Common use of Environmental, Health and Safety Matters Clause in Contracts

Environmental, Health and Safety Matters. Except as disclosed on EXHIBIT 8.20, to the best of Borrower's knowledge, after reasonable inquiry: (a) the operations of Borrower and each of the Subsidiaries complies in all respects with (i) all applicable Environmental Laws, and (ii) all applicable OSHA Laws; (b) none of the operations of Borrower or any Subsidiary are subject to any judicial or administrative proceeding alleging the Violation of any Environmental Law or OSHA Law; (c) none of the operations of Borrower or any Subsidiary is the subject of federal or state investigation evaluating whether any remedial action is needed to respond to (i) a spillage, disposal or release into the environment of any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance, or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary; (d) neither Borrower nor any Subsidiary has filed any notice under any Environmental Law or OSHA Law indicating or reporting (i) any past or present spillage, disposal or release into the environment of, or treatment, storage or disposal of, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary; and (e) neither Borrower nor any Subsidiary has any known contingent liability in connection with (i) any spillage, disposal or release into the environment of, or otherwise with respect to, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary.

Environmental, Health and Safety Matters. Except as disclosed To Seller’s Knowledge and unless any noncompliance does not have an impact that could reasonably be expected to exceed €40,000 on EXHIBIT 8.20the Wireline Communications Business, each Affiliate of Seller that is lessee with respect to each parcel of the Leased Premises to be subleased to Buyer or a Buyer Designee under any Sublease Agreement is in compliance with all Laws applicable to such parcel of the Leased Premises or the occupation thereof. Each Affiliate of Seller that is owner or lessee with respect to each parcel of Owned Premises or Leased Premises has not received any written notice (or, to Seller’s Knowledge, any other notice) from any Governmental Body alleging that Seller may be in violation of, or liable under, any Law applicable to such Owned Premises or Leased Premises. In connection with each parcel of Owned Premises or Leased Premises, the best Affiliate of Borrower's knowledge, after reasonable inquirySeller that is owner or lessee with respect to such Owned Premises or Leased Premises: (a) the operations of Borrower and each of the Subsidiaries complies in all respects with (i) all applicable Environmental Lawshas not entered into or agreed to any order or become otherwise subject to any order relating to compliance with Laws or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of hazardous materials and, to Seller’s Knowledge, no Proceeding is pending or threatened in writing with respect thereto; and (ii) all applicable OSHA Laws; (b) none is not an indemnifying party in Infineon Technologies AG Confidential connection with any claim threatened or asserted in writing by any Third-Party with respect to such Owned Premises or Leased Premises relating to any hazardous materials. None of the operations of Borrower Owned Premises or Leased Premises is listed or, to Seller’s Knowledge, proposed for listing on the “National Priorities List” under CERCLA or any Subsidiary are subject to any judicial or administrative proceeding alleging the Violation corresponding law of any Environmental Law or OSHA Law; (c) none of country other than the operations of Borrower or any Subsidiary is the subject of federal or state investigation evaluating whether any remedial action is needed to respond to (i) a spillage, disposal or release into the environment of any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance, or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary; (d) neither Borrower nor any Subsidiary has filed any notice under any Environmental Law or OSHA Law indicating or reporting (i) any past or present spillage, disposal or release into the environment of, or treatment, storage or disposal of, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary; and (e) neither Borrower nor any Subsidiary has any known contingent liability in connection with (i) any spillage, disposal or release into the environment of, or otherwise with respect to, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any SubsidiaryUnited States.

Environmental, Health and Safety Matters. Except as disclosed on EXHIBIT 8.20set forth in Schedule 4.13, to the best of Borrower's knowledge, after reasonable inquiry: (a) the operations of Borrower Seller Parties and each of the Subsidiaries complies Corporation are in compliance with all respects Environmental Laws (as defined below) and other federal, state and local health and safety requirements (jointly with (i) all applicable the Environmental Laws, the “Environmental, Health and (iiSafety Requirements”) all applicable OSHA Lawsin connection with owning, using, maintaining and operating the Business; (b) none of the operations of Borrower or any Subsidiary premises leased under the Lease Agreement are subject to any judicial or administrative proceeding alleging the Violation of any Environmental Law or OSHA Lawand have been in compliance with all Environmental, Health and Safety Requirements; (c) none of Seller Parties and the operations of Borrower Corporation have not used, stored, treated, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposed, or released any Subsidiary is hazardous materials on, under, at, to, from or in any way affecting any real property owned, operated or used at any time by the subject of federal or state investigation evaluating whether Business in any remedial action is needed to respond to manner that (i) constituted or constitutes a spillage, disposal or release into the environment violation of any Hazardous Material or other hazardousEnvironmental, toxic or dangerous waste, substance or constituent, or other substanceHealth and Safety Requirements, or (ii) required or requires remediation or abatement under any unsafe or unhealthful condition at any premises of Borrower or any SubsidiaryEnvironmental, Health and Safety Requirements; (d) neither Borrower nor none of the Seller Parties or the Corporation or the Business has agreed to indemnify or hold harmless any Subsidiary has filed other person for any notice under violation of Environmental, Health and Safety Requirements or any Environmental Law remediation required thereunder and, to the extent that either is subject to such an agreement, none of the Seller Parties or OSHA Law indicating the Corporation or reporting the Business have been subject to a claim to so indemnify or hold harmless any such other person and, to Seller Parties’ knowledge, there are no circumstances that could reasonably be expected to result in such a claim; (ig) none of the Seller Parties or the Corporation or the Business have given any past release or present spillage, disposal or release into waiver of liability related to the environment of, or treatment, storage or disposal of, presence of any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any SubsidiaryMaterials; and (eh) neither Borrower nor Seller Parties and the Corporation have delivered to Purchaser true and complete copies and results of all permits, environmental reports, investigations, disclosures, studies, sampling results, analyses, assessments, tests, plans, and audits that are in the possession or control of Seller Parties and the Corporation related to the Business, and any Subsidiary has any known contingent liability in connection with (i) any spillage, disposal real property operated or release into the environment of, or otherwise with respect to, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition used at any premises of Borrower time by the Business. All Permits required to be held by Seller Parties and the Corporation or any Subsidiarythe Business pursuant to Environmental, Health and Safety Requirements are set forth on Schedule 4.11.

Environmental, Health and Safety Matters. Except as disclosed set forth on EXHIBIT 8.20Schedule 6.16, Seller has not caused or contributed to any condition or potential condition existing at any leased or owned facility of the Seller or at any former facility of the Seller with respect to the best of Borrower's knowledge, after reasonable inquiry: (a) the operations of Borrower and each of the Subsidiaries complies in all respects with (i) all applicable Environmental Laws, and (ii) all applicable OSHA Laws; (b) none of the operations of Borrower or any Subsidiary are subject to any judicial or administrative proceeding alleging the Violation of any Environmental Law or OSHA Law; (c) none of the operations of Borrower or any Subsidiary is the subject of federal or state investigation evaluating whether any remedial action is needed to respond to (i) a spillage, disposal storage or release into the environment earth or its atmosphere of any Hazardous Material effluent, waste or other hazardousmaterials, toxic solid liquid or dangerous wastegaseous, nor has any material been disposed of or released in any way or manner, which would or may in the future cause the Buyer or its affiliates to be liable for damages, fines or penalties or to incur expenses (including without limitation legal and consulting fees) to investigate or correct any such condition or to meet with or otherwise communicate with any governmental unit or agency or public or private body in connection therewith. The Seller has never exposed any employee or other individual to any substance or constituentcondition, or other substanceowned or operated any property or facility in any manner, that would or may in the future cause the Buyer or its affiliates to be liable for damages, fines or penalties or to incur expenses (iiincluding without limitation legal and consulting fees) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary; (d) neither Borrower nor any Subsidiary has filed any notice under any Environmental Law or OSHA Law indicating or reporting (i) any past or present spillage, disposal or release into the environment of, or treatment, storage or disposal of, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary; and (e) neither Borrower nor any Subsidiary has any known contingent liability in connection with (i) any spillageclaim of illness of or personal injury to any employee or other individual. Without limiting the generality of the foregoing, disposal or release into the environment ofSeller and its assets have been and are in compliance with all applicable laws and regulations regarding the environment, health, or otherwise with respect tosafety. The Seller has not received any notice, nor to the knowledge of the Seller is any Hazardous Material such notice pending, from any governmental, public or other hazardousprivate body claiming any violation or potential violation of any zoning, toxic building, health, safety or dangerous waste, substance environmental law or constituentordinance, or other substance requiring any work, repairs, construction, alterations, noise reduction, odor elimination, cleanup or (ii) any unsafe installation, encapsulation or unhealthful condition abatement which has not been complied with, and the Seller has delivered to the Buyer copies of each such notice, whether or not complied with. All of the assets of the Seller and all properties and equipment used at any premises time in or at the Stations have been free of Borrower asbestos, PCBs, methylene chloride, trichloroethylene, 1,2 trans-dichloroethylene, dioxins, dibenzofurans, and any "extremely hazardous substance" within the meaning set forth in Section 302 of the Emergency Planning and Community Right-to-know act of 1986, as amended. Schedule 6.16 lists each environmental permit relating to the Stations. Each such permit is transferable to the Buyer and renewable and would not be subject to materially different terms upon transfer or renewal. There is no plan, study or effort by any governmental authority or any Subsidiaryother person, which may prevent or hinder the continued use of any real property owned or leased by the Seller and used in the Stations' business.

Environmental, Health and Safety Matters. Except as disclosed on EXHIBIT 8.20, to the best of Borrower's knowledge, after reasonable inquiry: (a) the operations of Borrower and each of the Subsidiaries complies in all respects with (i) all applicable Environmental LawsThe Acquired Companies are, and (ii) at all applicable OSHA Laws; (b) none times have been, in full compliance with, and have not been and are not in Contravention of the operations of Borrower or any Subsidiary are subject to any judicial or administrative proceeding alleging the Violation of liable under, any Environmental Law or OSHA Occupational Safety and Health Law; (c) none , except where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None of the operations Acquired Companies has any basis to expect, nor has any of Borrower them or any Subsidiary is the subject of federal other Person for whose conduct they are or state investigation evaluating whether may be held responsible received, any remedial action is needed to respond to actual or threatened Order, notice or other communication from (i) a spillage, disposal or release into the environment of any Hazardous Material Governmental Body or other hazardous, toxic or dangerous waste, substance or constituent, or other substancePerson acting in the public interest, or (ii) the current or prior owner or operator of any unsafe Facility, of any actual or unhealthful condition potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to any Facility or other property or asset (whether real, personal or mixed) in which any of the Acquired Companies has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used or processed by any premises of Borrower the Acquired Companies or any Subsidiary; (d) neither Borrower nor any Subsidiary has filed any notice under other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled or received, except where such violation or failure to comply with any Environmental Law or OSHA Law indicating or reporting (i) any past or present spillage, disposal or release into the environment ofLaw, or treatmentsuch obligation to undertake or bear the cost of any Environmental, storage or disposal ofHealth and Safety Liabilities does not have, any Hazardous and is not reasonably likely to have, a Company Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary; and (e) neither Borrower nor any Subsidiary has any known contingent liability in connection with (i) any spillage, disposal or release into the environment of, or otherwise with respect to, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any SubsidiaryAdverse Effect.

Environmental, Health and Safety Matters. Except as disclosed on EXHIBIT 8.20in Section 3.15 of the Seller Disclosure Schedule, to the best of Borrower's knowledgeSellers, after reasonable inquiry: the Selling Affiliates and the Acquired Companies have since June 30, 2009 been and are in compliance in all material respects with (a) all Environmental Laws (to the operations of Borrower extent that they relate to the Business), and each (b) all Governmental Authorizations required of the Subsidiaries complies Seller, the Selling Affiliates and the Acquired Companies under Environmental Laws to conduct the Business as presently conducted or to occupy the Leased Real Property and the Acquired Company Leased Real Property as presently occupied. There have been no Releases of Hazardous Materials at or from the Acquired Company Real Property, the Leased Real Property or the Acquired Company Leased Real Property in all respects connection with (i) all the operation of the Business that is reasonably likely to result in any material Liability under applicable Environmental Laws, and (ii) all applicable OSHA Laws; (b) none . None of the operations Sellers, the Selling Affiliate and the Acquired Companies has received any written notice stating that the conduct of Borrower the Business or the condition of any Subsidiary are subject to any judicial Acquired Company Real Property, Leased Real Property or administrative proceeding alleging the Violation Acquired Company Leased Real Property is currently in violation of any Environmental Law or OSHA Law; (c) none that any of the operations Sellers, the Selling Affiliates and the Acquired Companies has any current Liability under applicable Environmental Laws arising out of Borrower the Release of Hazardous Materials at any third party disposal site. No Proceeding is pending or, to the Sellers’ Knowledge, threatened against the Sellers, any Selling Affiliate or any Subsidiary is Acquired Company that alleges a violation by the subject of federal Sellers, any Selling Affiliate or state investigation evaluating whether any remedial action is needed to respond to (i) a spillage, disposal or release into the environment Acquired Company of any Hazardous Material applicable Environmental Laws (to the extent that they relate to the Business). The Sellers have made available to the Purchaser any material environmental reports, assessments or investigations related to the Business in the possession, custody or control of the Sellers, any Selling Affiliates or any Acquired Company. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereunder will require any investigation, remediation or other hazardous, toxic or dangerous waste, substance or constituentaction with respect to Hazardous Materials, or other substance, or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary; (d) neither Borrower nor any Subsidiary has filed any notice under to or consent of Governmental Authorities or third parties pursuant to any Environmental Law applicable so-called “property transfer act” statutes or OSHA Law indicating or reporting (i) any past or present spillage, disposal or release into regulations. This Section 3.15 constitutes the environment of, or treatment, storage or disposal of, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises sole and exclusive representations and warranties of Borrower or any Subsidiary; and (e) neither Borrower nor any Subsidiary has any known contingent liability in connection with (i) any spillage, disposal or release into the environment of, or otherwise Sellers with respect toto any matters relating to environmental, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiaryhealth and safety matters.

Environmental, Health and Safety Matters. Except The FAST Operating Entities are in full compliance with, and have not been and are not in violation of or liable as disclosed on EXHIBIT 8.20, to the best a consequence of Borrower's knowledge, after reasonable inquiry: (a) the their operations of Borrower and each activities at any title under any environmental or health and safety law applicable in any of the Subsidiaries complies jurisdictions in all respects with which they operate. The FAST Operating Entities have no basis to expect, nor have they or any other Person for whose conduct they are or may be held to be responsible as a consequence of their operations and activities, received, any actual or threatened order, notice, or other communication for (i) all applicable Environmental Laws, and (ii) all applicable OSHA Laws; (b) none of the operations of Borrower any actual or any Subsidiary are subject potential violation or failure to any judicial or administrative proceeding alleging the Violation of any Environmental Law or OSHA Law; (c) none of the operations of Borrower or any Subsidiary is the subject of federal or state investigation evaluating whether any remedial action is needed to respond to (i) a spillage, disposal or release into the environment of any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituentcomply with, or other substanceliability under, any environmental or health and safety law, or (ii) any unsafe actual or unhealthful condition threatened obligation to undertake or bear the cost of any environmental, health, and safety liabilities with respect to their Business, or with respect to any real property at any premises of Borrower or to which hazardous or dangerous materials or ordinary waste material were generated, manufactured, refined, transferred, imported, used, or processed by the FAST Operating Entities or any Subsidiaryother Person for whose conduct they are or may be held responsible as a consequence of their operations and activities.. All the waste material as defined by the law has always been treated and disposed of according to the laws, and the relevant registers duly kept and updated, and any discharge system, including emission in the air, duly authorized and operated accordingly. Except as indicated in Exhibit 9.10 to this Agreement, none of the FAST Operating Entities have any asbestos material, either externally or internally to the plant; (d) neither Borrower nor there are no tanks of any Subsidiary has filed type underground; and the real estate on which they operate is not affected by any notice pollution or other negative environmental conditions attributable to the operations and activities of the FAST Operating Entities or the Business on or prior to the Closing Date which would create the obligation for the FAST Operating Entities or other third parties to assume any obligations of clearance of the land or similar liability under any Environmental Law or OSHA Law indicating or reporting (i) any past or present spillage, disposal or release into the environment ofenvironmental laws and regulations, or treatmentany other liability towards third parties under the same laws. The Company is under all aspects in compliance with the law 626\94, storage and all the investments required under the same laws and under the relevant security report contemplated by it to be necessarily done before the Closing Date have already been done or disposal of, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition will have already been done at any premises of Borrower or any Subsidiary; and (e) neither Borrower nor any Subsidiary has any known contingent liability in connection with (i) any spillage, disposal or release into the environment of, or otherwise with respect to, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any SubsidiaryClosing.

Environmental, Health and Safety Matters. Except as disclosed on EXHIBIT 8.20, to the best of Borrower's knowledge, after reasonable inquiry: (a) the operations of Borrower and each of the Subsidiaries complies in all respects with Except as set forth on Schedule 3.10(a), (i) the Company and its Subsidiaries have complied with, and are in compliance with, all applicable Environmental LawsEnvironmental, Health, and Safety Requirements, in all material respects, (ii) all applicable OSHA Laws; (b) none without limiting the generality of the operations foregoing, the Company and its Subsidiaries have obtained and complied with, and are in compliance with, in all material respects, all permits, licenses and other authorizations that are required pursuant to the Environmental, Health, and Safety Requirements for the occupation of Borrower their facilities and the operation of their business, (iii) the Company and its Subsidiaries have not received any oral or written notice or other information regarding any actual or alleged material violation of applicable Environmental, Health, and Safety Requirements, or any Subsidiary are subject to material liability, potential liability or loss contingency arising under applicable Environmental, Health, and Safety Requirements (including any judicial investigatory, remedial or administrative proceeding alleging corrective obligations), (iv) the Violation of any Environmental Law Company and its Subsidiaries have not treated, stored, disposed of, arranged for or OSHA Law; (c) none of permitted the operations of Borrower disposal of, transported, handled, or any Subsidiary is the subject of federal or state investigation evaluating whether any remedial action is needed to respond to (i) a spillage, disposal or release into the environment of released any Hazardous Material or other hazardousowned or operated any property or facility (and no such property or facility is contaminated by any Hazardous Material) in a manner that has given or would be expected to give rise to any material liability, toxic including (to the extent applicable in any jurisdiction) liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or dangerous wasteattorney fees, substance pursuant applicable Environmental, Health, and Safety Requirements, and (v) the Company and its Subsidiaries have not, either expressly or constituentby operation of law, assumed, undertaken or other substance, or (ii) otherwise become subject to any unsafe or unhealthful condition at any premises of Borrower material liability or any Subsidiary; (d) neither Borrower nor investigatory, remedial or corrective obligation of any Subsidiary has filed any notice under any Environmental Law or OSHA Law indicating or reporting (i) any past or present spillageother Person relating to applicable Environmental, disposal or release into the environment ofHealth, or treatment, storage or disposal of, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary; and (e) neither Borrower nor any Subsidiary has any known contingent liability in connection with (i) any spillage, disposal or release into the environment of, or otherwise with respect to, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any SubsidiarySafety Requirements.

Environmental, Health and Safety Matters. Except as disclosed on EXHIBIT 8.20Schedule 8.17, to the best of Borrower's knowledge, after reasonable inquiry: (a) the operations of Borrower and each knowledge of the Subsidiaries complies Seller, Seller has complied and is in compliance in all respects with (i) all applicable Environmental Laws, and to the knowledge of Seller, Seller’s predecessors have been compliant in all respects with all Environmental Laws. Without limiting the generality of the foregoing, to the knowledge of Seller, Seller has obtained and complied with, and is in compliance in all respects with, all permits and other authorizations that are required pursuant to Environmental Laws for the occupation of its facilities and the operation of its business. Seller has not received any written notice, report or other information regarding any actual or alleged violation of Environmental Laws or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to Seller, its facilities, its business or the Assets arising under Environmental Laws. To Seller’s knowledge, none of the following exists at any property or facility owned, leased or operated by Seller, at any time, or used in connection with the business of Seller: (i) underground storage tanks, (ii) all applicable OSHA Laws; asbestos-containing material in any form or condition, (biii) none materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas. Neither Seller, nor to the knowledge of Seller has any predecessor of Seller engaged in any of the operations of Borrower foregoing, has treated, stored, disposed of, arranged for or any Subsidiary are subject to any judicial or administrative proceeding alleging permitted the Violation of any Environmental Law or OSHA Law; (c) none of the operations of Borrower or any Subsidiary is the subject of federal or state investigation evaluating whether any remedial action is needed to respond to (i) a spillagedisposal of, disposal or release into the environment of any Hazardous Material or other hazardoustransported, toxic or dangerous waste, substance or constituenthandled, or other Released any substance, including any hazardous substance, or owned or operated any property or facility (iiand no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to liabilities, including any unsafe liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or unhealthful condition at any premises of Borrower or any Subsidiary; (d) neither Borrower nor any Subsidiary has filed any notice under attorney fees, pursuant to any Environmental Law Laws, nor to the knowledge of Seller has any predecessor of Seller engaged in any of the foregoing. To the knowledge of Seller, no facts, events or OSHA Law indicating or reporting (i) any conditions relating to the past or present spillagefacilities, disposal properties or release into operations of the environment ofbusiness of Seller or any of its predecessors will prevent, hinder or limit continued compliance with Environmental Laws, give rise to any investigatory, remedial or corrective obligations pursuant to any Environmental Laws, or treatmentgive rise to any other liabilities (whether accrued, storage absolute, contingent, unliquidated or disposal ofotherwise) pursuant to Environmental Laws, including any Hazardous Material relating to onsite or other hazardousoffsite Releases or threatened Releases of hazardous materials, toxic substances or dangerous wastewastes, substance personal injury, property damage or constituentnatural resources damage. Seller has disclosed on Schedule 8.17 all matters relating to the foregoing disclosed to Seller by Tomco Auto Products, or other substance or (ii) any unsafe or unhealthful condition at any premises Inc. pursuant to the disclosure schedule for the purchase agreement whereby Seller acquired the Tomco Business from Tomco Auto Products, Inc. on the Seller Acquisition Date and Seller has provided a complete and correct copy of Borrower or any Subsidiary; and (e) neither Borrower nor any Subsidiary has any known contingent liability in connection with (i) any spillagethat certain Phase I environmental assessment report dated June 16, disposal or release into 2004 relating to the environment of, or otherwise with respect to, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any SubsidiaryFacility.

Environmental, Health and Safety Matters. Except as disclosed on EXHIBIT 8.20Seller has complied and is in compliance with all federal and state environmental laws, rules and regulations (“Environmental Laws”) applicable to the best of Borrower's knowledge, after reasonable inquiry: (a) Business. Without limiting the operations of Borrower and each generality of the Subsidiaries complies foregoing, Seller has obtained and complied with, and is in compliance with, all respects with permits, licenses and other authorizations that are required pursuant to Environmental Laws for the occupation of its facilities and the operation of its Business. Seller has not received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental Laws, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under any Environmental Laws. None of the following exists at any property or facility owned or operated by Seller: (i) all applicable Environmental Lawsunderground storage tanks, and (ii) all applicable OSHA Laws; asbestos-containing material in any form or condition, (biii) none of the operations of Borrower materials or any Subsidiary are subject to any judicial or administrative proceeding alleging the Violation of any Environmental Law or OSHA Law; (c) none of the operations of Borrower or any Subsidiary is the subject of federal or state investigation evaluating whether any remedial action is needed to respond to (i) a spillage, disposal or release into the environment of any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituentequipment containing polychlorinated biphenyls, or other (iv) landfills, surface impoundments, or disposal areas. Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (iiand no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to liabilities, including any unsafe liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or unhealthful condition at any premises attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of Borrower 1980, as amended, the Solid Waste Disposal Act, as amended, or any Subsidiary; (d) neither Borrower nor any Subsidiary has filed any notice under any other Environmental Law or OSHA Law indicating or reporting (i) any past or present spillage, disposal or release into the environment of, or treatment, storage or disposal of, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary; and (e) neither Borrower nor any Subsidiary has any known contingent liability in connection with (i) any spillage, disposal or release into the environment of, or otherwise with respect to, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any SubsidiaryLaws.

Environmental, Health and Safety Matters. Except as disclosed on EXHIBIT 8.20, to the best of Borrower's knowledge, after reasonable inquiryin Schedule 2.19: (a) Each Acquired Company is and, during the operations of Borrower preceding five (5) years, has been in compliance in all material respects with all Environmental, Health and each Safety Requirements. No Acquired Company has received, during the preceding five (5) years, any order or notice from any Governmental Entity alleging to any actual, threatened or alleged violation or failure to comply with any Environmental, Health and Safety Requirement with respect to any Leased Real Property or other real property (whether formerly or presently leased, owned, or otherwise used or operated) or asset in which any Acquired Company has or had an interest that remains unresolved. Without limiting the generality of the Subsidiaries complies foregoing, each Acquired Company possesses, and is in compliance in all material respects with (i) with, all permits, licenses and government authorizations that are required under any applicable Environmental LawsEnvironmental, Health and Safety Requirements, and (ii) all applicable OSHA Laws; such permits, licenses and governmental authorizations are in full force and effect. (b) none No Acquired Company has received, during the preceding five (5) years, notice of actual or threatened liability under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Federal Oil Pollution Act of 1990 (“OPA90”) or any similar Applicable Law from any Governmental Entity or any third party claimant that remains unresolved. To the Knowledge of the operations of Borrower Partners, there are no facts, events, circumstances or any Subsidiary are subject to any judicial or administrative proceeding alleging the Violation of any Environmental Law or OSHA Law; (c) none of the operations of Borrower or any Subsidiary is the subject of federal or state investigation evaluating whether any remedial action is needed to respond conditions that could reasonably be expected to (i) form the basis for the assertion of any claim against any Acquired Company under any Environmental, Health and Safety Requirements, including OPA90, CERCLA or any similar Applicable Law with respect to any on site or off site location. (c) No Acquired Company has entered into or agreed to enter into, and no Acquired Company anticipates entering into, any consent decree or order, which remains unresolved, and no Acquired Company is subject to any unresolved judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of Hazardous Materials under, any applicable Environmental, Health and Safety Requirements. No Acquired Company has, either expressly or by operation of law, assumed or undertaken any material liability, including any material obligation for corrective or remedial action, of any other Person relating to Environmental, Health and Safety Requirements. (d) No Acquired Company, during the preceding five (5) years, has been alleged by a spillageGovernmental Entity or third party claimant to be in violation of, disposal and during the preceding five (5) years, has not been subject to any administrative or release into judicial enforcement proceeding pursuant to, applicable Environmental, Health and Safety Requirements. (e) There are no Actions pending or, to the environment Knowledge of the Partners, threatened against any Acquired Company pursuant to or based upon any provision of any Environmental, Health and Safety Requirements, or the Release of any Hazardous Material or other hazardousMaterials at, toxic or dangerous wasteon, substance or constituentunder, or from any plant, facility, site, yard, area or property currently or previously owned, leased or otherwise used by any 46 Acquired Company or, to the Knowledge of the Partners, by any other substancePerson (the term “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the Environment, and the term “Environment” includes the air (including ambient air and all layers of the atmosphere), land (including soil, surface or subsurface strata or medium, sediments, fill or lands submerged under water, water (including oceans, lakes, rivers, streams, drinking water supply, groundwater and surface water), and all other environmental media. (f) The Partners have delivered or otherwise made available to the Purchasers or Quanta true, correct and complete copies of all material environmental audit reports or environmental site assessments and prepared within the preceding five (5) year period regarding each Acquired Company and any properties formerly or currently leased, owned or otherwise used or operated by any Acquired Company in the possession, custody or control of any of the Partners or any Acquired Company. (g) There has been no Release of Hazardous Materials by any Acquired Company, any Partner or Related Party or, to the Knowledge of the Partners, any other Person, at, on, under or from any presently or formerly leased or owned real properties of any Acquired Company for which any material investigatory, remedial, monitoring, or restoration or remediation activities would be required of an Acquired Company under any Environmental, Health and Safety Requirements, and none of (A) the Leased Real Properties leased under a lease which is an Existing Related Party Lease, or (iiB) to the Knowledge of the Partners, the Leased Real Property leased under a lease which is not an Existing Related Party Lease, any unsafe or unhealthful condition at any premises of Borrower improvements thereon or any Subsidiary; equipment of any Acquired Company contains any asbestos, polychlorinated biphenyls (d) neither Borrower nor any Subsidiary has filed any notice PCBs), underground storage tanks, pits or sumps on or under any Environmental Law such Leased Real Property, improvements or OSHA Law indicating equipment for which any investigatory, remedial, monitoring or reporting restoration activities would be required. To the Knowledge of the Partners, no Hazardous Materials are migrating to or from any Acquired Company’s real property, facilities or other Assets (whether owned, leased, occupied, managed, controlled or licensed). (h) No Acquired Company has retained or assumed, by contract or operation of Applicable Law, any liabilities or obligations of third parties (as opposed to liabilities or obligations resulting from the acts or omissions of such Acquired Company) under any Environmental, Health and Safety Requirements of an Acquired Company. (i) any past or present spillage, disposal or release into the environment of, or treatment, storage or disposal of, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary; and (e) neither Borrower nor any Subsidiary No Acquired Company has any known contingent liability experienced a fatality in connection with its operations during the past five (i5) years. As used in this Agreement, the term “Environmental, Health and Safety Requirements” means all applicable federal, state, municipal and local laws, statutes, regulations, ordinances, by-laws, codes, standards, directives and policies (including those in foreign jurisdictions) having the force or effect of law, all judicial and administrative orders and determinations, all binding agreements with any spillageGovernmental Entity and all common law concerning public health and safety, disposal working health and safety, and concerning pollution (or release into cleanup thereof), the environment ofprotection or preservation of natural resources, protected, endangered, threatened or at-risk species or species of special concern or the Environment, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, warning, 47 discharge, release, threatened release, control, or otherwise cleanup of any Hazardous Materials, each as amended, including the following (including their implementing regulations and any state analogs): OPA90; CERCLA; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq. (as related to Hazardous Materials); and the related principles of common law and equity. As used in this Agreement, the term “Hazardous Materials” means any material, substance, pollutant or waste as it is defined, listed or designated as a hazardous substance, hazardous waste, petroleum or petroleum-derived substance or waste, PCBs, asbestos, radioactive substance or any constituent or combination of any such substance or waste, the storage, manufacture, generation, treatment, transportation, release, remediation, use, handling or disposal of which by any Acquired Company is governed by any applicable Environmental, Health and Safety Requirement. This Section 2.19 constitutes the sole and exclusive representations and warranties of the Partners with respect toto Environmental, Health and Safety Requirements, Hazardous Materials, and any Hazardous Material other environmental, health or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary.safety matter. Section 2.20

Environmental, Health and Safety Matters. Except as disclosed on EXHIBIT 8.20, to the best of Borrower's knowledge, after reasonable inquiry: (a) the operations of Borrower and each Except as set forth in Section 3.14(a) of the Subsidiaries complies in all respects with Seller Disclosure Schedule, the Seller, the Selling Affiliates and the Acquired Companies (i) all applicable are in material compliance with all, and since January 1, 2010, have not violated in any material respect any, Environmental Laws, Laws (to the extent that they relate to the Business) and (ii) hold all applicable OSHA Laws; material Governmental Authorizations required of the Seller, the Selling Affiliates and the Acquired Companies under Environmental Laws to conduct the Business as presently conducted or to occupy the Owned Real Property, the Acquired Company Real Property, the Leased Real Property and the Acquired Company Leased Real Property as presently occupied and the Seller is not aware of any reasonable basis for any such Governmental Authorization to be revoked, adversely modified or not renewed. (b) none None of the operations of Borrower Seller, any Selling Affiliate or any Subsidiary are subject to Acquired Company has received any judicial written notice stating that the conduct of the Business or administrative proceeding alleging the Violation condition of any Owned Real Property, Acquired Company Real Property, Leased Real Property or Acquired Company Leased Real Property is in violation of any Environmental Law in a way that could be material to any Acquired Companies or OSHA Law; the Business. (c) none of No Proceeding is pending or, to the operations of Borrower Seller’s Knowledge, threatened against the Seller, any Selling Affiliate or any Subsidiary Acquired Company that alleges a violation by the Seller, any Selling Affiliate or any Acquired Company of any applicable Environmental Laws (to the extent that they relate to the Business) or relating to Hazardous Materials. (d) No Seller, Selling Affiliate or Acquired Company has used, stored, disposed of, or otherwise managed Hazardous Materials at (and to the Seller’s Knowledge, no Hazardous Materials are otherwise affecting or present at) any Owned Real Property, Acquired Company Real Property, Leased Real Property or Acquired Company Leased Real Property or, to the Seller’s Knowledge, at any other location for which any Acquired Company or the Business is the otherwise subject of federal to liability, in a manner or state investigation evaluating whether any remedial action is needed to respond under circumstances 40 or conditions, that could reasonably be expected to (i) a spillage, disposal or release into give rise to material liability of the environment of any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substanceBusiness, or (ii) materially interfere with continued operations of the Business. (e) None of the Seller, any unsafe or unhealthful condition at any premises of Borrower Selling Affiliate or any Subsidiary; Acquired Company has assumed or retained, by contract or, to the Seller’s Knowledge, by operation of Law, any liabilities or obligations under Environmental Law or relating to Hazardous Materials that would reasonably be expected to result in a Material Adverse Effect. (df) neither Borrower nor The Seller has made available to the Purchaser all environmental reports, and all correspondence with any Subsidiary has filed Governmental Authority or any notice other Person relating to any unresolved environmental claims, requests for information, or obligations that could reasonably be expected to be material, in any case in the custody or control of the Seller, the Selling Affiliates and the Acquired Companies containing information relating to noncompliance with or liability under any Environmental Law or OSHA Law indicating or reporting (i) any past or present spillage, disposal or release into the environment of, or treatment, storage or disposal of, regarding any Hazardous Material or other hazardousMaterials, toxic or dangerous waste, substance or constituent, or other substance or (ii) in any unsafe or unhealthful condition at any premises of Borrower case for which the Business or any Subsidiary; of the Acquired Companies may be liable. (g) The representations and (e) neither Borrower nor any Subsidiary has any known contingent liability warranties in connection with (i) any spillageSections 3.3, disposal or release into 3.5 3.6, 3.10 and this Section 3.14 constitute the environment of, or otherwise sole and exclusive representations and warranties of the Seller with respect to, to any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary.matters relating to compliance with Environmental Laws. Section 3.15

Environmental, Health and Safety Matters. Except as disclosed on EXHIBIT 8.20, to the best of Borrower's knowledge, after reasonable inquiry: (a) the operations of Borrower Except as set forth on Schedule 3.10(a), (i) Seller and each of its Subsidiaries have complied with, and are in compliance with, the Subsidiaries complies Environmental, Health, and Safety Requirements, in all respects with (i) all applicable Environmental Lawsmaterial respects, and (ii) all applicable OSHA Laws; (b) none without limiting the generality of the operations foregoing, Seller and each of Borrower its Subsidiaries have obtained and complied with, and are in compliance with, in all material respects, all permits, licenses and other authorizations that are required pursuant to the Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business, (iii) neither Seller nor any of its Subsidiaries has received any notice regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any Subsidiary are subject to material Liability or Loss Contingency arising under the Environmental, Health, and Safety Requirements (including any judicial investigatory, remedial or administrative proceeding alleging corrective obligations) (iv) neither Seller nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the Violation of any Environmental Law disposal of, transported, handled, or OSHA Law; (c) none of the operations of Borrower or any Subsidiary is the subject of federal or state investigation evaluating whether any remedial action is needed to respond to (i) a spillage, disposal or release into the environment of released any Hazardous Material or other hazardousowned or operated any property or facility (and no such property or facility is contaminated by any Hazardous Material) in a manner that has given or reasonably could be expected to give rise to any material Liability, toxic including Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or dangerous wasteattorney fees, substance or constituentpursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or any other substanceEnvironmental, or Health, and Safety Requirements, and (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary; (dvi) neither Borrower Seller nor any Subsidiary has filed any notice under any Environmental Law of its Subsidiaries has, either expressly or OSHA Law indicating or reporting (i) any past or present spillageby operation of law, disposal or release into the environment ofassumed, or treatment, storage or disposal of, any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiary; and (e) neither Borrower nor any Subsidiary has any known contingent liability in connection with (i) any spillage, disposal or release into the environment of, undertaken or otherwise with respect tobecome subject to any material Liability of any other Person relating to Environmental, any Hazardous Material or other hazardousHealth, toxic or dangerous waste, substance or constituent, or other substance or (ii) any unsafe or unhealthful condition at any premises of Borrower or any Subsidiaryand Safety Requirements.