Environmental Matters Uses in Environmental Matters Clause

Environmental Matters from Selected Dealer Agreement

Environmental Matters. Except as otherwise disclosed in the Prospectus: (i) all real property and improvements owned or leased by the Company or any of its subsidiaries, including, without limitation, the Environment (as defined below) associated with such real property and improvements, is free of any Contaminant (as defined below) in violation of applicable Environmental Laws (as defined below) except for such violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) neither the Company, nor any of its subsidiaries has caused or suffered to exist or occur any Release (as defined below) of any Contaminant into the Environment in violation of any applicable Environmental Law that would reasonably be expected to have a Material Adverse Effect or could result in a violation of any applicable Environmental Laws, except for such violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) neither the Company nor any of its subsidiaries is aware of any notice from any governmental body claiming any violation of any Environmental Laws or requiring or calling for any work, repairs, construction, alterations, removal or remedial action or installation by the Company or any of its subsidiaries on or in connection with such real property or improvements, whether in connection with the presence of asbestos-containing materials or mold in such properties or otherwise, except for any violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or any such work, repairs, construction, alterations, removal or remedial action or installation, if required or called for, which would not result in the incurrence of liabilities by the Company, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, nor is the Company aware of any information which may serve as the basis for any such notice that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iv) neither the Company nor any of its subsidiaries has caused or suffered to exist or occur any environmental condition on any of the properties or improvements of the Company or any of its subsidiaries that could reasonably be expected to give rise to the imposition of any Lien under any Environmental Laws except such Liens which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and (v) to the Company's knowledge, no real property or improvements owned or leased by the Company or any of its subsidiaries is being used or has been used for manufacturing or for any other operations that involve or involved the use, handling, transportation, storage, treatment or disposal of any Contaminant, where such operations require or required permits or are or were otherwise regulated pursuant to the Environmental Laws and where such permits have not been or were not obtained or such regulations are not being or were not complied with, except in all instances where any failure to obtain a permit or comply with any regulation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. "Contaminant" means any pollutant, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or petroleum-derived substance or waste, asbestos or asbestos-containing materials, PCBs, lead, pesticides or regulated radioactive materials or any constituent of any such substance or waste, as identified or regulated under any Environmental Law. "Environmental Laws" means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq., the Clean Air Act, 42 U.S.C. 7401, et seq., the Clean Water Act, 33 U.S.C. 1251, et seq., the Toxic Substances Control Act, 15 U.S.C. 2601, et seq., the Occupational Safety and Health Act, 29 U.S.C. 651, et seq., and all other federal, state and local laws, ordinances, regulations, rules, orders, decisions and permits, which are directed at the protection of human health or the Environment. "Environment" means any surface water, drinking water, ground water, land surface, subsurface strata, river sediment, buildings, structures, and ambient air. "Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of any Contaminant into the Environment, including, without limitation, the abandonment or discard of barrels, containers, tanks or other receptacles containing or previously containing any Contaminant or any release, emission or discharge as those terms are defined or used in any applicable Environmental Law.

Environmental Matters from Credit Agreement

CREDIT AGREEMENT, dated as of August 12, 2016, among ENGILITY HOLDINGS, INC., a Delaware corporation (Holdings), ENGILITY CORPORATION, a Massachusetts corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent.

Environmental Matters. Other than exceptions to any of the following that would not reasonably be expected to have a Material Adverse Effect, none of the Borrower or any of its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law for the operation of the Business; or (ii) has become subject to any Environmental Liability.

Environmental Matters from Term Loan Agreement

TERM LOAN AGREEMENT, dated as of July 29, 2016, among GENESIS HEALTHCARE, INC., a Delaware corporation ("Ultimate Parent"), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company ("LLC Parent" or the "Borrower"), GEN OPERATIONS I, LLC, a Delaware limited liability company ("Parent"), GEN OPERATIONS II, LLC, a Delaware limited liability company ("Holdings"), HCRI TUCSON PROPERTIES, INC., a Delaware corporation, and OHI MEZZ LENDER, LLC, a Delaware limited liability company (together, the "Initial Lenders") and any other Lender from time to time party to this Agreement and WELLTOWER INC., as administrative agent (in such capacity, together with its successors and permitted assigns, the "Administrative Agent") and collateral agent (in such capacity, together with its successors and permitted assigns, the "Collateral Agent").

Environmental Matters. (a) Provide the Administrative Agent notice of each of the following (which may be made by telephone if promptly confirmed in writing) promptly but in any event no later than 14 days after any Responsible Officer of any Loan Party knows of it (and, upon reasonable request of the Administrative Agent, documents and information in connection therewith): (i)(A) unpermitted Releases, (B) the receipt by any Loan Party of any written notice of violation of or potential liability or similar notice under, or the existence of any condition that could reasonably be expected to result in violations of or liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or liability under any Environmental Law or any Environmental Claim, that, for each of clauses (A), (B) and (C) above (and, in the case of clause (C), if adversely determined), in the aggregate for each such clause, could reasonably be expected to result in a Material Adverse Effect, and (ii) the receipt by any Loan Party of notification that any property of any Loan Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities. (b) Upon request of the Administrative Agent, provide the Administrative Agent a report containing an update as to the status of any matter as to which notice has been provided to the Administrative Agent pursuant to Section 5.4(a).

Environmental Matters from Agreement and Plan of Reorganization

This AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) dated as of July 28, 2016, is entered into by and among Middlefield Banc Corp., an Ohio corporation, The Middlefield Banking Company, an Ohio-chartered commercial bank, Liberty Bank, N.A., a national banking association (Liberty Bank) and MBC Interim Bank, an interim state-chartered commercial bank to be incorporated under the laws of the State of Ohio (MBC Interim Bank), which shall become a party upon its formation.

Environmental Matters. Except as stated in Liberty Bank Disclosure Schedule 4.14:

Environmental Matters from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of July 24, 2016 (this Agreement), is by and among Aspen Parent, Inc., a Delaware corporation (Parent), Aspen Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Outerwall Merger Sub), Redwood Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Redbox Merger Sub and together with Outerwall Merger Sub, the Merger Subs), Outerwall Inc., a Delaware corporation (the Company), and Redbox Automated Retail, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Company (Redbox).

Environmental Matters. The operations of the Company and each of its Subsidiaries comply with applicable Law relating to (a) pollution, contamination, protection of the environment or employee health and safety, (b) emissions, discharges, disseminations, releases or threatened releases of Hazardous Substances into the air (indoor or outdoor), surface water, groundwater, soil, land surface or subsurface, buildings, facilities, real or personal property or fixtures or (c) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances (collectively, Environmental Law), in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries possess all Permits required under Environmental Law necessary for their respective operations, and such operations are in compliance with applicable Permits, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No Legal Action arising under or pursuant to Environmental Law is pending, or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no conditions at any property owned or operated by the Company which have given rise to, or would reasonably be expected to give rise to, any Liability under Environmental Law, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Environmental Matters from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2016 (this "Agreement"), by and among SUNGEVITY, INC., a Delaware corporation (the "Company"), EASTERLY ACQUISITION CORP., a Delaware corporation ("Parent"), SOLARIS MERGER SUB INC., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), and Shareholder Representative Services LLC, a Colorado limited liability company ("Sellers Representative"), solely in its capacity as Sellers Representative.

Environmental Matters. Except as would not reasonably be expected to result in, individually or in the aggregate, material liability, the Company and its Subsidiaries are in compliance, and at all times since December 31, 2013, have complied, with all applicable Laws (including common law), statutes, rules, regulations, Orders, decrees, permits, authorizations or legal requirements of any Governmental Entity relating to: (a) the protection or restoration of the environment or natural resources, (b) the handling, storage, use, presence, disposal, Release or threatened Release of, or exposure to, any Hazardous Substance, or (c) noise, odor, wetlands, indoor air, pollution, contamination or any injury to Persons or property from exposure to any Hazardous Substance (collectively, "Environmental Laws"). There has been no Release at, on, under, or from any real properties currently owned, operated or leased by the Company or any of its Subsidiaries, nor was there a Release at any real property formerly owned, operated or leased by the Company or any of its Subsidiaries during the period of such ownership, operation, or tenancy, nor has the Company or any of its Subsidiaries arranged for the transportation, disposal or treatment of Hazardous Substances at or to any location, in each case, such that Company or any of its Subsidiaries has or would reasonably be expected to incur material liabilities. There are no Proceedings pending or, to the Knowledge of the Company, Threatened against the Company seeking to impose, or that would reasonably be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under any Environmental Law, which liability or obligation would reasonably be expected to result in, either individually or in the aggregate, material liability. The Company has made available to Parent true, correct and complete copies of all environmental assessments, reports, audits and other material documents in its possession or under its control that relate to Company's or any of its Subsidiaries' compliance with Environmental Laws or the environmental condition of any real property that Company or any of its Subsidiaries currently or formerly have owned, operated, or leased.

Environmental Matters from Revolving Credit Agreement

THIS TENTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated effective as of June 17, 2016, is entered into among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the "Company"), each of the Subsidiaries of the Company listed on the signature pages hereof and such other Subsidiaries of the Company which hereafter shall become parties to this Agreement (the Company and the wholly-owned Restricted Subsidiaries of the Company are sometimes referred to herein as, individually, a "Borrower," and collectively, the "Borrowers"), the lenders listed on the signature pages hereof or that become party hereto pursuant to Section 5.18 or Section 13.3 (the "Lenders"), JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders (in such capacity together with any successor in such capacity pursuant to Section 12.6, the "Agent"), COMERICA BANK, as Floor Plan Agent for the Lenders (in such capacity together with any successor in such capacity pursuant to Section 12.13, the "Floor Plan Agent

Environmental Matters. Each Borrower has complied in all respects with all applicable federal, state, local and other statutes, ordinances, orders, judgments, rulings and regulations relating to environmental pollution or to environmental regulation or control except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Restricted Subsidiaries has received notice of any failure so to comply which alone or together with any other such failure could reasonably be expected to have a Material Adverse Effect. Neither the Company, any of its Restricted Subsidiaries nor any of its facilities manages any hazardous wastes, hazardous substances, hazardous materials, toxic substances or toxic pollutants, as those terms are used in the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Clean Air Act or the Clean Water Act, in violation of any regulations promulgated pursuant thereto or in any other applicable law where such violation could reasonably be expected to have, individually or together with other violations, a Material Adverse Effect.

Environmental Matters from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER dated as of May 27, 2016 (this "Agreement"), among JAZZ PHARMACEUTICALS PLC, an Irish public limited company ("Parent"), PLEX MERGER SUB, INC., a Delaware corporation ("Merger Sub") and an indirect wholly owned subsidiary of Parent, and Celator Pharmaceuticals, Inc., a Delaware corporation (the "Company").

Environmental Matters. (a) Except for matters that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (i) each of the Company and the Company Subsidiaries is, and since January 1, 2014, has been in compliance with all applicable Environmental Laws, (ii) each of the Company and the Company Subsidiaries possesses and is in compliance with all Authorizations required under applicable Environmental Laws for it to conduct its business as presently conducted, (iii) since January 1, 2014, none of the Company or the Company Subsidiaries has been subject to a Judgment or Proceeding pursuant to any applicable Environmental Law, and (iv) since January 1, 2014, none of the Company or the Company Subsidiaries has received any written notice alleging that the Company or any Company Subsidiary is in violation of any applicable Environmental Law. (b) For purposes of this Agreement, "Environmental Law" means any Law promulgated by any Governmental Entity with respect to pollution, the protection of the environment (including ambient air, surface water, ground water, land surface or subsurface strata), or protection of worker health as it relates to the management of or exposure to hazardous chemicals.

Environmental Matters from Share Purchase Agreement

THIS SHARE PURCHASE AGREEMENT (this "Agreement"), is entered into effective as of January 28, 2016 by and among (i) DSIT SOLUTIONS LTD. (the "Company"), (ii) RAFAEL ADVANCED DEFENSE SYSTEMS LTD. (the "Purchaser"), (iii) each of the Persons identified on Exhibit A, the "Sellers"), and (iv) Michael Barth, as the Shareholders Representative.

Environmental Matters. The Company is, and has at all times been, in compliance with all Environmental Laws and all Environmental Permits, and there are no liabilities of the Company under any such Applicable Law or any Hazardous Substance and there is no condition, situation or set of circumstances that could reasonably be expected to result in or be the basis for any such liability. The Company has not entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of Environmental Laws or any activities of the Company related to Hazardous Substance.

Environmental Matters from Amended and Restated Credit Agreement

AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement), dated as of March 31, 2016, among Colony Capital Operating Company, LLC, a Delaware limited liability company (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and JPMorgan Chase Bank, N.A., as administrative agent.

Environmental Matters. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: