnot reasonably be expected to result in a Papillon Material Adverse Event, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, : (i) Papillon and each member of the Company is in compliance with Papillon Group are and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is have been in compliance with, and are not in violation of, any Environmental Laws and none of Papillon or any of the Papillon Group has failed to report to the proper Regulatory Authority the occurrence of any event which is required to be so reported by any Environmental Laws; (ii) Papillon and each member of the Papillon Group have operated their respective business at all permits times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) Papillon and each member of the Papillon Group hold the Environmental Approvals required under any applicable Environmental LawsLaws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, each of which is all such Environmental Approvals are in full force and effect, (iii) (a) there are no pending Proceedings with respect and none of Papillon or any of the Papillon Group has received any notification from any Regulatory Authority pursuant to any Environmental Laws affecting the Companythat any work, (b) the Company has not received any demandundertaking, claim study, report, assessment, repairs, constructions or notice other expenditures are required to be made by it as a condition of violation of continued compliance with any Environmental Laws and Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and (civ) to the knowledge of Papillon, none of Papillon or any member of the CompanyPapillon Group are subject to any past or present fact, there is no Proceeding, notice condition or demand letter or request for information threatened against the Company circumstance that could reasonably be expected to result in liability under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.Laws;

Environmental. Except as would notset forth on Schedule 5.19, individually or in to the aggregateSeller’s Knowledge, reasonably be expected to the Company, the Subsidiary and each of their predecessors have a Material Adverse Effect, (i) the Company complied and is in compliance with and not subject to any known liability under applicable all Environmental Laws (as defined below), (ii) Laws. Each of the Company and the Subsidiary has made all filings obtained and provided all notices required under all applicable Environmental Laws, and hascomplied with, and is in compliance with, all permits Permits that are required pursuant to any Environmental Law for the occupation of its facilities and the operation of the Business. Neither the Company nor the Subsidiary has received a written or oral notice, report or other information regarding any actual or alleged violation of any Environmental Law, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under any applicable Environmental LawsLaw. To the Seller’s Knowledge, each none of which is in full force the following exists at any property or facility currently owned or operated by either the Company or the Subsidiary and effectnone of the following existed at any property or facility previously owned or operated by the Company, (iii) the Subsidiary or any of their predecessors at or before the time the Company, the Subsidiary or any of their predecessors ceased to own or operate such property or facility: (a) there are no pending Proceedings with respect to any Environmental Laws affecting underground storage tanks (other than an underground storage tank, which was removed in 1989 or 1990, which was formerly at the Companyproperty currently leased by the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇), (b) the Company has not received asbestos-containing material in any demandform or condition, claim or notice of violation of any Environmental Laws and (c) to the knowledge materials or equipment containing polychlorinated biphenyls, or (d) landfills, surface impoundments or disposal areas. None of the Company, there the Subsidiary or any of their predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and no such property or facility is no Proceedingcontaminated by any such substance) in a manner that has given or would give rise to any Liability, notice including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or demand letter attorney fees, pursuant to any Environmental Law. Neither this Agreement nor the Transactions will result in any Liability for site investigation or request for information threatened against cleanup, or notification to or Consent of any Person, pursuant to any Environmental Laws. Neither the Company under nor the Subsidiary has, either expressly or, to the Seller’s Knowledge by operation of law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to any Environmental Law. To the Seller’s Knowledge, no facts, events or conditions relating to the past or present facilities, properties or operations of either the Company or the Subsidiary will prevent, hinder or limit continued compliance with any Environmental Law, (iv) no Lien give rise to any investigatory, remedial or restriction has been recorded under corrective obligations pursuant to any Environmental Law with respect Law, or give rise to any assetsother Liabilities pursuant to any Environmental Law, facility including any relating to onsite or property owned, operated, leased offsite releases or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list threatened releases of hazardous substance sites requiring cleanupmaterials, (b) is listed in the Comprehensive Environmental Responsesubstances or wastes, Compensationpersonal injury, Liability Information System List promulgated pursuant to CERCLA, property damage or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertynatural resources damage.

Environmental. Except as set forth in Section 3.11 of the Company Disclosure Letter, the Company and its Subsidiaries are in compliance, in all material respects, with applicable Environmental Laws, including, without limitation, holding all material permits and authorizations required pursuant to such laws for the ownership and operation of its business as currently conducted and compliance, in all material respects, with the terms thereof, and the Company has no knowledge of any facts or circumstances that would notprevent, individually interfere with, or materially increase the cost of maintaining such compliance in the aggregate, reasonably be expected to have a Material Adverse Effect, future. Neither the Company nor any of its Subsidiaries has (i) placed, held, located, released, transported or disposed of any Hazardous Substance on, under, from or at any of the Company is Real Property other than in compliance with and a manner that would not subject require remediation pursuant to any known liability under applicable Environmental Laws (as defined below)Laws, (ii) any knowledge of the presence of any Hazardous Substances that have been released by them into the environment on, under or at any of the Company has made all filings and provided all notices required under all applicable Real Property other than that which would not require remediation pursuant to Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, or (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or written notice (A) of any material violation of any Environmental Laws and by them that has not been resolved, (cB) to the knowledge of the Companyinstitution or pendency of any material suit, there is no Proceedingaction, notice claim, proceeding or demand letter investigation by any Governmental Body or request for information threatened any third party against the Company under them in connection with any Environmental Lawsuch violation, (ivC) no Lien requiring the response to or restriction has been recorded under remediation of a release of Hazardous Substances by them at or arising from any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanupReal Property, (bD) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled alleging non-compliance by the Company or have been Released at, on or any of its Subsidiaries with the terms of any Permit required under any facility owned, operated, leased Environmental Laws in any manner reasonably likely to require material expenditures or controlled to result in material liability or (E) demanding payment by them of a material amount for response to or remediation of a release of Hazardous Substances at or arising from any of the Company (except as may be allowed by permit) and, to Real Property. To the knowledge of the Company, none of the facilities ownedAcquired Companies has ever owned any Real Property. The Company has provided to Parent all material assessments, operatedreports, leased data, results of investigations or controlled audits, and other material information that is in the possession of or reasonably available to the Company regarding environmental matters pertaining to or the environmental condition of the business of the Company and its Subsidiaries, or the compliance (or noncompliance) by the Company are adversely affected by or any Release of Hazardous Materials originating or emanating from its Subsidiaries with any other propertyEnvironmental Laws.

Environmental. Except (a) The Purchased Business, as would notcarried on by each Vendor and its predecessors in title, individually or in and the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is Assets are in compliance in all material respects with all Environmental Laws and not subject there are no facts known after due inquiry by a Vendor that could give rise to a notice of non-compliance with any Environmental Law. (b) Schedule 3.01(11)(b) contains a complete list of all environmental Permits used in or required to carry on the Purchased Business in its usual and ordinary course, such Permits are in full force and effect and are transferable to the Purchaser on Closing. (c) No Vendor nor to the knowledge of such Vendor any of its predecessors in title has used any of the facilities or Leased Lands pertaining to the Purchased Business, or permitted them to be used, to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all material respects with all Environmental Laws. None of the Leased Lands has been used for or been designated as a waste disposal site. (d) To the knowledge of the Vendors, there are no pending changes to Environmental Laws that would render illegal, or materially restrict, the operation of the Purchased Business in its usual and ordinary course. (e) No Vendor has been convicted of an offence or been subjected to any known liability under applicable Environmental Laws (as defined below)judgment, (ii) the Company has made all filings and provided all notices required under all applicable injunction or other proceeding or been fined or otherwise sentenced for non-compliance with any Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company it has not received settled any demandprosecution or other proceeding short of conviction in connection therewith, claim or notice of violation of any Environmental Laws and in relation to the Purchased Business. (cf) No Vendor nor to the knowledge of such Vendor any of its predecessors in title has caused or permitted the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under Release of any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) Substance at, on or under the Leased Lands, or the Release of any facility ownedHazardous Substance off-site of the Leased Lands in relation to the Purchased Business, operated, leased except in compliance in all material respects with Environmental Laws. (g) There are no conditions that directly or controlled by indirectly relate to environmental matters or to the Company condition of the soil or have been Released the groundwater that would adversely affect the Purchased Business in a material manner (whether at, on or under below the Leased Lands or any facility owned, operated, leased or controlled by the Company adjoining properties). (except as may be allowed by permith) and, No Vendor nor to the knowledge of such Vendor any of its in title has received written notice, or has knowledge after due inquiry of any facts that could give rise to any notice, that such Vendor or its predecessors are potentially responsible for any remedial action under any Environmental Law in connection with the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyPurchased Business.

Environmental. (a) Except as would notto the extent that any of the following, individually or in the aggregate, reasonably be expected to have would not result in a Material Adverse Effect, Effect on the Company (i) the Company is in compliance and its subsidiaries comply and have complied with and not subject to any known liability under all applicable Environmental Laws (as defined below), (ii) no Hazardous Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the properties currently owned, leased, operated or otherwise used by the Company has made all filings and provided all notices required under all applicable Environmental Lawsor its subsidiaries (including soils, and hasgroundwater, and is in compliance withsurface water, all permits required under any applicable Environmental Laws, each of which is in full force and effectbuildings or other structures), (iii) no Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the properties formerly owned, leased, operated or otherwise used by the Company or its subsidiaries during the period of ownership, lease, operation or use by Company or its subsidiaries, (aiv) there are no pending Proceedings with respect neither the Company nor any subsidiary is subject to any Environmental Laws affecting the Companyliability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (bv) neither the Company nor any subsidiary has not received any written notice, demand, letter, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against alleging that the Company or any subsidiary is or may be in violation of or liable under any Environmental Law, (ivvi) no Lien or restriction has been recorded under neither the Company nor any Environmental Law with respect subsidiary is subject to any assetsorder, facility decree, injunction or property other written directive of any Governmental Authority or is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vii) there are no circumstances or conditions involving the Company and its subsidiaries, any assets (including real property) or businesses previously owned, operatedleased, leased operated or controlled otherwise used by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)or its subsidiaries, or any comparable state lawof the assets (including real property) or businesses of any predecessors of Company or its subsidiaries that could reasonably be expected to result in any damages or liabilities to the Company or any subsidiary arising under or pursuant to Environmental Law or in any restriction on the ownership, (vi) no property use or facility transfer of any of the assets of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, subsidiary arising under or pursuant to any Environmental Law. (b) is listed in As used herein, the Comprehensive term "Environmental ResponseLaw" means any international, Compensationnational, Liability Information System List promulgated pursuant to CERCLAprovincial, or on any comparable list maintained by any state regional, federal, state, municipal or local governmental authoritylaw, regulation, order, judgement, decree, permit, authorization, common or decisional law (viiincluding, without limitation, principles of negligence and strict liability) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, agency requirement relating to the knowledge protection, investigation or restoration of the Companyenvironment (including, none without limitation, natural resources) or the health or safety of human or other living organisms, including, without limitation, the facilities ownedmanufacture, operatedintroduction into commerce, leased export, import, handling, use, presence, disposal, release or controlled by the Company are adversely affected by threatened release of any Release Hazardous Substance or noise, odor, wetlands, pollution, contamination or any injury or threat of Hazardous Materials originating injury to persons or emanating from any other property.

Environmental. (a) Except as would notdescribed in Schedule 16 and to the best of the Vendors' knowledge, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company Corporation has been and is in compliance with all applicable Laws and not subject orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency ("Environmental Laws") relating to the protection of the environment, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any known liability pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances ("Hazardous Substances"). (b) The Corporation has obtained all licences, permits, approvals, consents, certificates, registrations and other authorizations under applicable Environmental Laws (as defined below)the "Environmental Permits") required for the operation of the Business, all of which are described in Schedule 9. Each Environmental Permit is valid, subsisting and in good standing and the Corporation is not in default or breach of any Environmental Permit and no proceeding is pending, or threatened, to revoke or limit any Environmental Permit. (iic) The Corporation has not used or permitted to be used, except in compliance with all Environmental Laws, any of its property (including the Company Leased Property) or facilities or any property or facility that it previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. (d) The Corporation has made all filings and provided all notices required under all applicable never received any notice of, nor been prosecuted for an offence alleging, non-compliance with any Environmental Laws, and hasneither the Vendors nor the Corporation has settled any allegation on noncompliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, and is repairs, construction or capital expenditures with respect to the Business or any property of the Corporation, nor has the Corporation received notice of any of the same. (e) Except as disclosed in compliance withSchedule 16, all permits required under to the best of the Vendors' knowledge, but without making any applicable Environmental Lawsenquiries (but the failure to make enquiries shall not relieve the Vendors from responsibility if they have actual knowledge or notice of a matter), each of which is in full force and effect, (iii) (a) there are no pending Proceedings or proposed changes to Environmental Laws that would render illegal or restrict the manufacture or sale of any product manufactured or sold or service provided by the Corporation. (f) The Corporation has not caused or permitted, nor does it have any knowledge of, the release, in any manner whatsoever, of any Hazardous Substance on or from any of its properties (including any of the Leased Property) or assets or any property or facility that it previously owned or leased, or any such release on or from a facility owned or operated by third parties but with respect to any which the Corporation is or may reasonably be alleged to have liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Corporation or resulting from the Business have been disposed of, treated and stored in compliance with all Environmental Laws affecting Laws. Schedule 16 identifies all of the Company, locations where Hazardous Substances used in whole or in part by the Corporation have been or are being stored. The Corporation retains the services of Safety Klean to dispose of Hazardous Substances. (bg) the Company The Corporation has not received any demandnotice that it is potentially responsible for a federal, claim provincial, municipal or notice of violation of local clean-up site or corrective action under any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or Laws. The Corporation has not received any request for information threatened against in connection with any federal, provincial, municipal or local inquiries as to disposal sites. (h) The Vendors have delivered to the Company under any Environmental LawPurchaser true and complete copies of all environmental audits, (iv) no Lien evaluations, assessments, studies or restriction has been recorded under any Environmental Law with respect tests relating to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that Corporation of which it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)is aware, or any comparable state law, (vi) no property or facility of made same available for the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyPurchaser's inspection.

Environmental. Except as would not, individually or set forth in Section 3.12 of the aggregate, reasonably be expected to have a Material Adverse Effect, Company Disclosure Letter: (ia) the Company is and its Subsidiaries are in compliance compliance, in all material respects, with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) including holding all material permits and authorizations required pursuant to such Laws for the ownership and operation of its business as currently conducted and compliance, in all material respects, with the terms thereof, and the Company has made all filings and provided all notices required under all applicable Environmental Lawsno knowledge of any facts or circumstances that would prevent, and has, and is in compliance interfere with, all permits required under any applicable Environmental Laws, each or materially increase the cost of which is maintaining such compliance in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, future; (b) the Owned Real Property and, to the knowledge of the Company, the Leased Real Property (including, in each case, soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substance in such a manner or concentration that the Company has not received or any demand, claim of its Subsidiaries is or notice of violation of would be required under any Environmental Laws and to conduct a response action to protect human health and/or the environment; (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under Real Property formerly owned by any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to Acquired Companies and the knowledge Real Property formerly leased by any of the Company, proposed for listing on Acquired Companies were not contaminated with any Hazardous Substance during the National Priorities List under CERCLA period of ownership or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled operation by the Company or any of its Subsidiaries in such a manner or concentration that the Company or any of its Subsidiaries is or would be required under any Environmental Laws to conduct a response action to protect human health and/or the environment; and (d) none of the Acquired Companies has (i) treated, placed, held, stored, located, released, transported, handled or disposed of any Hazardous Substance on, under, from or at any of the Company Real Property (or any Real Property formerly owned by any of the Acquired Companies) other than in a manner that would not require a response action to protect human health and/or the environment pursuant to applicable Environmental Laws, (ii) any knowledge of the presence of any Hazardous Substances that have been Released atreleased into the environment on, on under or under at any facility ownedof the Company Real Property other than that which would not require a response action to protect human health and/or the environment pursuant to Environmental Laws, operatedor (iii) received any written notice (A) of any material violation of any Environmental Laws that has not been resolved, leased (B) of the institution or controlled pendency of any material Proceeding by any Governmental Body or any third party in connection with any such violation, (C) requiring the response to or remediation of a release or threatened release of Hazardous Substances at or arising from any of the Company Real Property, (D) alleging non-compliance by the Company or any of its Subsidiaries with the terms of any Permit required under any Environmental Laws in any manner reasonably likely to require material expenditures or to result in material liability or (except as may be allowed by permitE) anddemanding payment of a material amount for response to or remediation of a release of Hazardous Substances at or arising from any of the Company Real Property. The Company has provided, or will provide in accordance with Section 5.1 hereof, to Parent all material assessments, reports, data, results of investigations or audits, and other information that is in the knowledge possession of or reasonably available to the Company regarding environmental matters pertaining to the environmental condition of the Company, none business of the facilities ownedCompany and its Subsidiaries, operated, leased or controlled the compliance (or noncompliance) by the Company are adversely affected by or any Release of Hazardous Materials originating or emanating from its Subsidiaries with any other propertyEnvironmental Laws, and the Company Real Property.

Environmental. Except as would not, individually or in the aggregatewould not be reasonably expected to, reasonably be expected to have a Material Adverse Effect, : (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the CompanyCorridor, there Corridor is no Proceeding, notice or demand letter or request for information threatened against the Company under not in violation of any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law Applicable Laws with respect to environmental, health or safety matters (collectively, "Environmental Laws"); (ii) Corridor has not, in a manner that is contrary to Environmental Laws, caused any assetsspills, facility releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes on, at, from or under any real or immovable property currently or formerly owned, operated, leased occupied or controlled otherwise utilized by Corridor, other than those which have been remediated in accordance with Environmental Laws; (iii) Corridor has not received any orders, directions, demands or notices from any Government Entity with respect to the Companybreach of any Environmental Laws applicable to the assets operated by Corridor, which order, direction, demand or notice remains outstanding as of the Agreement Date, and to the knowledge of Corridor, none have been threatened; (viv) Corridor, as of the Company Agreement Date, holds all material Permits required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such Permits are in full force and effect and Corridor has not received notice of any circumstances that it has been identified as a potentially responsible party under may lead to the Comprehensive Environmental Responserevocation, Compensation cancellation or curtailment of any such Permits; and (v) full and Liability Act accurate particulars of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, in the case of a document, a copy of, all environmental or health and safety assessments, audits, reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the current or previous operations of Corridor and which are in the possession or control of Corridor have been made available to the knowledge of the CompanyInitial Investor Group that are currently in progress or which were completed since January 1, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property2018.

Environmental. Except as would notdescribed on Schedule 3.06: (i) the Assets are in compliance with all applicable Environmental Laws in all material respects; (ii) neither Sellers nor the Companies has received written notification within the six (6) year period preceding the date of this Agreement, individually from any Governmental Entity with respect to any current material violations of or in liability under any Environmental Laws concerning the aggregateAssets; (iii) there are no claims, actions, suits or Legal Proceedings pending or, to the Knowledge of Sellers, threatened, at law or equity, relating to violation of or liability under any Environmental Law concerning the Assets; (iv) there has been no material Release or, to the Knowledge of Sellers, threatened material Release, of any Hazardous Materials at, on, under or from the Assets or, to the Knowledge of Sellers, any real property formerly owned, leased or otherwise operated by the Companies; (v) to the Knowledge of Sellers, there are no facts or circumstances that could reasonably be expected to result in the imposition of material liability pursuant to Environmental Law upon Buyer with respect to the Assets; (vi) Sellers have provided to Buyer copies of all material reports and investigations within either Seller’s (or the Companies’) possession or control regarding the environmental condition of the Assets including those that are listed on Schedule 3.06(vi); (vii) Schedule 3.06(vii) contains a Material Adverse Effecttrue, correct and complete list of all material Environmental Permits pertaining to the Project; (viii) the Companies currently have all material Environmental Permits that are required for the activities described in clauses (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) of the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance withdefinition of “Buyer’s Intended Use”, all permits required under any applicable Environmental Laws, each of which is are in full force and effect, ; and (iiiix) (aA) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the neither Company has not received any demand, claim or notice of is in material violation of any terms or conditions of any such Environmental Laws Permit, (B) no written notice of a pending violation of any material Environmental Permit has been received by Sellers or the Companies, and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (ivC) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) proceeding is listed pending or, to Sellers’ Knowledge, threatened to revoke, prevent the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLArenewal of, or on limit any comparable list maintained such material Environmental Permit. The representations and warranties contained in this Section 3.06 are the exclusive representations and warranties by any state or local governmental authoritySellers related to Environmental Laws, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Conditions and Environmental Permits.

Environmental. Except as set forth in Section 3.2(u) of the Disclosure Schedule, or as would notnot cause, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, : (i) the Company is and has been at all times in compliance with and not subject to any known liability under all applicable Environmental Laws (and is in possession of, and in compliance with, all Permits relating to Environmental Laws necessary or legally required to carry on and conduct the Business as defined below)presently conducted, and a complete list of such Permits is listed in Section 3.2(u) of the Disclosure Schedule, and all such Permits are in full force and effect and the Company has made timely application for renewals of all such Permits as required by applicable Law; (ii) no written notice, demand, or claim has been received by or served on the Company, nor to the Knowledge of the Company, on any current or previous owner, manager or tenant of the Owned Real Property or Leased Real Property, from any Person claiming or asserting any violation of or potential Liability or Liability under any Environmental Laws, or demanding payment, contribution, indemnification, remedial action, removal action or any other action or inaction with respect to any actual or alleged environmental damage or injury to persons, property or natural resources; (iii) the Company has not, nor to the Knowledge of the Company has any third party, spilled, discharged or Released Hazardous Materials on, at, about, under or from the Leased Real Property or Owned Real Property including any that has resulted or could result in any Liability under Environmental Laws; (iv) the Company has made available to the Buyer copies of all filings environmental studies, reports, data and provided all notices required under all applicable Environmental Lawsassessments or investigations, including “Phase I” and “Phase II” reports, related to the environmental condition or compliance status of the Leased Real Property and Owned Real Property, or other properties for which the Company may have Liability, which have been conducted by or on behalf of the Company or that are otherwise in the Company’s possession or control (specifically excluding any environmental audits performed by the Seller), and hasa complete listing of all such materials made available is set forth in Section 3.2(u)(iv) of the Disclosure Schedule; (v) the Company has not discharged or disposed of, and is or arranged for the disposal of, or Released any Hazardous Material, other than in compliance withconformity with Environmental Law, all permits required under at any applicable Environmental LawsOwned Real Property or Leased Real Property, each of which is or, in full force and effectconnection with the Business, at any other facility, location, or other site; (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (bvi) the Company has not received any demandwritten notice or written request for information, claim or notice of claim, demand or notification that it is or may be potentially responsible with respect to any investigation or Remedial Action relating to Hazardous Materials, and to the Company’s Knowledge, the Company has not been designated a potentially responsible party for Remedial Action, in connection with any Owned Real Property or Leased Real Property, with respect to the Business, at any other facility, location, or other site; (vii) except for such use or storage of Hazardous Material as is incidental to the conduct of the Business, which use and storage is or has been in compliance with Environmental Laws in all respects, and which use and storage has not caused any condition in violation of Environmental Laws or that requires Remedial Action, no Owned Real Property or Leased Real Property has been used by the Company for the storage, treatment, generation, processing, production or disposal of any Hazardous Material or as a landfill or other waste disposal site in violation of any Environmental Laws and Law; (cviii) underground storage tanks are not presently located on or under any Owned Real Property or Leased Real Property or, to the knowledge Company’s Knowledge, in connection with the Business at any other facility, location or other site; (ix) with the exception of any claim not yet served upon or otherwise asserted against the Company by a Person not a party to this Agreement, there are no pending or unresolved claims against the Company or the Business for investigatory costs, cleanup, removal, remedial or response costs, or natural resource damages arising out of any Releases or threat of Release of any Hazardous Material at any Owned Real Property or Leased Real Property or, with respect to the Business or at any other facility, location or other site; (x) no polychlorinated biphenyls (“PCBs”) or asbestos-containing materials are located at or in any Owned Real Property or Leased Real Property, or, to the Company’s Knowledge, with respect to the Business at any other facility, location or other site, in violation of Environmental Laws or which require Remedial Action; (xi) no assets of the Company have come to be located at any site that is within a designated study area or that is listed or formally proposed for listing under CERCLA or, to the Knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation Response Corporation and Liability Act of 1980, as amended Information System (“CERCLACERCLIS”), or any comparable state law, ; and (vixii) no property or facility to the Knowledge of the Company (awhich, for purposes of this Section 3.2(u)(iii) is listed oronly, to shall include the actual knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is individuals listed in the Comprehensive Environmental Responsedefinition of “Knowledge of the Company” only, Compensationwithout any reasonable inquiry), Liability Information System List promulgated pursuant and apart from any facts and circumstances covered solely by representations made in Section 3.2(u)(i)-(xi), there are no facts or circumstances relating to CERCLA, environmental matters concerning the Owned Real Property or on any comparable list maintained the Leased Real Property or the Business that are reasonably likely to lead to the assertion by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under third person of any facility owned, operated, leased or controlled by environmental Liabilities in the future against the Company or have been Released atthe Buyer. Except as set forth in this Section 3.2(u), on no representations or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, warranties are being made with respect to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyEnvironmental Laws.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company The Corporation has conducted, and is conducting, its business in compliance in all material respects with and not subject to any known liability under applicable Environmental Laws (as defined below), Laws. (ii) None of the Company properties owned or leased by the Corporation has made been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all filings and provided material respects with all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, . (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company The Corporation has not received any demand, claim caused or notice of violation permitted the release of any Hazardous Substances at, in, on, under or from any property owned or leased by it except in compliance in all material respects with all Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, Laws. (iv) no Lien All Hazardous Substances handled, recycled, disposed of, treated or restriction has been recorded under stored on or off-site of any Environmental Law with respect to any assets, facility of the properties owned or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or Corporation have been Released athandled, on or under any facility ownedrecycled, operateddisposed of, leased or controlled by the Company (except as may be allowed by permit) treated and stored in material compliance with all Environmental Laws and, to the knowledge of the CompanyCorporation, none there are no Hazardous Substances at, in, on, under or migrating from any of the facilities ownedaforementioned properties except in material compliance with all Environmental Laws. (v) The Corporation is in possession of all required environmental approvals (all of which are being complied with in all material respects) required to own, operatedlease, operate, develop and exploit the properties (as and when acquired) and conduct its business as it is now being conducted. (vi) No environmental, reclamation or abandonment obligation or work orders or other liabilities presently exist with respect to any portion of the properties owned or leased or controlled by the Company are adversely affected Corporation and, to the knowledge of the Corporation, there is no basis for any such obligations or liabilities to arise in the future as a result of any activity on any of these properties owned or leased by the Corporation. (vii) The Corporation has not received from any Person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, liability or potential liability arising under any Environmental Law that is pending which would be likely to result in any material action being taken by any Release of Hazardous Materials originating Governmental Authority or emanating from any other propertyPerson.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is Except as set forth in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) Schedule 12 to the knowledge of the CompanyVendor none of the Lands, there Owned Properties or Leased Properties have ever been used by any Person as a landfill site, a waste disposal site or as a location for the disposal (as such term is customarily used under applicable Colombian Law) of Hazardous Substance or waste and has ever had urea formaldehyde foam insulation, asbestos, PCB waste, radioactive substances or aboveground or underground storage vessels, active or abandoned, located thereon. (ii) Except as set forth in Schedule 12, to the knowledge of the Vendor and the Corporations, none of the Corporations has been required by any Governmental Entity to: (A) alter the Lands, Owned Properties or Leased Properties in a material way in order to be in compliance with Environmental Laws; (B) remove any material from any of the Lands, Owned Properties or Leased Properties; or (C) perform any remedial studies, investigations, closure, decommissioning, rehabilitation, restoration and post-remedial studies, investigations or monitoring on about or in connection with any of the Lands, Owned Properties or Leased Properties. (iii) Except as set forth in Schedule 12, to the knowledge of the Vendor, no Proceeding, notice or demand letter or request for information threatened against Environmental Law limits the Company under production rates of any Environmental Law, Asset of the Corporation. (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assetsExcept as set forth in Schedule 12, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility none of the Company (a) is listed Lands, Owned Properties or Leased Properties or, to the knowledge of the CompanyVendor any other property formerly owned or leased by or under the charge, management or control of the Corporations, is listed or is proposed for listing on the National Priorities any Governmental List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, and to the knowledge of the CompanyVendor, none of the facilities ownedCorporations or any Person acting on its behalf has transported or arranged for the transportation of any Hazardous Substance (except for those substances ordinarily connected with the drilling and operation of oil and gas ▇▇▇▇▇) to, operated, leased or controlled by the Company are adversely affected by disposed (as such term is customarily used under applicable Colombian Law) of any Release of Hazardous Materials originating Substance present at any location which is on a Governmental List or emanating from any other propertywhich is proposed for listing on a Governmental List.

Environmental. Except as to the extent that any violations or other matters referred to in this subparagraph does not, and would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Angle Group (taken as a whole) (and in the case of properties for which Angle is not the operator, to Angle's knowledge, to : (i) to the Company best of its knowledge Angle is not in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under violation of any applicable Environmental Laws; (ii) to the best of its knowledge Angle has operated its business at all times and has received, each handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws; (iii) to the best of its knowledge there have been no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems by Angle, or on or underneath any location which is or was currently or formerly owned, leased or otherwise operated by Angle, that have not been fully remediated; (iv) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of Angle which Angle has notice; (v) Angle has not failed to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law; (vi) Angle holds all Environmental Approvals required in connection with the operation of its business and the ownership and use of such assets, all Environmental Approvals are in full force and effect, and Angle has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws or Environmental Approvals, or that any Environmental Approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and (iii) (avii) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of Angle, threatened claims, liens or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the Company, proposed for listing on the National Priorities List under CERCLA properties of Angle currently or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility formerly owned, operatedleased, leased operated or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyotherwise used.

Environmental. (a) Environmental Requirements: Except as would notdisclosed to the Lender in writing on or prior to the date of this Agreement, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Borrower: (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made obtained all filings and provided all notices authorisations required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental LawsRequirements, each of which such authorisation is in full force and effect, all conditions of each such authorisation have been complied with and the Borrower has not received any written notice indicating that any such authorisation is likely to be terminated, revoked, suspended or cancelled; (ii) has duly performed and observed all applicable requirements under Environmental Requirements; and (iii) has not received a notice of breach of any applicable Environmental Requirement. (ab) With respect to the Project and the Borrower and except as disclosed to the Lender in writing on or prior to the date of this Agreement: (i) there is no existing non-compliance with any Environmental Requirement; (ii) the Borrower has not at any time generated, used, treated, recycled, stored on, transported to or from or released at, on, under or from the Project any Hazardous Substance; (iii) there are not now and never have been any underground storage tanks located at the Project or the Sites; (iv) there are no asbestos contained in or forming part of, or contaminating any part of, the Project or the Sites; (v) there are no polychlorinated biphenyls used, stored or located at, or contaminating any part of the Project or the Sites; and (vi) there is no evidence of soil or groundwater contamination associated with any part of the Project or the Sites, other than those which have been disclosed in writing to the Lender on or prior to the date of this Agreement. (c) Save for any Environmental Claim in existence as of the date of this Agreement and which has been disclosed in writing by the Borrower to the Lender prior to the date of this Agreement, in relation to the Project or the Borrower, there are no current, pending Proceedings or threatened material Environmental Claims or material complaints relating to environmental matters or any other event or circumstance relating any environmental matter. (d) All information relating to the Project contained in any document submitted by the Borrower or any person on the Borrower’s behalf to any Governmental Authority in connection with any environmental matter was true, complete and accurate in all material respects at the time of submission and no such document omitted any information the omission of which would have made such document misleading in any material respect. (e) The Borrower has put in place, the requisite mechanisms and policies to record, report on and respond to complaints or issues arising from or relating to any environmental matter. (f) There are no facts, circumstances, conditions or occurrences regarding the Project that could reasonably be expected to: (i) form the basis of an Environmental Claim with respect to any Environmental Laws affecting the Companydevelopment, (b) the Company has not received any demandconstruction, claim ownership or notice of violation of any Environmental Laws and (c) to the knowledge operation of the CompanyProject, there is no Proceeding, notice or demand letter or request for information threatened against the Company Project or the Borrower; or (ii) cause the Project to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental LawRequirement, (iv) no Lien or restriction has other than those which have been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, disclosed in writing to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, Lender on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, prior to the knowledge date of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertythis Agreement.

Environmental. (a) (i) Each of the Company Group has complied and is in compliance in all material respects with all applicable Environmental Laws and (ii) none of the Company Group has received any notice of any obligation, liability, order, settlement, judgment, injunction or decree relating to or arising under Environmental Laws, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to the Knowledge of the Company, threatened) against or affecting the Company Group, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity; in each case, arising under Environmental Law. No facts, circumstances or conditions exist with respect to any of the Company Group that would, individually or in the aggregate, have or reasonably be expected to have a Company MAE. (b) The Company has made available to Parent and Newco complete and correct copies of all environmentally related audits, studies, reports, analyses and results of investigations that relate to currently or previously owned, leased or operated properties of any of the Company Group and are in the possession, or under the control, of any of Company Group. (c) Except as to the extent the following would not, individually or in the aggregate, have or reasonably be expected to have give rise to Environmental Liabilities resulting in a Material Adverse EffectCompany MAE, there is not now, nor has there been in the past, on, in or under any real property currently or previously owned, leased or operated by any of the Company Group or any predecessor thereof: (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below)underground storage tanks, above-ground storage tanks, dikes or impoundments; (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, asbestos-containing materials; (iii) any polychlorinated biphenyls; (aiv) there are no pending Proceedings with respect any radioactive substances; or (v) any other substance that would give rise to any liabilities or investigative, corrective or remedial obligations pursuant to any Environmental Laws affecting the Company, Laws. (bd) the Company has not received any demand, claim or notice For purposes of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.this Agreement:

Environmental. Except as would not, individually or set forth in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) Schedule 5.17: (a) there are no Actions pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge Knowledge of the such Seller, threatened before any Governmental Authority against any such Subject Company or its Subsidiaries (if any) relating to any violation or breach of, or material liability under, any Environmental Laws with respect to such Subject Company, proposed for listing on the National Priorities List under CERCLA ’s or its Subsidiaries’ ownership or operation of any state list of hazardous substance sites requiring cleanup, Asset; (b) is listed neither such Seller nor such Subject Company or its Subsidiaries (if any) has entered into any agreements, consents, Orders, decrees or judgments with any Governmental Authorities based on any prior violations of Environmental Laws by such Subject Company or its Subsidiaries, in each case, that relate to the Comprehensive Environmental Responseuse of the Assets and that require any material Remediation; (c) neither such Seller nor such Subject Company or its Subsidiaries (if any) has received any written notice, Compensationreports, Liability Information System List promulgated pursuant order or directive from any Governmental Authority or other Person relating to CERCLAa material violation of, or on material liability under, Environmental Laws, including any comparable list maintained of the foregoing asserting that any of the Assets owned or operated by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the such Subject Company or have been Released atits Subsidiaries is the subject of any material Remediation, on removal, clean-up, response action, enforcement action or under Order regarding any facility owned, operated, leased material actual or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased alleged presence or controlled by the Company are adversely affected by any Release of Hazardous Materials originating Substances that has not been finally resolved. (d) each Subject Company and its Subsidiaries (if any) is, and for the last five (5) years has been, in compliance in all material respects with Environmental Laws, which compliance includes and for the last five (5) years has included obtaining, maintaining and complying in all material respects with all permits, licenses, approvals and other authorizations required under Environmental Law; (e) to the Knowledge of such Seller, there has been no Release, treatment, storage, disposal or emanating from arrangement for the disposal, transportation or handling of, exposure to, or ownership or operation of any property or facility contaminated by, any Hazardous Substances that has or would give rise to a material liability of any Subject Company or its Subsidiaries (if any) under Environmental Laws; (f) the Subject Companies and their Subsidiaries have not assumed, undertaken, provided an indemnity with respect to or otherwise become subject to the material liability of any other propertyPerson under Environmental Laws or relating to Hazardous Substances; and (g) as of Closing, such Seller and such Subject Companies have made available to Purchaser copies of all material environmental reports, audits and assessments related to current or former properties, facilities or operations of the Subject Companies or their Subsidiaries and the Assets.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all any applicable Environmental LawsLaw, and has, and is in compliance with, all permits required under any applicable Environmental Laws, Laws and each of which them is in full force and effect, (iii) (a) there are is no pending Proceedings with respect to any Environmental Laws affecting the Companycivil, criminal or administrative action, or pending hearing or suit, (b) the Company has not received any demand, claim claim, or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceedinginvestigation, proceeding, notice or demand letter or request for information threatened against the Company in the case of (a), (b) and (c), under any Environmental Law, (iv) no Lien lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”"), or any comparable state law, (vi) no property or facility of the Company is (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, is (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority. For purposes of this Agreement, "Environmental Laws" means all applicable federal, state and local laws or regulations, codes, orders, decrees, judgments or injunctions issued, promulgated, approved or entered thereunder, relating to pollution or protection of public or employee health and safety or the environment, including, without limitation, laws relating to (viii) no emissions, discharges, releases or threatened releases of Hazardous Materials are being released (as defined below) atinto the environment (including, on without limitation, ambient air, surface water, ground water, land surface or under subsurface strata), (ii) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of Hazardous Materials, and (iii) underground and above ground storage tanks and related piping, and emissions, discharges, releases or threatened releases therefrom. The term "Hazardous Material" means (a) any facility owned"hazardous substance," as defined in the Comprehensive Environmental Response, operatedthe Resource Conservation and Recovery Act, leased or controlled as amended, (b) any "hazardous waste," as defined by the Company Resource Conservation and Recovery Act, as amended, (c) any petroleum or have been Released atpetroleum product, on (d) any polychlorinated biphenyl and (e) any pollutant or under any facility ownedcontaminant or hazardous, operateddangerous or toxic chemical, leased material, waste or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertysubstance.

Environmental. (a) Except as would not, individually or set forth in Schedule 3.13 of the aggregate, reasonably be expected to have a Material Adverse Effect, Company Disclosure Letter: (i) the operations of the Company is and its Subsidiaries comply in compliance all material respects with and not subject to any known liability under all applicable Environmental Laws (as defined below), Laws; *CONFIDENTIAL TREATMENT REQUESTED (ii) the Company has made and its Subsidiaries have obtained all filings environmental, health and provided all notices required under all applicable Environmental Lawssafety Permits necessary for their operation, and has, all such Permits are in good standing and is the Company and its Subsidiaries are in compliance with, in all permits required under any applicable Environmental Laws, each material respects with all terms and conditions of which is in full force and effect, such permits; (iii) (a) there are no pending Proceedings with respect none of the Company and its Subsidiaries nor any of their past or present operations or properties is subject to any Environmental Laws affecting the Companyon-going investigation by, order from or agreement with any Person respecting (bA) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (B) any Remedial Action or (C) any Claim arising from the Release or threatened Release of a Contaminant into the environment; (iv) no Lien the Company and its Subsidiaries are not subject to any Order alleging or restriction has been recorded addressing a violation or liability under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, Law; (v) the Company has not received notice that it has been identified as and its Subsidiaries have not: (A) reported a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act Release of 1980, as amended (“a hazardous substance pursuant to Section 103(a) of CERCLA”), or any comparable state lawequivalent; (B) filed a notice pursuant to Section 103(c) of CERCLA; (C) filed notice pursuant to Section 3010 of RCRA indicating the generation of any hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; or (D) filed any notice under any applicable Environmental Law reporting a substantial violation of any applicable Environmental Law; (vi) no property or facility of the Company (a) there is listed ornot now, nor to the knowledge Knowledge of the Company, proposed for listing has there ever been, on the National Priorities List or in any Company Property: (A) any treatment, recycling, storage or disposal of any hazardous waste, as that term is defined under CERCLA 40 CFR Part 261 or any state list of hazardous substance sites requiring cleanupequivalent, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated that requires or required a Permit pursuant to CERCLA, Section 3005 of RCRA; or (B) any underground storage tank or on any comparable list maintained by any state surface impoundment or local governmental authority, landfill or waste pile; (vii) no Hazardous Materials are being released (as defined below) at, there is not now on or under in any facility ownedCompany Property any polychlorinated biphenyls (PCB) used in pigments, operatedhydraulic oils, leased electrical transformers or controlled by other equipment; *CONFIDENTIAL TREATMENT REQUESTED (viii) neither the Company not any of its Subsidiaries have received any notice or have been Released at, claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant; (ix) no Environmental Encumbrance has attached to any Company Property; and (x) any asbestos-containing material which is on or under part of any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, Property is in good repair according to the knowledge of the Companycurrent standards and practices governing such material, none of the facilities owned, operated, leased and its presence or controlled by the Company are adversely affected by condition does not violate any Release of Hazardous Materials originating or emanating from any other propertycurrently applicable Environmental Law.

Environmental. (a) Except as would disclosed in Section 3.9 of the Disclosure Schedule, Seller has not, individually and to Seller's best knowledge, no other person has, released, placed, stored, buried or dumped any Hazardous Substances or other wastes produced by, or resulting from any business, commercial or industrial activity, operation or process, on, beneath, or adjacent to the Real Property (or any other property or facility formerly owned, operated or leased by Seller) except for Hazardous Substances and inventories or such substances to be used or generated therefrom in the aggregateordinary course of business of Seller (which Hazardous Substances, reasonably inventories and wastes, if any, were and are stored or disposed of in accordance with applicable laws and regulations and in a manner that there has been no release of any such substances into the environment). (b) The technical equipment included in the Personal Property does not contain any Hazardous Substances, including any Polychlorinated Biphenyls ("PCBs") that are required by law to be expected removed, and if any equipment does contain Hazardous Substances that are not required by law to have a Material Adverse Effectbe removed, (i) the Company including any PCBs, that such equipment is stored and maintained in compliance with and not subject to any known liability under applicable Environmental Laws law. (as defined below), (iic) the Company Seller has made all filings and provided all notices required under all applicable Environmental Laws, and hascomplied, and is in compliance withcompliance, in all permits required under any material respects with all federal, state and local environmental laws, rules and regulations applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of Station and its operations, and the CompanyStation Assets, there is no Proceedingincluding but not limited to (i) all orders, decrees, judgments, plan, notice or demand letter issued, entered, promulgated or request for information threatened approved thereunder, and (ii) the Commission's guidelines regarding radio frequency radiation. (d) Except as disclosed in Section 3.9 of the Disclosure Schedule, the operations and activities of the Station and the Station Assets have complied and are in compliance in all material respects with all applicable federal, state and local laws and regulations. (e) Except as disclosed in Section 3.9 of the Disclosure Schedule, no release or cleanup has occurred at the Real Property (or any other property or facility formerly owned, operated or leased by Seller) which could result in the assertion or creation of a lien on the Station Assets by any governmental body or agency with respect thereto, nor to the Seller's best knowledge has any assertion of a lien been made by any governmental body or agency with respect thereto. (f) Except as disclosed in Section 3.9 of the Disclosure Schedule, no employee of Seller in the course of his or her employment with Seller has been exposed to any Hazardous Substances or other substances generated, produced or used by Seller which could give rise to any claim against the Company under any Environmental LawStation Assets. (g) To the extent within Seller's possession or control, Seller has heretofore delivered to Buyer true and complete copies of all (i) environmental studies relating to the Real Property, and (ii) all material reports of inspection of the Station and/or the Station Assets pursuant to applicable federal, state and local laws and regulations. (h) Except as disclosed in Section 3.9 of the Disclosure Schedule, the Real Property does not contain any: (i) underground storage tanks, (ii) asbestos, (iii) PCBs, (iv) underground injection ▇▇▇▇▇, or (v) septic tanks in which process waste water or any Hazardous Substances have been disposed and no Lien such tanks, asbestos, equipment, ▇▇▇▇▇ or restriction has septic tanks have been recorded under removed from any Environmental Law of the Real Property. (i) Except as disclosed in Section 3.9 of the Disclosure Schedule, with respect to Seller and the Real Property (or any assets, other property or facility or property formerly owned, operatedoperated or leased by Seller), leased there are no past or controlled by present (or, to Seller's best knowledge, future) events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance with any environmental laws as in effect on the Companydate hereof or with any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, or which may give rise to any common law or legal liability under any environmental laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, place of disposal, transport or handling, or the release or threatened release into the indoor or outdoor environment at or from the Real Property, or any Hazardous Substances. (vj) Except as set forth in Section 3.9 of the Company Disclosure Schedule, Seller has not received any notice or order from any governmental agency or private or public entity advising it that it has been identified as a Seller is responsible for or potentially responsible party under for cleanup or paying for the Comprehensive Environmental Response, Compensation and Liability Act cost of 1980, as amended (“CERCLA”), cleanup of any Hazardous Substances or any comparable state lawother wastes or substances, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or and Seller has not entered into any state list of hazardous substance sites requiring agreements concerning such cleanup, nor is Seller aware of any facts which might reasonably give rise to such notice, order or agreement. (bk) is listed in Seller has not entered into any agreement that may (l) As used herein, the Comprehensive Environmental Responseterm "Hazardous Substances" shall mean all materials, Compensationsubstances, Liability Information System List promulgated pursuant to CERCLAoils, or on any comparable list maintained pollutants, contaminants and wastes regulated by any state applicable federal, state, local or local governmental authorityforeign laws relating to pollution or protection of human health or the environment (including, (vii) no Hazardous Materials are being released (as defined below) atwithout limitation, on ambient air, surface water, ground water, land surface or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertysubsurface strata).

Environmental. Except as would notset forth on Schedule 3.18, individually or in the aggregatesince February 28, reasonably be expected to have a Material Adverse Effect2007: (a) Each Acquired Entity has been, (i) the Company and is currently, in compliance in all material respects with all applicable Environmental Laws. (b) The Acquired Entities have received no written notice regarding and not no Action is pending nor, to the Company’s Knowledge, Threatened against any Acquired Entity with respect to non-compliance with or Liability under Environmental Laws or with respect to Hazardous Materials. None of the Acquired Entities is subject to any known liability Order with respect to matters under Environmental Laws as to which there are outstanding obligations. (c) All material permits required under applicable Environmental Laws for the operation of the business of the Acquired Entities (as defined below), (ii“Environmental Permits”) the Company has made all filings have been obtained and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is are in full force and effect, and no Acquired Entity has received notice that any Governmental Authority intends to revoke, modify or terminate any such environmental permits. (iiid) (a) there are There has been no pending Proceedings disposal or Release by or at the direction of any Acquired Entity of any Hazardous Materials on, at, or under any current or former property owned or operated by any Acquired Entity, or at any offsite disposal location, except in material compliance with respect Environmental Laws and as would not reasonably be expected to result in material liability to any Acquired Entity pursuant to any Environmental Laws affecting Law. (e) None of the CompanyAcquired Entities has treated, (b) stored, disposed of, arranged for or permitted the Company has not received disposal of, transported, handled, or released any demand, claim or notice of Hazardous Material in material violation of any Environmental Laws and Laws, or which could reasonably be expected to result in or give rise to Liability of any Acquired Entity, or require a cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law. (cf) to To the knowledge Knowledge of the Company, there is no Proceedingsumps, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)lagoons, or any comparable state law, (vi) no property aboveground or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no underground storage tanks containing Hazardous Materials are being released (as defined below) or have been, located at, on or under the properties owned or operated by any facility ownedAcquired Entity. (g) The Company has provided the Buyer with access to copies of all environmental assessments, operatedaudits, and reports with a material bearing on the environmental condition of any real property leased or controlled operated by the Company any Acquired Entity or have been Released atnon-compliance with or Liability of any Acquired Entity under Environmental Law, on copies of material Environmental Permits, and material documents filed in any civil, administrative or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) andcriminal proceeding pending or, to the knowledge Knowledge of the Company, none threatened against any Acquired Entity, in each case in the possession or reasonable control of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyCompany.

Environmental. (a) Except as would notset forth in Schedule 5.18(a), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and the Predecessor thereof, are, and always have been, in compliance with Environmental Laws. (b) Except as set forth in Schedule 5.18(b), the Company possesses and is in compliance with and not subject all Permits relating to any known liability under applicable the Environmental Laws (necessary to conduct its business as defined below), (ii) the Company has made all filings presently conducted and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim written communication to or notice from any Governmental Authority or any other Person arising out of violation of or in connection with any Environmental Laws and non-compliance or potential liability related to Hazardous Substances. (c) to Except as set forth in Schedule 5.18(c), the knowledge operations of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under have not resulted in any Environmental Law, (iv) no Lien or restriction has been recorded under release of Hazardous Material on any Environmental Law with respect to any assets, facility or property owned, operated, Real Property currently leased or controlled by the Company. (d) Except as set forth in Schedule 5.18(d), (v) the Company has does not received notice that it has been identified as a potentially responsible party own or operate any underground storage tanks regulated under the Comprehensive Environmental ResponseLaws. (e) No wastes generated by the Company or the Predecessor thereof have been sent, Compensation and Liability Act of 1980transferred, as amended (“CERCLA”)transported to, treated, stored, or disposed of at any comparable state lawproperty that does or may require investigation or clean-up, (vi) no property including any site listed or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities Priority List under promulgated pursuant to CERCLA or to any site listed on any state list of hazardous substance sites requiring cleanupor recommended for investigation or clean-up. (f) There is, (b) and has been, no environmental audit, investigation, inspection, report, sampling report, remediation report or other report conducted by or on behalf of the Company or any Predecessor thereof or by any Governmental Entity or other third party of or related to the environmental condition of the property that is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLAcurrently, or on any comparable list maintained by any state or local governmental authorityhas been, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operatedleased, leased operated or controlled used by the Company or have any Predecessor thereof, which has not been Released at, on or under any facility owned, operated, leased or controlled by made available to Buyer prior to the date hereof (g) The representations and warranties contained in this Section 5.18 are the sole representations and warranties of the Seller and the Company (except as may be allowed by permit) and, relating to the knowledge of the Company, none of the facilities owned, operated, leased Environmental Laws or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyenvironmental matters.

Environmental. Except as would not, individually or set forth in the aggregate, reasonably be expected to have a Material Adverse EffectSchedule 4.1(p), (i) each of the Company and its Subsidiaries is and has been in compliance with all applicable Laws relating to the environment, human health and not subject safety, pollutants, contaminants, wastes or chemicals or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or materials (collectively, “Environmental Laws”) and have obtained and are in compliance with all Permits required for the operation of the Company or its Facilities and relating to any known liability under applicable Environmental Laws (as defined below), Laws; (ii) none of the Company or any of its Subsidiaries has made all filings and provided all received notice of or is the subject of any actions, causes of action, claims, investigations, demands, proceedings, complaints or notices required by any person alleging liability under all applicable or non-compliance with or relating to any Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, Law; (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the CompanyHazardous Substance has been disposed of, (b) released or discharged by the Company has not received any demandor its Subsidiaries at, claim on, under or notice of violation of any Environmental Laws and (c) to within the knowledge currently owned, leased or operated real property of the Company, there is no Proceeding, notice Company or demand letter or request for information threatened against the Company under any Environmental Law, its Subsidiaries; (iv) no Lien polychlorinated biphenyls, radioactive material, lead, asbestos-containing material, incinerator, sump, surface impoundment, lagoon, landfill, septic, wastewater treatment or restriction has been recorded other disposal system or underground storage tank (active or inactive) is present at, on or under any Environmental Law with respect to any assets, facility or property owned, operatedleased or operated by the Company or any Subsidiary which were under the control of or in existence as a result of actions by the Company or any Subsidiary; (v) no property owned, leased or controlled operated by the Company, (v) Company or any Subsidiary nor any property to which the Company has not received notice that it has been identified or any Subsidiary has, directly or indirectly, transported or arranged for the transportation of any Hazardous Substances is listed or, to Seller’s Knowledge, proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as a potentially responsible party under defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)amended, and any rules or regulations promulgated thereunder) or on any comparable similar federal, state law, or foreign list of sites requiring investigation or clean up; (vi) neither the Company nor any Subsidiary owns, leases or operates or has owned, leased or operated any property in New Jersey or Connecticut; (vii) there are no Environmental Liabilities; and (viii) there has been no environmental investigation, study, audit, test, review or other analysis conducted of which Seller has knowledge in relation to the current or prior business of the Company or any Subsidiary or any property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA now or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility previously owned, operated, leased or controlled operated by the Company or have any Subsidiary which has not been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, delivered to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyParent.

Environmental. (a) Except as would notto the extent that any of the following, individually or in the aggregate, reasonably be expected to have would not result in a Material Adverse Effect, Effect on the Company (i) the Company is in compliance and its subsidiaries comply and have complied with and not subject to any known liability under all applicable Environmental Laws (as defined below), (ii) no Hazardous Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the properties currently owned, leased, operated or otherwise used by the Company has made all filings and provided all notices required under all applicable Environmental Lawsor its subsidiaries (including soils, and hasgroundwater, and is in compliance withsurface water, all permits required under any applicable Environmental Laws, each of which is in full force and effectbuildings or other structures), (iii) no Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the properties formerly owned, leased, operated or otherwise used by the Company or its subsidiaries during the period of ownership, lease, operation or use by Company or its subsidiaries, (aiv) there are no pending Proceedings with respect neither the Company nor any subsidiary is subject to any Environmental Laws affecting the Companyliability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (bv) neither the Company nor any subsidiary has not received any notice, demand, letter, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against alleging that the Company or any subsidiary is or may be in violation of or liable under any Environmental Law, (ivvi) no Lien or restriction has been recorded under neither the Company nor any Environmental Law with respect subsidiary is subject to any assetsorder, facility decree, injunction or property other directive of any governmental authority or is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vii) there are no circumstances or conditions involving the Company and its subsidiaries, any assets (including real property) or businesses previously owned, operatedleased, leased operated or controlled otherwise used by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)or its subsidiaries, or any comparable state lawof the assets (including real property) or businesses of any predecessors of Company or its subsidiaries that could reasonably be expected to result in any damages or liabilities to the Company or any subsidiary arising under or pursuant to Environmental Law or in any restriction on the ownership, (vi) no property use or facility transfer of any of the assets of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, subsidiary arising under or pursuant to any Environmental Law. (b) As used herein, the term "Environmental Law" means any international, national, provincial, regional, federal, state, municipal or local law, regulation, order, judgement, decree, permit, authorization, opinion, common or decisional law (including, without limitation, principles of negligence and strict liability) or agency requirement relating to the protection, investigation or restoration of the environment (including, without limitation, natural resources) or the health or safety of human or other living organisms, including, without limitation, the manufacture, introduction into commerce, export, import, handling, use, presence, disposal, release or threatened release of any Hazardous Substance or noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property. (c) As used herein, the term "Hazardous Substance" means any element, compound, substance or other material (including any pollutant, contaminant, hazardous waste, hazardous substance, chemical substance, or product) that is listed in the Comprehensive Environmental Responselisted, Compensation, Liability Information System List promulgated classified or regulated pursuant to CERCLAany Environmental Law, including, without limitation, any petroleum product, by-product or on any comparable list maintained by any state additive, asbestos, presumed asbestos-containing material, asbestos-containing material, medical waste, chloroflourocarbon, hydrochloroflourocarbon, lead-containing paint or local governmental authorityplumbing, (vii) no Hazardous Materials are being released (as defined below) atpolychlorinated biphenyls, on radioactive material or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyradon.

Environmental. Except as would notset forth in Schedule 4.15: (a) To Seller’s knowledge, individually the Assets that are operated by Seller or in its Affiliates, and to Seller’s knowledge, the aggregateAssets operated by third-party operators, reasonably be expected to have a Material Adverse Effect, (i) the Company is are in compliance with Environmental Laws in all material respects (other than any non-compliance that has been previously cured or otherwise resolved in accordance with applicable Environmental Laws); (b) To Seller’s knowledge, during the past twelve (12) months, there has been no release of Hazardous Substances on or from the Assets operated by Seller or its Affiliates, or to Seller’s knowledge from any Asset not operated by Seller or its Affiliates, for which there are material investigative or remediation obligations under Environmental Laws and for which remedial or corrective action has not subject been taken pursuant to any known liability Environmental Laws or that has not been previously cured or otherwise resolved in accordance with applicable Environmental Laws; (c) Seller and, to Seller’s knowledge, each third-party operator of the Assets, has obtained and is maintaining in full force and effect (and, to the extent applicable, has timely filed applications to renew) all permits, certificates, licenses, approvals, and authorizations under applicable Environmental Laws required or necessary for its ownership or operation of the Assets as currently owned and operated by Seller, the applicable third-party operator and their respective Affiliates (as defined belowthe “Environmental Permits”), (ii) the Company has made in all filings and provided all notices required under all applicable Environmental Lawsmaterial respects, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or written notice of violation of the terms of such permits, certificate, licenses, approvals, and authorizations has been received by Seller or its Affiliates or, to Seller’s knowledge, any third-party operator, the resolution of which is outstanding as of the Execution Date; (d) Neither Seller nor any of its Affiliates has entered into and the Assets operated by Seller or its Affiliates are not subject to, and to Seller’s knowledge, no third-party operator has entered into, and the Assets operated by any third party are not subject to, any agreements, consents, orders, decrees or judgments of any Governmental Authority, that are in existence as of the Execution Date, that are based on any Environmental Laws and (c) that relate to the knowledge current or future use, ownership or operation of any of the CompanyAssets; (e) Neither Seller nor any of its Affiliates, there is and to Seller’s knowledge, no Proceedingthird-party operator, has received as of the Execution Date written notice from any Person of (i) any material violation of, alleged material violation of or demand letter or request for information threatened against the Company under material non-compliance with any Environmental LawLaws relating to the Assets or (ii) any release or disposal of any Hazardous Substance concerning any land, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assetsfacility, facility asset or property ownedincluded in the Assets, operatedin each case, leased or controlled by the Company, (v) the Company that has not received notice been previously cured or otherwise resolved to the satisfaction of the relevant Governmental Authority and for which Seller or its Affiliates, and to Seller’s knowledge any third-party operator, has no further material obligations outstanding; and (f) Copies of all final written reports of environmental site assessments and/or compliance audits by a Third Party on behalf of Seller or any of its Affiliates or that it has are otherwise in Seller’s or any of its Affiliates’ possession or control, in each case, that have been identified as a potentially responsible party under prepared in the Comprehensive three (3) years prior to the Execution Date have been, in each case, provided or made available to Purchaser prior to the Execution Date. (g) This Section 4.15 constitutes Seller’s sole representation and/or warranty regarding the environmental condition of the Assets (or the Assets’ compliance with Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)Law) or Seller’s compliance with, or any comparable state lawviolation of, (vi) no property or facility of Environmental Laws regarding the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyAssets.

Environmental. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, set forth on Schedule 4.16: (i) the Company is and its Subsidiaries are and have been in compliance with and not subject to any known liability under applicable all Environmental Laws (as defined below), Laws; (ii) neither the Company nor any of its Subsidiaries has made all filings and provided all notices required under all applicable received any notice alleging that they are not in such compliance with Environmental Laws; (iii) there has been no unpermitted treatment, storage, disposal or release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company or its Subsidiaries which release could reasonably be expected to give rise to any liability of the Company or its Subsidiaries; (iv) no Hazardous Substances are present in, on, about or migrating to or from any real property that could be expected to give rise to an action under Environmental Laws against the Company or its Subsidiaries; (v) there have been no Hazardous Substances generated by the Company or its Subsidiaries that have been disposed of at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste release sites published by any governmental authority in or outside of the United States; and (vi) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or PCB-containing equipment used or stored on, and hasno hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company or its Subsidiaries, except for any of the foregoing in compliance with Environmental Laws. For purposes of this Section 4.16, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (i) releases or threatened release of Hazardous Substance; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances. The Company and each of its Subsidiaries have obtained, and is are in compliance with, all permits Authorizations required under by any applicable Environmental Laws, each of which is . All such Authorizations are valid and in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim effect and none of such Authorizations will be terminated or notice of violation of any Environmental Laws and (c) to the knowledge impaired or become terminable as a result of the Companytransactions contemplated by this Agreement or the other Closing Documents. The Company and each of its Subsidiaries have been, there is no Proceedingand are currently, notice or demand letter or request for information threatened against the Company under any in compliance with all Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyLaws.

Environmental. Except as would notTo the knowledge of Profound: (a) Profound is not in material violation of any applicable federal, individually provincial, municipal or local Laws, regulations, orders, government decrees, ordinances or regulatory approvals with respect to environmental, health or safety matters (collectively, Environmental Laws"); (b) Profound has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all contaminants in material compliance with Environmental Laws; (c) there have been no material spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within Profound's ownership, possession or control, other than those which have been or are in the aggregateprocess of being rectified, on any of the real property owned or leased by Profound or on any other real property; (d) there have been no material releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within Profound's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systems by Profound; (e) no material orders, directions or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of Profound other than abandonment and reclamation orders, directions or notices issued in connection with the normal course of business; (f) no event, matter, occurrence or circumstance with respect to environmental matters exists which could reasonably be expected to interfere with Profound obtaining any required Regulatory Approvals in respect of its projects or that could have a Material Adverse EffectEffect on Profound; and (g) Profound, (i) as of the Company is in compliance with date hereof, holds all material licences, permits and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits regulatory approvals required under any applicable Environmental LawsLaws in connection with the operation of its business and the ownership and use of its assets and all such licences, each of which is permits and regulatory approvals are in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except as (a) Borrowers covenant and warrant that the Facilities and Borrowers' operations and use of the Facilities will at all times comply with and conform to all Governmental Requirements relating to the environment and to the transportation, distribution, storage, placement, handling, treatment, discharge, manufacture, generation, production, processing, or disposal (collectively "Treatment") or any emissions, discharges, leakage, venting, exposure, releases, or threatened releases (collectively "Release") of pollutants, contaminants, chemicals, waste, waste products, petroleum products, radio-active waste, poly-chlorinated biphenyls, asbestos, or any other industrial, toxic, flammable, corrosive, hazardous, or harmful substances (collectively "Waste") into the environment including, without limitation, ambient air, surface water, ground water, or land (collectively the "Environmental Laws"), except where such failure to comply would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effectmaterial adverse effect on any of the Facilities or any Borrowers. (b) Borrowers further warrant that, except as disclosed in writing to Lender: (i) Borrowers are not aware and have not received notice of any past or present violations by any party, including prior operators or owners, of the Company is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the CompanyFacilities; (ii) Borrowers have obtained all permits, licenses, and authorizations required under the Environmental Laws affecting the Facilities; (iii) no liens arising under the Environmental Laws affect the Facilities or any of the Borrowers; (iv) Borrowers do not have any liability for the Treatment or Release of Waste in violation of the Environmental Laws; (v) Borrowers and the Facilities are not the subject of any existing, pending, or to Borrowers' knowledge threatened claim, action, or investigation for violations of the Environmental Laws; and (vi) all Waste generated in connection with the operations on the Facilities has been transported, treated, and disposed of in accordance with the Environmental Laws. (c) Immediately upon receipt of any notice from any party of a violation of subsection (a) or if any of the warranties in subsection (b) become false, Borrowers shall fully inform Lender of the Company violation and take all steps required by any Governmental Authority to clean up all contamination related to the Treatment or Release of Waste affecting the Facilities. Without being liable for any discoveries, Lender has the right, but not received the obligation, with prior notice to Borrowers to inspect and monitor Borrowers' compliance with the terms of this Section. (d) Notwithstanding any demandother limitation of liability in this Agreement or any other Loan Documents, claim Borrowers agree to indemnify Lender and its officers, directors, employees, agents, and attorneys against, and to reimburse Lender with respect to, all claims, actions, liabilities, damages, and losses, including claims for bodily injury, property damage, abatement, remediation, and strict liability claims (collectively "Claims"), and all costs and (e) Notwithstanding anything in this Agreement or notice any other Loan Documents to the contrary, the undertakings of violation Borrowers in this Section shall survive the expiration or termination of this Agreement regardless of the means of the expiration or termination; provided, that such indemnification shall not apply to occurrences caused by Lender or arising after foreclosure of the Facilities or other possession of the Facilities by Lender. Specifically, the indemnification in subsection (d) shall run from the actual knowledge of Lender of any Environmental Laws Treatment or Release of Waste or other environmental condition covered by this Section. (f) American Homestar, Oak Creek, and (c) Lender have entered into a letter agreement of even date providing for an escrow deposit for the cleanup of certain environmental issues related to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyFacilities.

Environmental. (a) Except as would notset forth on Schedule 5.16(a), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance and its Subsidiary comply, and the Company, its Subsidiary and their respective predecessors at all times during their existence have complied, with and not subject to any known liability under all applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, . (b) the Company has There is not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed now pending or, to the knowledge of the Company or its Subsidiary, threatened, any action, claim, proceeding or investigation, nor has the Company, proposed for listing on the National Priorities List under CERCLA its Subsidiary, or any state list of hazardous substance sites requiring cleanuptheir respective predecessors received any notice, (b) is listed in claim, demand letter or request for information at any time, alleging that the Comprehensive Environmental ResponseCompany, Compensation, Liability Information System List promulgated pursuant to CERCLAits Subsidiary, or any of their respective predecessors may be or is in violation of, or liable under, any Environmental Law, nor does there exist any basis for any such action, claim, proceeding or investigation. (c) Except as disclosed on any comparable list maintained by any state or local governmental authoritySchedule 5.16(c), (vii) there are no Hazardous Materials are being released Substances (as defined below) at, located on any of the properties currently or under any facility owned, operated, leased formerly owned or controlled operated by the Company, its Subsidiary or any of their respective predecessors (including soil, groundwater and surface features and buildings and structures thereon) (the "Properties"), and none of the Properties contains, or has contained, any underground improvements, including, but not limited to, treatment or storage tanks, sumps, water, gas or oil well▇, ▇▇ associated piping. (d) The Company and its Subsidiary does not have any contingent liability in connection with a Release (as defined below) or have been Released at, on or under threatened Release of any facility owned, operated, leased or controlled by the Company Hazardous Substance at any location. (except as may be allowed by permite) and, to To the knowledge of the Company and its Subsidiary, there are no present or past Environmental Conditions (as defined below) in any way related to the Company, none its Subsidiary, or any of their respective predecessors that have, or may have, individually or in the aggregate, a material adverse effect with respect to any Property or the business or condition of the facilities ownedCompany or its Subsidiary, operatedtaken as a whole. (f) As used herein, leased "Environmental Law" means any federal, state, local or controlled by foreign law, regulation, order, decree, judgment, opinion, common law or binding equitable principle or agency requirement relating to pollution, contamination, wastes, hazardous material or the Company are adversely affected by any Release protection of Hazardous Materials originating the environment, human health or emanating from any other propertysafety.

Environmental. (a) Except as would not, individually or set forth in the aggregateHolding Company Disclosure Memorandum, reasonably be expected to have a Material Adverse Effect, Holding Company: (i) has not caused or permitted, and has no knowledge of any claim regarding the Company is in compliance with and not subject to environmental condition of the property or the generation, manufacture, use, or handling or the release or presence of, any known liability under applicable Environmental Laws Hazardous Materials (as defined below), on, in, under or from any properties or facilities currently owned or leased by Holding Company or adjacent to any properties so owned or leased; and (ii) the Company has complied in all material respects with, and has kept all records and made all filings and provided all notices or reports required under all applicable Environmental Laws, and hasby, and is otherwise in compliance withwith all applicable federal, all state and local laws, regulations, orders, permits required and licenses relating to the generation, treatment, manufacture, use, handling, release or presence of any Hazardous Materials, on, in, under or from any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the properties or facilities currently owned or leased by Holding Company, . (b) Except as set forth in the Holding Company Disclosure Memorandum, neither Holding Company nor any of its officers, directors, employees or agents, in the course of such individual's employment by Holding Company, has given advice with respect to, or participated in any respect in, the management or operation of any entity or concern whose business relates in any way to the generation, storage, handling, disposal, transfer, production, use or processing of Hazardous Materials, nor to Holding Company's knowledge has Holding Company foreclosed on any property on which there is a threatened release of any Hazardous Materials, or on which there has been such a release and full remediation has not received been completed, or any demand, claim property on which contained (non-released) Hazardous Materials are or notice of violation of any Environmental Laws and were located. (c) to Except as set forth in the knowledge of the Holding Company Disclosure Memorandum, neither Holding Company, there nor any of its officers, directors, employees, or agents, is no Proceedingaware of, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under told of, or has observed, the presence of any Environmental Law with respect hazardous substance or Hazardous Materials, on, in, under, or around property on which Holding Company holds a legal or security interest, in violation of, or creating liability under, federal, state, or local environmental statutes, regulations, or ordinances. (d) The term "HAZARDOUS MATERIAL" means any substance whose nature, use, manufacture, or effect render it subject to any assetsfederal, facility state or property ownedlocal regulation governing that material's investigation, operated, leased remediation or controlled by the Company, (v) the Company has not received notice that it has been identified removal as a potentially responsible party threat or potential threat to human health or the environment and includes, without limitation, any substance within the meaning of "HAZARDOUS SUBSTANCES" under the Comprehensive Environmental Response, Compensation and Liability Act Act, 42 U.S.C. ss. 9601, "HAZARDOUS WASTES" within the meaning of 1980the Resource Conservation and Recovery Act, as amended (“CERCLA”)42 U.S.C. ss. 6921, any petroleum product, including any fraction of petroleum, or any comparable state lawasbestos containing materials. However, the term "HAZARDOUS MATERIAL" shall not include those substances which are normally and reasonably used in connection with the occupancy or operation of office buildings (vi) no property or facility of the Company (a) is listed orsuch as cleaning fluids, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed and supplies normally used in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant day to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge day operation of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertybusiness offices).

Environmental. Except as would not(a) To the Knowledge of each Capstead Company, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in compliance with and not subject to any known liability under applicable Environmental Laws no Hazardous Materials (as defined in clause (f) below) have been used, stored or otherwise handled in any manner on, under, in, from or affecting any real property leased, owned or managed by any Capstead Company or in which any Capstead Company has an interest, in each case to the extent it is used or held for use in, related to, or associated with, directly or indirectly (in whole or in part), the Sellers' operation of the Business (ii) any such real property being herein referred to in this Section 2.13 as the "Property"). No Capstead Company has made all filings and, to the Knowledge of any Capstead Company, no prior or current owner or prior occupant of the Property has, used Hazardous Materials on, under, in, from or affecting the Property. (b) To the Knowledge of each Capstead Company, no Hazardous Materials have at any time been released into, stored or deposited over, upon or below the Property, into any water systems on or below the surface of the Property, or directly or indirectly onto any property or water system adjoining, adjacent to or abutting the Property, or have been used in the construction of any improvements located on or about the Property. (c) To the Knowledge of each Capstead Company, there are no, and provided all notices required never have been, underground storage tanks located on or under the Property. (d) No Capstead Company has received any notice of any violations (nor are they aware of any existing violations) of any Legal Requirements governing the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of Hazardous Materials on, under, in, from or affecting the Property and, to the Knowledge of each Capstead Company, there are not any Proceedings commenced or Threatened by any Person with respect to any such violations. (e) The Property is currently being, and has in the past been, operated by one of the Capstead Companies in accordance with, and in compliance with, all applicable Environmental Laws, and hasto the Knowledge of each Capstead Company, the Property has been operated in the past by third parties in accordance with, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other property.

Environmental. Except as would not, individually or set forth in Section 3.21 of the aggregate, reasonably be expected to have a Material Adverse EffectDisclosure Schedule, (i) to Seller’s knowledge, the Company ▇▇▇▇▇ and all operations conducted by or on behalf of Seller in connection with the ▇▇▇▇▇ are in substantial compliance with all applicable Environmental Laws and orders or directives of any governmental authorities having jurisdiction under such Environmental Laws, including any Environmental Laws or orders or directives with respect to any cleanup or remediation of any release or threat of release of any industrial, hazardous or similar substances and no amounts are required to be paid prior to the Closing Date in order to comply with any such applicable Environmental Laws; (ii) Seller has not received any citation, directive, letter or other written communication, or any written notice of any proceeding, claim or lawsuit, from any person arising out of the ownership or occupation of any of the Assets or the conduct of operations thereon, and the Seller does not have knowledge of any basis therefor; and (iii) Seller has obtained and maintained in full force and effect all permits, licenses and approvals required by all Environmental Laws applicable to the Assets and the business operations conducted thereon and is in compliance with all such permits, licenses and not subject approvals. Notwithstanding the foregoing, some production equipment may contain asbestos and/or Naturally Occurring Radioactive Material (“NORM”). In this regard Buyer and Seller expressly understand that NORM may affix or attach itself to the inside of ▇▇▇▇▇, materials and equipment as scale or in other forms, that said ▇▇▇▇▇, material and equipment located on the Lands or included in the Assets described herein may contain NORM, and that NORM containing material may have been buried or otherwise disposed of on the Lands. Buyer and Seller also expressly understand that special procedures may be required for the remediation, removal, transportation and disposal of NORM from the Assets and Lands where such material may be found and that Buyer assumes all liability for or in connection with the assessment, containment, removal, remediation, transportation and disposal of any known liability under such NORM, in accordance with all past, present or future applicable Environmental Laws (as defined below)laws, (ii) rules, regulations and other requirements of any governmental or judicial entities having jurisdiction and also with the Company has made all filings terms and provided all notices required under conditions of all applicable Environmental Laws, leases and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to the knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertycontracts.

Environmental. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ia) the The Company is in material compliance with and the Environmental Laws, which compliance includes, but is not subject to any known liability under applicable Environmental Laws (as defined below)limited to, (ii) the possession by the Company has made of all filings permits and provided all notices other governmental authorizations required under all applicable Environmental Laws, and has, and is in material compliance with, all permits required under any applicable Environmental Laws, each of which is in full force to its knowledge with the terms and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) the conditions thereof. The Company has not received any demandwritten communication, claim whether from a governmental authority, citizens group, employee or notice otherwise, that alleges that the Company is not in such material compliance, and, to the Company's knowledge, there are no circumstances that may prevent or interfere with such material compliance in the future. (b) Except as set forth on Section 3.6(b) of violation of the Disclosure Schedules, there is no Environmental Claim pending or to the Company's knowledge threatened against the Company or, against any Person or entity whose liability for any Environmental Laws and Claim the Company has retained or assumed contractually. (c) Except as set forth on Section 3.6(c) of the Disclosure Schedules, to the Company's knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that could reasonably form the basis of any material Environmental Claim against the Company or, to the Company's knowledge, against any Person or entity whose liability for any Environmental Claim the Company has retained or assumed contractually. (d) To the knowledge of the Company, there is no Proceeding, notice (i) all on or demand letter off-site locations at or request for information threatened against to which the Company under any has stored (other than storage, in compliance with applicable requirements, of commercial cleaning products or other products regularly used in the normal course of its business which contain Materials of Environmental LawConcern below applicable regulatory thresholds), disposed or to which it has arranged for the disposal of Materials of Environmental Concern, are identified in Section 3.6(d) of the Disclosure Schedules, (ivii) no Lien all underground storage tanks for Materials of Environmental Concern, and the capacity and contents of such tanks, located on property owned or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, as identified in Sections 3.18(a) and 3.18(b) of the Disclosure Schedules, are identified in Section 3.6(d) of the Disclosure Schedules, (viii) except as set forth in Section 3.6(d) of the Disclosure Schedules, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company as identified in Sections 3.18(a) and 3.18(b) of the Disclosure Schedules, and (iv) except as set forth in Section 3.6(d) of the Disclosure Schedules, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company as identified in Sections 3.18(a) and 3.18(b) of the Disclosure Schedules. (e) The Company has not received notice provided to Parent and Merger Sub all written assessments, reports, data, results of investigations or audits, and other information that it has been identified as a potentially responsible party under are in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”)possession of, or any comparable state lawto the Company's knowledge are reasonably available to, (vi) no property the Company regarding environmental matters pertaining to or facility the environmental condition of the business of the Company, or the material compliance (or noncompliance) by the Company with any Environmental Laws. (af) is listed or, to To the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA Company is not required by virtue of the Merger transactions contemplated hereby, or as a condition to the effectiveness of any state list of hazardous substance sites requiring cleanuptransactions contemplated hereby, (bi) is listed in the Comprehensive to perform a site assessment for Materials of Environmental ResponseConcern, Compensation(ii) to remove or remediate Materials of Environmental Concern, Liability Information System List promulgated pursuant (iii) to CERCLAgive notice to or receive approval from any governmental authority pertaining to environmental matters, or on (iv) to record or deliver to any comparable list maintained by Person or entity any state disclosure document or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, statement pertaining to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyenvironmental matters.

Environmental. Except as set forth in Section 4.20 of the Company Disclosure Schedules and as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) no written notice, (i) claim, demand, request for information, Order, complaint or penalty has been received by any of the Company is in compliance with Debtors, and not subject there are no Legal Proceedings pending or, to any known the Knowledge of the Company, threatened which allege a violation of or liability under applicable any Environmental Laws (as defined belowincluding with respect to exposure to Hazardous Materials), in each case relating to any of the Debtors, (iib) each Debtor has received (including timely application for renewal of the Company has made all filings and provided all notices required under all applicable Environmental Lawssame), and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is maintained in full force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since the Lookback Date, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (iiic) (a) there none of Debtors are no pending Proceedings subject to any Order applicable to it or with respect to any its assets arising under Environmental Laws affecting the CompanyLaw, (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (cd) to the knowledge Knowledge of the Company, there is no Proceeding, notice or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) Material is located at, on or under any facility property currently or formerly owned, operatedoperated or leased by any of the Debtors that has given rise or would reasonably be expected to give rise to any cost, leased liability or controlled by obligation of any of the Company or have been Released at, on or Debtors under any facility Environmental Laws, (e) no Hazardous Material has been Released, generated, owned, operatedtreated, leased stored, transported, or controlled handled by the Company (except as may be allowed by permit) and, to the knowledge any of the CompanyDebtors, and none of the facilities owned, operated, leased Debtors has arranged for or controlled by permitted the Company are adversely affected by any Release disposal of Hazardous Materials originating Material at any location in a manner that has given rise or emanating from would reasonably be expected to give rise to any cost, liability or obligation of any of the Debtors under any Environmental Laws, and (f) none of Debtors has, either expressly or by operation of Law, assumed any liabilities or obligations of any other propertyPerson arising under or relating to Environmental Laws that remains unresolved.

Environmental. Except as i. The Companies comply and have at all times complied with all Environmental Laws and Environmental Licences. ii. There are no circumstances entitling any Environmental Licence to be revoked, suspended, amended, varied, withdrawn or not renewed or which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company is in prevent compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company has made all filings and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting Licence. iii. The Companies are not and are not likely to be required by an Environmental Licence or any Environmental Law or as the Company, (b) the Company has not received any demand, claim or notice of violation result of any Environmental Laws and (c) Claim to the knowledge incur any expenditure or to desist from taking any action which might have a material adverse effect on either of the Company, there Companies' financial condition. iv. No Environmental Claim has been made or threatened or is no Proceeding, notice likely to be made or demand letter or request for information threatened against either of the Company under Companies or any Environmental Lawof their directors, (iv) no Lien secretaries or restriction has been recorded under senior employees or any Environmental Law with respect to any assetsoccupier of the property leased, facility or property owned, operated, leased occupied or controlled by either of the Company, Companies (vthe "Property") and so far as the Company has not received notice that it Seller is aware neither of the Companies nor any of their respective officers have or is likely to have any liability in relation to Environmental Matters. Neither of the Companies have at any time owned or occupied any property other than the Property. v. No Relevant Substance has been identified as a potentially responsible party under the Comprehensive Environmental Responsedisposed of, Compensation and Liability Act of 1980kept, as amended (“CERCLA”)transported, used, collected, sorted or produced at any comparable state law, (vi) no property or facility of the Company (a) is listed ortime on, to or from the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased Property or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge either of the CompanyCompanies as a result of or in connection with that Companies' activities in circumstances, none and there is nothing arising out of the facilities ownedbusiness of the Companies, operated, leased which could result in an Environmental Claim against either of the Companies or controlled by which would have a material adverse effect on the Company are adversely affected by use or value of any Release property of Hazardous Materials originating or emanating from the Companies. Notwithstanding any other property.provisions of this Agreement, for purposes of this Clause 4(f), the following terms have the following meanings:

Environmental. Except as would not, individually or set forth in Section 3.14 of the aggregate, reasonably be expected to have a Material Adverse Effect, Disclosure Schedule: (ia) the each Company is in compliance in all material respects with and not subject to any known liability under applicable all Environmental Laws Laws; (as defined below), (iib) the each Company has made all filings and provided all notices required under all applicable Environmental Laws, and hasobtained, and is in material compliance with, all permits Permits that are required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect pursuant to any Environmental Laws affecting Law for the Company, current operation of its business; (bc) the no Company has not received any demand, claim written notice or notice of report regarding any actual or alleged material violation of any Environmental Laws and (c) Law, or any material Liabilities or material alleged Liabilities, including any investigatory, remedial or corrective obligations, relating to the knowledge of the Company, there is no Proceeding, notice it or demand letter or request for information threatened against the Company its facilities arising under any Environmental Law, ; (ivd) no Lien Company has treated, stored, disposed of, arranged for or restriction permitted the disposal of, transported, handled or released any Hazardous Substance in a manner that has been recorded under any Environmental Law with respect given rise to any assets, facility or property owned, operated, leased or controlled by the Company, material Liability; and (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vie) no property or facility of the Company (a) is listed has, either expressly or, to the knowledge Knowledge of the CompanyEUSA, proposed by operation of law, assumed or undertaken any material Liability, including any obligation for listing on the National Priorities List under CERCLA corrective or any state list remedial action, of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyPerson (other than another Company) relating to any Environmental Law. THE BUYER ACKNOWLEDGES THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 3.14 ARE THE ONLY REPRESENTATIONS AND WARRANTIES BEING MADE BY EUSA IN THIS AGREEMENT WITH RESPECT TO ENVIRONMENTAL LAWS, ENVIRONMENTAL PERMITS AND ENVIRONMENTAL MATTERS.

Environmental. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectshown on Schedule 4.16, (i) in the Company is five (5) year period immediately prior to the Execution Date, the Assets have been in compliance with and not subject to any known liability under applicable Environmental Laws in all material respects (as defined belowother than any non-compliance that has been previously cured or otherwise resolved), (ii) Seller and its Affiliates have not received any written notice of violation of, alleged violation of or non-compliance with any Environmental Laws relating to the Company Assets where such violation has made all filings not been previously cured or otherwise resolved to the satisfaction of the relevant Governmental Authority and provided all notices required under all applicable Environmental Laws, and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of for which is in full force and effectSeller has no further material obligations outstanding, (iii) (a) there are has been no pending Proceedings with respect release of Hazardous Substances on or from the Assets for which remedial or corrective action has not been taken pursuant to any Environmental Laws affecting the Company, (b) the Company or that has not received been previously cured or otherwise resolved, and (iv) Seller and its Affiliates have not entered into, and the Assets are not subject to, any demandagreements, claim consents, administrative order, consent order, orders, decrees or notice judgments of violation of any Governmental Authority, that are based on any Environmental Laws and that relate to the current or future use, ownership or operation of any of the Assets and that impose outstanding or ongoing material obligations. (b) Copies of all final written reports of environmental site assessments and/or compliance audits by a third Person on behalf of Seller or that are in Seller’s possession or control, in each case, that have been prepared in the three (3) years prior to the Execution Date, and that identify or address any material environmental defect or condition affecting the Assets have been made available for inspection by Purchaser. (c) to Without limitation of Section 3.4(c), this Section 4.16 constitutes Seller’s sole representation and/or warranty regarding Hazardous Substances or the knowledge environmental condition of, or any of or Seller’s compliance with, or violation of, Environmental Laws regarding the Company, there is no Proceeding, notice Assets or demand letter or request for information threatened against the Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law Seller’s business with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of the Company, none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyAssets.

Environmental. (a) Except as would notfor any matters that, individually or in the aggregate, would not have, or would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Material Subsidiaries is subject to: (i) the Company is any Environmental Law which requires or may require any material work, repairs, construction, change in compliance with business practices and not subject to any known liability under applicable Environmental Laws (as defined below)operations, or expenditures; or (ii) any written demand or written notice with respect to a breach of or liability under any Environmental Laws applicable to the Company has made all filings and provided all notices required under all applicable Environmental Lawsor any of its Material Subsidiaries, and hasincluding, and is without limitation, any regulations respecting the use, storage, treatment, transportation, or disposition of any pollutants, contaminant, waste of any nature, hazardous material, toxic substance, dangerous substance or dangerous good as defined in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, . (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and (c) to To the knowledge of the Company, there is no Proceeding, notice not now on or demand letter or request for information threatened against the Company under in any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property presently owned, operated, leased or controlled operated by the Company or any of its Material Subsidiaries, any polychlorinated biphenyls (PCBs) used in the Company’s operations in hydraulic oils, electrical transformers or other equipment, except as would not reasonably be expected to have, or have, individually or in the aggregate, a Company Material Adverse Effect, provided that this representation and warranty shall not apply to polychlorinated biphenyls (vPCBs) used in the Company’s transformers, which polychlorinated biphenyls (PCBs) are being dealt with by the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive in accordance and compliance with all Environmental Response, Compensation and Liability Act of 1980, as amended Laws. (“CERCLA”), or any comparable state law, (vic) no property or facility of the Company (a) is listed or, to To the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA any asbestos-containing material or any state list of hazardous substance sites requiring cleanup, (b) presumed asbestos-containing material which is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Materials are being released (as defined below) at, on or under part of any facility property presently owned, operated, leased or controlled operated by the Company or have been Released atany of its Material Subsidiaries, on or under any facility owned, as currently configured and operated, leased or controlled by the Company (except as may be allowed by permit) and, is in an acceptable state of repair according to the knowledge of current standards and practices governing such material, and its presence or condition does not violate any currently applicable Law, other than such violations that would not reasonably be expected to have, or have, individually or in the Companyaggregate, none of the facilities owned, operated, leased or controlled by the a Company are adversely affected by any Release of Hazardous Materials originating or emanating from any other propertyMaterial Adverse Effect.