Common use of Compliance with Environmental Requirements Clause in Contracts

Compliance with Environmental Requirements. This Section is the exclusive provision herein containing representations and warranties pertaining to environmental matters. Except as set forth on Schedule 3.14 of the Company Disclosure Schedule, (i) each of the Company and the Subsidiary is, and has been, in material compliance with all Environmental Laws and has obtained and materially complied with all Permits applicable to such Person and required under Environmental Laws, including Environmental Laws relating to pollution or protection of the environment, the emission, discharge or release of Hazardous Materials into air, surface water, groundwater, or land, or the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials; (ii) the Company and the Subsidiary have not caused any Environmentally Relevant Releases or threatened Environmentally Relevant Releases of Hazardous Materials in, on, under or affecting any properties currently or formerly owned, leased or operated by the Company or the Subsidiary that would require investigation or clean-up under Environmental Laws the failure of which could reasonably be expected to have a material adverse effect on the Business (taken as a whole); and (iii) there are no conditions, circumstances, activities, practices, incidents, or actions 50 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. known to Seller Parties which would reasonably be expected to form the basis of any claim, Action, suit, proceeding, hearing, or investigation of, by, against or relating to the Company or the Subsidiary arising under Environmental Laws and based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, emission, discharge, release or threatened release into the environment, of any Hazardous Materials which could reasonably be expected to have a material adverse effect on the Business (taken as a whole).

Compliance with Environmental Requirements. This Section is the exclusive provision herein containing representations and warranties pertaining to environmental matters. (a) Except as set forth on Schedule 3.14 Section 5.17 of the Company Parent Disclosure ScheduleLetter, (i) Parent and each of the Company and the Subsidiary is, and has been, in material compliance with all Environmental Laws and its Subsidiaries has obtained and materially complied with all Permits applicable to such Person and which are required under Environmental Laws, including (ii) there are no Actions pending or, to the Knowledge of Parent, threatened which may reasonably be expected to result in the revocation, cancellation, suspension or modification of any such Permits, and all of such Permits are in full force and effect and, to the Knowledge of Parent, will not be revoked or cancelled as a result of the transactions contemplated by this Agreement, (iii) Parent and each of its Subsidiaries is and has been for the past three years in compliance with all terms and conditions of such Permits and Environmental Laws, (iv) Parent has no notice of and there is no Action pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries pursuant to Environmental Laws relating or related to pollution or protection of the environment, the emission, discharge or release of Hazardous Materials into air, surface water, groundwater, or land, or the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling presence of Hazardous Materials; , (iiv) the Company there is no Order against Parent or any of its Subsidiaries pursuant to Environmental Laws that remains pending and the Subsidiary have not caused unresolved or with respect to which Parent or any Environmentally Relevant Releases of its Subsidiaries, (vi) neither Parent nor any of its Subsidiaries has received written notice of any pending or threatened Environmentally Relevant Releases of unresolved liability for, or obligation to conduct an investigation, remediation or monitoring activities at any Real Property or any other real property that are required under Environmental Law and related to any Hazardous Materials inand (vii) to the Knowledge of Parent, on, under there are no Hazardous Materials present in the environment at any Real Property or affecting any properties currently or formerly owned, leased or operated by the Company or the Subsidiary other real property that would require investigation or clean-up under Environmental Laws the failure of which could reasonably be expected to have a material adverse effect on result in any liability or obligation of Parent or any of its Subsidiaries for the Business (taken as a whole); and (iii) there are no conditionsconduct of any investigation, circumstances, activities, practices, incidents, remediation or actions 50 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. known to Seller Parties which would reasonably be expected to form monitoring activities or otherwise create the basis of any for a claim, Action, suit, proceeding, hearing, or investigation of, by, against or relating to the Company or the Subsidiary arising under Environmental Laws and based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, emission, discharge, release or threatened release into the environment, of any Hazardous Materials which could reasonably be expected to have a material adverse effect on the Business (taken as a whole).

Compliance with Environmental Requirements. This Section is the exclusive provision herein containing representations and warranties pertaining to environmental matters. (a) Except as set forth on Schedule 3.14 Section 4.16 of the Company Disclosure ScheduleLetter, (i) each of the Company and the Subsidiary is, and has been, in material compliance with all Environmental Laws and each of its Subsidiaries has obtained and materially complied with all Permits applicable to such Person and which are required under Environmental Laws, including Environmental Laws relating (ii) there are no Actions pending or, to pollution or protection the Knowledge of the environmentCompany, threatened which may reasonably be expected to result in the emissionrevocation, discharge cancellation, suspension or release modification of Hazardous Materials into airany such Permits, surface waterand all of such Permits are in full force and effect and, groundwaterto the Knowledge of the Company, will not be revoked or landcancelled as a result of the transactions contemplated by this Agreement, or the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials; (iiiii) the Company and each of its Subsidiaries is and has been for the Subsidiary have not caused any Environmentally Relevant Releases past three years in compliance with all terms and conditions of such Permits and Environmental Laws, (iv) the Company has no notice of and there is no Action pending, or to the Knowledge of the Company, threatened Environmentally Relevant Releases of Hazardous Materials in, on, under or affecting any properties currently or formerly owned, leased or operated by against the Company or any of its Subsidiaries, pursuant to Environmental Laws or related to the Subsidiary presence of Hazardous Materials, (v) there is no Order against the Company or any of its Subsidiaries pursuant to Environmental Laws that would require investigation remains pending and unresolved or clean-up with respect to which the Company or any of its Subsidiaries, has continuing obligations, (vi) neither the Company nor any of its Subsidiaries has received written notice of any pending or unresolved liability for, or obligation to conduct an investigation, remediation or monitoring activities at any Real Property or any other real property, that are required under Environmental Laws Law and related to any Hazardous Materials and (vii) to the failure Knowledge of which the Company, there are no Hazardous Materials present in the environment at any Real Property or any other real property, that could reasonably be expected to have a material adverse effect on the Business (taken as a whole); and (iii) there are no conditions, circumstances, activities, practices, incidents, result in any liability or actions 50 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. known to Seller Parties which would reasonably be expected to form the basis obligation of any claim, Action, suit, proceeding, hearing, or investigation of, by, against or relating to the Company or any of its Subsidiaries for the Subsidiary arising under Environmental Laws and based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, emission, discharge, release or threatened release into the environment, conduct of any Hazardous Materials which could reasonably be expected to have investigation, remediation or monitoring activities or otherwise create the basis for a material adverse effect on the Business (taken as a whole)claim.

Compliance with Environmental Requirements. This Section is the exclusive provision herein containing representations and warranties pertaining to environmental matters. Except as set forth on Schedule 3.14 4.16 of the Company Disclosure ScheduleSchedules, (i) each of the Company and the Subsidiary is, and has been, in material compliance with all Environmental Laws and each of its Subsidiaries has obtained and materially complied with all material Permits applicable to such Person the Company and required under Environmental Laws, including Environmental Laws each of its Subsidiaries and relating to pollution or protection of the environment, the emissionincluding laws relating to emissions, discharge discharges or release releases of Hazardous Materials pollutants, contaminants, or hazardous or toxic materials, substances, or wastes into air, surface water, groundwater, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials; pollutants, contaminants or hazardous or toxic materials, substances, or wastes, (ii) the Company and the Subsidiary have each of its Subsidiaries is in compliance with all terms and conditions of all such Permits, except where failure to comply would not caused any Environmentally Relevant Releases or threatened Environmentally Relevant Releases of Hazardous Materials in, on, under or affecting any properties currently or formerly owned, leased or operated by the Company or the Subsidiary that would require investigation or clean-up under Environmental Laws the failure of which could reasonably be expected to have a material adverse effect on the Business (taken as a whole); Company Material Adverse Effect, and (iii) there are no conditions, circumstances, activities, practices, incidents, or actions 50 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. known to Seller Parties the Company which would could reasonably be expected to form the basis of any claim, Actionaction, suit, proceeding, hearing, or investigation of, by, against or relating to the Company or the Subsidiary arising under Environmental Laws and any of its Subsidiaries, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release or threatened release into the environment, of any Hazardous Materials which could pollutant, contaminant, or hazardous or toxic substance, material or waste, which, if adversely determined, would reasonably be expected to have a material adverse effect on Company Material Adverse Effect. There has been no Release or threatened Release of a Hazardous Substance on, upon, into or from any site currently owned, leased or otherwise used by the Business (taken Company or any Subsidiary or, to Company’s knowledge, any site previously owned, leased or otherwise used by the Company or any Subsidiary, except as would not have a whole)Company Material Adverse Effect.

Compliance with Environmental Requirements. This Section is the exclusive provision herein containing representations and warranties pertaining to environmental matters. Except as set forth on Schedule 3.14 of the Company Disclosure Schedule, (i) each of the Company and the Subsidiary is, and has been, in material compliance with all Environmental Laws and has obtained and materially complied with all Permits applicable to such Person and required under Environmental Laws, including Environmental Laws relating to pollution or protection of the environment, the emission, discharge or release of Hazardous Materials into air, surface water, groundwater, or land, or the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials; (ii) the Company and the Subsidiary have not caused any Environmentally Relevant Releases or threatened Environmentally Relevant Releases of Hazardous Materials in, on, under or affecting any properties currently or formerly owned, leased or operated by the Company or the Subsidiary that would require investigation or clean-up under Environmental Laws the failure of which could reasonably be expected to have a material adverse effect on the Business (taken as a whole); and (iii) there are no conditions, circumstances, activities, practices, incidents, or actions 50 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. known to Seller Parties which would reasonably be expected to form the basis of any claim, Action, suit, proceeding, hearing, or investigation of, by, against or relating to the Company or the Subsidiary arising under Environmental Laws and based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, emission, discharge, release or threatened release into the environment, of any Hazardous Materials which could reasonably be expected to have a material adverse effect on the Business (taken as a whole).