Common use of Environmental Laws and Regulations Clause in Contracts

Environmental Laws and Regulations. (a) Except as would not, individually or in the aggregate, have a Business Material Adverse Effect, (i) the Seller Entities and the Acquired Companies have conducted the Bay Area Business in compliance with all applicable Environmental Laws (as hereinafter defined), (ii) no Hazardous Substance (as hereinafter defined) is present in, on, under or about any of the properties currently owned or leased by any of the Acquired Companies or, in connection with the operation of the Bay Area Business, the Seller Entities in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iii) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing Date, no Hazardous Substance is present in, on, under or about any of the properties previously owned or leased by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iv) since December 25, 2005, as of March 12, 2006, neither Knight Ridder nor any of its Subsidiaries (including the Acquired Companies) has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that Knight Ridder and its Subsidiaries may be in violation of, or liable under, any Environmental Law as it pertains to the operation of the Bay Area Business, (v) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing Date, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties owned, leased or operated by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, as a result of any activity of any Seller Entity or any Acquired Company during the time such properties were owned, leased or operated by any Seller Entity or any Acquired Company and (vi) neither any Acquired Company or its properties nor any of the properties of the Seller Entities that are used in connection with the operation of the Bay Area Business are subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted or arising under any Environmental Law. It is agreed and understood that no representation or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 3.6.

Environmental Laws and Regulations. (a) Except as would not, individually or in the aggregate, have a Business Material Adverse Effect, (i) the Seller Entities and the Acquired Companies have conducted the Bay Area Other Business in compliance with all applicable Environmental Laws (as hereinafter defined), (ii) no Hazardous Substance (as hereinafter defined) is present in, on, under or about any of the properties currently owned or leased by any of the Acquired Companies or, in connection with the operation of the Bay Area Other Business, the Seller Entities in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iii) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing Date, no Hazardous Substance is present in, on, under or about any of the properties previously owned or leased by any of the Acquired Companies or, with respect to the Bay Area Other Business, the Seller Entities, in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iv) since December 25, 2005, as of March 12, 2006, neither Knight Ridder nor any of its Subsidiaries (including the Acquired Companies) has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that Knight Ridder and its Subsidiaries may be in violation of, or liable under, any Environmental Law as it pertains to the operation of the Bay Area Other Business, (v) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing Date, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties owned, leased or operated by any of the Acquired Companies or, with respect to the Bay Area Other Business, the Seller Entities, as a result of any activity of any Seller Entity or any Acquired Company during the time such properties were owned, leased or operated by any Seller Entity or any Acquired Company and (vi) neither any Acquired Company or its properties nor any of the properties of the Seller Entities that are used in connection with the operation of the Bay Area Other Business are subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted or arising under any Environmental Law. It is agreed and understood that no representation or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 3.6.

Environmental Laws and Regulations. (a) Except as would not, individually or in the aggregate, have a Business Parent Material Adverse Effect, (i) the Seller Entities Parent and the Acquired Companies its Subsidiaries have conducted the Bay Area Business their respective businesses in compliance with all applicable Environmental Laws (as hereinafter defined)Laws, (ii) no Hazardous Substance (as hereinafter defined) is present in, on, under or about any of the properties currently owned or leased at any time by Parent or any of the Acquired Companies or, in connection with the operation of the Bay Area Business, the Seller Entities its Subsidiaries in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity Parent or any Acquired Company of its Subsidiaries would reasonably be expected to be liable, (iii) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing DateParent, no Hazardous Substance is present in, on, under or about any of the properties previously owned or leased by Parent or any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, its Subsidiaries in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity Parent or any Acquired Company of its Subsidiaries would reasonably be expected to be liable, (iv) since December 25, 2005, as of March 12, 2006the date of this Agreement, neither Knight Ridder Parent nor any of its Subsidiaries (including the Acquired Companies) has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that Knight Ridder and Parent or any of its Subsidiaries may be in violation of, or liable under, any Environmental Law as it pertains to the operation of the Bay Area BusinessLaw, (v) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing DateParent, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties owned, leased or operated by Parent or any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, its Subsidiaries as a result of any activity of any Seller Entity Parent or any Acquired Company of its Subsidiaries during the time such properties were owned, leased or operated by any Seller Entity Parent or any Acquired Company of its Subsidiaries and (vi) neither any Acquired Company or Parent, its properties Subsidiaries nor any of the their respective properties of the Seller Entities that are used in connection with the operation of the Bay Area Business are subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted or arising under any Environmental Law. It is agreed and understood that no representation or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 3.64.8.

Environmental Laws and Regulations. (a) Except as set forth in Section 4.7 of the Danube Disclosure Letter and except for such matters as would notnot reasonably be expected to have, individually or in the aggregate, have a Business Danube Material Adverse Effect: (a) Danube and its Subsidiaries are now, (i) and have been since the Seller Entities and the Acquired Companies have conducted the Bay Area Business Reference Date, in compliance with all applicable Environmental Laws Laws, which compliance includes obtaining, maintaining and complying with all Environmental Permits required for Danube and the Danube Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted; (as hereinafter defined), (iib) no Hazardous Substance (as hereinafter defined) is present inreal property currently, on, under or about any of the properties currently owned or leased by any of the Acquired Companies or, in connection with the operation of the Bay Area Business, the Seller Entities in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iii) to the knowledge of Knight Ridder as of March 12Danube, 2006 and the Merger Closing Date, no Hazardous Substance is present in, on, under or about any of the properties previously owned or leased by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iv) since December 25, 2005, as of March 12, 2006, neither Knight Ridder nor any of its Subsidiaries (including the Acquired Companies) has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that Knight Ridder and its Subsidiaries may be in violation of, or liable under, any Environmental Law as it pertains to the operation of the Bay Area Business, (v) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing Date, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties formerly owned, leased or operated by Danube or any of its Subsidiaries, or any third-party real property used by Danube or any Danube Subsidiary for the Acquired Companies ortreatment, with respect to the Bay Area Business, the Seller Entities, as a result storage or disposal of any activity Hazardous Substance, is contaminated with any Hazardous Substance in a manner or concentration that is in violation of any Seller Entity Environmental Law or that has given rise or is reasonably likely to give rise to any Environmental Liability of Danube or any Acquired Company during Danube Subsidiary; (c) since the time such properties were ownedReference Date, leased neither Danube nor any Danube Subsidiary has received any notice, demand letter, claim or operated by any Seller Entity request for information alleging that Danube or any Acquired Company and Danube Subsidiary is or may be in violation of any Environmental Law, or is or may be subject to any Environmental Liability; (vid) neither any Acquired Company or its properties Danube nor any of the properties of the Seller Entities that are used in connection with the operation of the Bay Area Business are its Subsidiaries is subject to any liabilities Order or agreement with any Governmental Entity, or any indemnity or other agreement with any third-party, imposing any Liabilities pursuant to any Environmental Law or relating to any suitRelease of Hazardous Substances and (e) there are no Proceedings pending or, settlementto the knowledge of Danube, court orderthreatened in writing, administrative order, regulatory requirement, judgment against Danube or written claim asserted or any Danube Subsidiary arising under Environmental Law or related to Hazardous Substances, including, but not limited to, any Proceeding that seeks or would reasonably be expected to result in the revocation, cancellation, termination, non-renewal or adverse modification of any Environmental Law. It is agreed Permit required for Danube and understood that no representation the Danube Subsidiaries to own, lease and operate their properties and assets or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 3.6to carry on their businesses as they are now being conducted.

Environmental Laws and Regulations. (a) Except as has not had since December 30, 2007 and would notnot reasonably be expected to have, individually or in the aggregate, have a Business Wendy’s Material Adverse Effect, (i) the Seller Entities Wendy’s and the Acquired Companies its Subsidiaries have conducted the Bay Area Business their respective businesses in compliance with all applicable Environmental Laws (as hereinafter defined)Laws, (ii) no Hazardous Substance (as hereinafter defined) is present into the knowledge of Wendy’s, on, under or about any none of the properties currently owned owned, leased or leased operated by Wendy’s or any of the Acquired Companies or, in connection with the operation of the Bay Area Business, the Seller Entities its Subsidiaries contains any Hazardous Substance in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liablegive rise to liability under Environmental Laws, (iii) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing Date, no Hazardous Substance is present in, on, under or about any of the properties previously owned or leased by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iv) since December 25, 2005, as of March 12January 2, 2006, neither Knight Ridder Wendy’s nor any of its Subsidiaries (including the Acquired Companies) has received any noticeswritten notice, demand letters letter or requests written request for information from any federal, state, local or foreign Governmental Entity indicating that Knight Ridder and Wendy’s or any of its Subsidiaries or any person whose liability Wendy’s or any of its Subsidiaries has retained or assumed, either contractually or by operation of law, may be in violation of, or liable under, any Environmental Law as it pertains to the operation of the Bay Area BusinessLaw, (viv) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing DateWendy’s, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving which has given rise to any liability under Environmental Law, from any properties presently or formerly owned, leased or operated by Wendy’s or any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, as a result of any activity of any Seller Entity its Subsidiaries or any Acquired Company during the time such properties were owned, leased or operated by any Seller Entity or any Acquired Company other property and (viv) neither any Acquired Company or Wendy’s, its properties Subsidiaries nor any of the their respective properties or any person whose liability Wendy’s or any of the Seller Entities that are used in connection with the its Subsidiaries has retained or assumed, either contractually or by operation of the Bay Area Business are law, is subject to any liabilities relating to any pending or, to the knowledge of Wendy’s, threatened suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted or arising under any Environmental Law. It is agreed and understood that no No representation or warranty is made by Wendy’s in respect of environmental matters in any Section of this Agreement other than in this Section 3.63.8. Wendy’s has made available to Triarc true and complete copies of all material environmental records, reports, notifications, certificates of need, permits, engineering studies, and environmental studies or assessments, in each case as requested by Triarc and in Wendy’s possession, and in each case as amended and in effect.

Environmental Laws and Regulations. (a) Except as would not, individually or in set forth on Section 3.9(a)(i) of the aggregate, have a Business Material Adverse EffectCompany Disclosure Schedule, (i) the Seller Covered Entities and the Acquired Companies have conducted the Bay Area Business their respective businesses and are in compliance with all applicable Environmental Laws (as hereinafter defined)) and, while owned by the Company, each of the former Subsidiaries conducted their respective businesses in compliance with all applicable Environmental Laws, and (ii) there has been no Release of any Hazardous Substance (as hereinafter defined) is present in, on, under or about any of the properties currently owned or leased by any Covered Entity, or by former Subsidiaries while owned by the Company, or from any properties while owned by a Covered Entity or former Subsidiaries while owned by the Company, or as a result of any operations or activities of a Covered Entity or former Subsidiaries while owned by the Acquired Companies orCompany, in connection with the operation of the Bay Area Business, the Seller Entities in amounts exceeding the levels permitted by applicable Environmental Laws and any manner or for which any Seller a Covered Entity or any Acquired Company would be responsible that could reasonably be expected to be liablegive rise to any remedial obligation, (iii) to the knowledge corrective action requirement or other liability of Knight Ridder as of March 12, 2006 and the Merger Closing Date, no Hazardous Substance is present in, on, any kind under or about any of the properties previously owned or leased by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Laws. No Covered Entity or any Acquired Company would reasonably be expected to be liable, (iv) since December 25, 2005, as of March 12, 2006, neither Knight Ridder nor any of its Subsidiaries (including the Acquired Companies) has received any written notices, demand letters or written requests for information from any federal, state, local or foreign or provincial Governmental Entity indicating asserting that Knight Ridder and its Subsidiaries such Covered Entity may be in violation of, or liable under, any Environmental Law as it pertains to the operation of the Bay Area Business, (v) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing Date, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties owned, leased or operated by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, as a result of any activity of any Seller Entity or any Acquired Company during the time such properties were owned, leased or operated by any Seller Entity or any Acquired Company and (vi) neither any Acquired Company or its properties Covered Entity nor any of their respective properties are, or, to the properties Knowledge of the Seller Entities that Company are used in connection with the operation of the Bay Area Business are threatened to become, subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted or arising under any Environmental Law or Releases of Hazardous Substances. Except as set forth in Section 3.9(a)(ii) of the Company Disclosure Schedule, none of the properties currently owned or operated by the Covered Entities contain an active or inactive incinerator, lagoon, landfill, septic system, wastewater treatment system, underground storage tank, friable asbestos or friable asbestos-containing material, or polychlorinated biphenyls Other than any customary indemnification obligations included in Contracts executed in connection with Indebtedness of the Company or its Subsidiaries, or any predecessor is subject to any Contract that may require a Covered Entity to pay to, reimburse, guarantee, pledge, defend, indemnify or hold harmless any Person for or against any liabilities related to Releases of Hazardous Substances or arising under Environmental Law. It is agreed No Environmental Law regulates the transfer or requires the submission of any notice of transfer of the current properties owned or operated by any Covered Entity. The Company has made available to Parent true and understood complete copies of all environmental reports, studies, investigations or correspondence in the Company’s possession or control regarding any environmental liabilities of the Covered Entities or any environmental conditions that no representation relate to the current or warranty is made in respect formerly owned or operated properties, facilities or operations of environmental matters in any Section of this Agreement other than this Section 3.6the Covered Entities (collectively, the “Environmental Reports”).

Environmental Laws and Regulations. (a) Except as disclosed ---------------------------------- in the Company SEC Documents or in Section 3.20 of the Company Disclosure Letter and as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse EffectEffect on the Company, (ia) Hazardous Materials (as hereinafter defined) have not at any time been generated, used, treated or stored on, or transported to or from or released or disposed of on any Company Property (as hereinafter defined) or, to the Seller Entities and knowledge of the Acquired Companies have conducted the Bay Area Business Company, any property adjoining or adjacent to any Company Property, except in material compliance with all applicable Environmental Laws (as hereinafter defined) and so as not to result in or reasonably be the basis for a material Environmental Claim (as hereinafter defined), (iib) no Hazardous Substance (as hereinafter defined) is present in, on, under or about any the Company and each of the properties currently owned or leased by any of the Acquired Companies or, its Subsidiaries are in connection compliance in all material respects with the operation of the Bay Area Business, the Seller Entities in amounts exceeding the levels permitted by applicable all Environmental Laws and for which the requirements of any Seller Entity or permits issued under such Environmental Laws with respect to any Acquired Company would reasonably be expected to be liableProperty, (iiic) there are no past, pending or, to the knowledge of Knight Ridder as of March 12the Company, 2006 and threatened Environmental Claims against the Merger Closing Date, no Hazardous Substance is present in, on, under Company or about any of the properties previously owned or leased by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iv) since December 25, 2005, as of March 12, 2006, neither Knight Ridder nor any of its Subsidiaries (including the Acquired Companies) has received or any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that Knight Ridder and its Subsidiaries may be in violation of, or liable under, any Environmental Law as it pertains to the operation of the Bay Area BusinessCompany Property, (vd) there are no facts or circumstances, conditions or occurrences regarding any Company Property or, to the knowledge of Knight Ridder as of March 12the Company, 2006 and the Merger Closing Date, no Hazardous Substance has been disposed of, released any property adjoining or transported in violation of any applicable Environmental Law, or in a manner giving rise adjacent to any liability under Company Property that could reasonably be anticipated (A) to form the basis of an Environmental Law, from any properties owned, leased Claim against the Company or operated by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, as a result of any activity of any Seller Entity its subsidiaries or any Acquired Company during the time Property or (B) to cause such properties were owned, leased or operated by any Seller Entity or any Acquired Company and (vi) neither any Acquired Company or its properties nor any of the properties of the Seller Entities that are used in connection with the operation of the Bay Area Business are Property to be subject to any liabilities relating to any suitrestrictions on its ownership, settlementoccupancy, court order, administrative order, regulatory requirement, judgment use or written claim asserted or arising transferability under any Environmental Law, (e) there are not now and to the knowledge of the Company never have been any underground storage tanks located on any Company Property and (f) no Company Property is listed on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq. It is agreed or state equivalent lists and understood that no representation or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 3.6.laws. -- ---

Environmental Laws and Regulations. (a) Except as disclosed ---------------------------------- in the Company SEC Documents or in Section 3.20 of the Company Disclosure Letter and as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse EffectEffect on the Company, (ia) Hazardous Materials (as hereinafter defined) have not at any time been generated, used, treated or stored on, or transported to or from or released or disposed of on any Company Property (as hereinafter defined) or, to the Seller Entities and knowledge of the Acquired Companies have conducted the Bay Area Business Company, any property adjoining or adjacent to any Company Property, except in material compliance with all applicable Environmental Laws (as hereinafter defined) and so as not to result in or reasonably be the basis for a material Environmental Claim (as hereinafter defined), (iib) no Hazardous Substance (as hereinafter defined) is present in, on, under or about any the Company and each of the properties currently owned or leased by any of the Acquired Companies or, its Subsidiaries are in connection compliance in all material respects with the operation of the Bay Area Business, the Seller Entities in amounts exceeding the levels permitted by applicable all Environmental Laws and for which the requirements of any Seller Entity or permits issued under such Environmental Laws with respect to any Acquired Company would reasonably be expected to be liableProperty, (iiic) there are no past, pending or, to the knowledge of Knight Ridder as of March 12the Company, 2006 and threatened Environmental Claims against the Merger Closing Date, no Hazardous Substance is present in, on, under Company or about any of the properties previously owned or leased by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iv) since December 25, 2005, as of March 12, 2006, neither Knight Ridder nor any of its Subsidiaries (including the Acquired Companies) has received or any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that Knight Ridder and its Subsidiaries may be in violation of, or liable under, any Environmental Law as it pertains to the operation of the Bay Area BusinessCompany Property, (vd) there are no facts or circumstances, conditions or occurrences regarding any Company Property or, to the knowledge of Knight Ridder as of March 12the Company, 2006 and the Merger Closing Date, no Hazardous Substance has been disposed of, released any property adjoining or transported in violation of any applicable Environmental Law, or in a manner giving rise adjacent to any liability under Company Property that could reasonably be anticipated (A) to form the basis of an Environmental Law, from any properties owned, leased Claim against the Company or operated by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, as a result of any activity of any Seller Entity its subsidiaries or any Acquired Company during the time Property or (B) to cause such properties were owned, leased or operated by any Seller Entity or any Acquired Company and (vi) neither any Acquired Company or its properties nor any of the properties of the Seller Entities that are used in connection with the operation of the Bay Area Business are Property to be subject to any liabilities relating to any suitrestrictions on its ownership, settlementoccupancy, court order, administrative order, regulatory requirement, judgment use or written claim asserted or arising transferability under any Environmental Law, (e) there are not now and to the knowledge of the Company never have been any underground storage tanks located on any Company Property and (f) no Company Property is listed on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq. It is agreed or state equivalent lists and understood that no representation or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 3.6laws.

Environmental Laws and Regulations. Except as set forth in Schedule 4.20, and except where it would not have a Material Adverse Effect (a) Except as would notHazardous Materials have not been generated, individually used, treated or in the aggregatestored on, have a Business Material Adverse Effector transported to or from, any Seller Property by Seller, its authorized agents or its independent contractors (including suppliers) or any property adjoining any Seller Property, (ib) Hazardous Materials have not been Released or disposed of by Seller, its authorized agents or its independent contractors (including suppliers) on any Seller Property or, to the knowledge of Seller Entities or Dr. Bilyeu, any property adjoining any Seller Property, except such Xxxxxxxx xhich do not violate any Environmental Laws, (c) to the knowledge of Seller and the Acquired Companies have conducted the Bay Area Business Dr. Bilyeu, Seller is in compliance with all applicable Environmentax Xxxx xxx the requirements of any Permits issued under such Environmental Laws (as hereinafter defined)with respect to any Seller Property, (ii) no Hazardous Substance (as hereinafter defined) is present in, on, under or about any of the properties currently owned or leased by any of the Acquired Companies or, in connection with the operation of the Bay Area Business, the Seller Entities in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iiid) to the knowledge of Knight Ridder as of March 12Seller and Dr. Bilyeu, 2006 and the Merger Closing Date, there are no Hazardous Substance is present in, on, under pending or about any of the properties previously owned threatened Environmental Claims xxxxxxx Xxller or leased by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liableProperty, (iv) since December 25, 2005, as of March 12, 2006, neither Knight Ridder nor any of its Subsidiaries (including the Acquired Companies) has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that Knight Ridder and its Subsidiaries may be in violation of, or liable under, any Environmental Law as it pertains to the operation of the Bay Area Business, (ve) to the knowledge of Knight Ridder as Seller and Dr. Bilyeu, there are no facts or circumstances, conditions, pre-exixxxxx xxxxitions or occurrences on any Seller Property that could reasonably be anticipated (A) to form the basis of March 12, 2006 and the Merger Closing Date, no Hazardous Substance has been disposed of, released an Environmental Claim against Seller or transported in violation of any applicable Environmental LawSeller Property, or in a manner giving rise (B) to any liability under Environmental Law, from any properties owned, leased or operated by any of the Acquired Companies or, with respect cause such Seller Property to the Bay Area Business, the Seller Entities, as a result of any activity of any Seller Entity or any Acquired Company during the time such properties were owned, leased or operated by any Seller Entity or any Acquired Company and (vi) neither any Acquired Company or its properties nor any of the properties of the Seller Entities that are used in connection with the operation of the Bay Area Business are be subject to any liabilities relating to any suitrestrictions on the ownership, settlement, court order, administrative order, regulatory requirement, judgment occupancy use or written claim asserted or arising transferability of such Seller Property under any Environmental Law. It is agreed , (f) there are not now and understood that no representation there never have been any underground storage tanks located on any Seller Property, and (g) Seller has not in the ordinary course of business transported or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 3.6stored Hazardous Materials.

Environmental Laws and Regulations. (a) Except as would not, individually or in the aggregate, have a result in the Business Material Adverse Effectincurring material costs, liabilities and expenses under Environmental Laws (as defined below), (i) the Seller Entities and the Acquired Companies have conducted the Bay Area Business in compliance with and are in compliance with all applicable Environmental Laws (as hereinafter defined)and are in compliance with all Environmental Laws, (ii) no Hazardous Substance (as hereinafter defineddefined below) is present at, in, on, under or about any of the properties currently owned or leased by any of the Acquired Companies or, in connection with the operation of the Bay Area Business, the Seller Entities in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iii) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing Dateor Seller, no Hazardous Substance is present in, on, under or about any of the properties previously owned or leased by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iv) since December 25, 20052005 none of Knight Ridder, as of March 12, 2006, neither Knight Ridder nor Seller or any of its their respective Subsidiaries (including the Acquired Companies) has have received any notices, demand letters or requests for information from any person, including any federal, state, local or foreign Governmental Entity indicating that Knight Ridder and its Subsidiaries may be in violation of, or liable under, any Environmental Law as it pertains to the operation of the Bay Area Business and, to the knowledge of Knight Ridder or Seller, neither the Acquired Companies or, with respect to the Business, the Seller Entities are the subject of any outstanding notices, demand letters or requests for information from any person, including any federal, state, local or foreign Governmental Entity indicating that Knight Ridder or any of its Subsidiaries may be in violation of, or liable under, any Environmental Law as it pertains to the operation of the Business, (v) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing Dateor Seller, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties owned, leased or operated by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, as a result of any activity of any Seller Entity or any Acquired Company during the time such properties were previously owned, leased or operated by any Seller Entity or any Acquired Company and operated, (vi) neither any Acquired Company or its properties nor any of the properties of the Seller Entities that are used or, to the knowledge of Knight Ridder or Seller, have been used in connection with the operation of the Bay Area Business are subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted or arising under any Environmental Law, and (vii) none of the Acquired Companies or, with respect to the Business, the Seller Entities, have caused the delivery for off-site disposal or off-site treatment of any Hazardous Materials. It is agreed and understood that no representation or warranty is made in respect of environmental matters in any Section section of this Agreement other than this Section 3.63.6 or Section 3.5 as it relates to Seller Permits.

Environmental Laws and Regulations. (a) Except as would notnot reasonably be expected to, individually or in the aggregate, have a Business Company Material Adverse Effect, since January 1, 2013 in the case of the Company and its Non-CAPL Subsidiaries, and since October 1, 2014 in the case of the Company’s CAPL Subsidiaries: (i) each of the Seller Entities Company and the Acquired Companies have conducted the Bay Area Business its Subsidiaries is and has been in compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining and complying with all Company Permits required under Environmental Laws (as hereinafter defined), “Environmental Permits”) and all such Environmental Permits are in full force and effect; (ii) there has been no disposal or release of any Hazardous Substance (as hereinafter defined) is present in, on, under by the Company or about any of its Subsidiaries, or to the properties currently owned or leased by any Knowledge of the Acquired Companies orCompany, any other Person in connection with the operation of the Bay Area Business, the Seller Entities in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company manner that would reasonably be expected to be liable, (iii) give rise to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing Date, no Hazardous Substance is present in, on, under Company or about any of the properties previously owned or leased by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iv) since December 25, 2005, as of March 12, 2006, neither Knight Ridder nor any of its Subsidiaries incurring any remedial obligation, corrective action requirement or other liability or obligation under applicable Environmental Laws or Environmental Permits; (including iii) there are no investigations, actions, suits, proceedings, reviews, or inquiries pending or, to the Acquired Companies) has received Knowledge of the Company, threatened in writing against the Company or any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that Knight Ridder and of its Subsidiaries may be in violation ofinvolving any real property currently or formerly owned, operated or liable under, leased by or for the Company or any of its Subsidiaries alleging noncompliance with or liability under any Environmental Law or Environmental Permit; and (iv) as it pertains of the date hereof, the Company’s and its Subsidiaries’ underground storage tank systems (“UST Systems”) comply with all applicable requirements relating to the operation registration, reporting, licensing, use and maintenance of the Bay Area Business, UST Systems such that its UST Systems (v) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing Date, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties owned, leased or operated by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, as a result of any activity of any Seller Entity or any Acquired Company during the time such properties were owned, leased or operated by any Seller Entity or any Acquired Company and (vi) neither any Acquired Company or its properties nor any Subsidiary as the owner and/or operator thereof) qualify for inclusion in all applicable government funds for the reimbursement of the properties of the Seller Entities that are used in connection with the operation of the Bay Area Business are subject to any liabilities corrective action costs relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted or arising under any Environmental Law. It is agreed UST Systems (“UST Funds”) and understood that no representation or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 3.6for all applicable reimbursement pursuant to such UST Funds.

Environmental Laws and Regulations. (a) Except as would notWith respect to all real property presently or formerly owned, individually operated, leased or in used by the aggregateBank, have a Business Material Adverse Effectthe Bank and each of the prior owners, (i) to the knowledge of the Seller Entities and the Acquired Companies have after due inquiry, has conducted the Bay Area Business their respective businesses in compliance with all applicable Environmental Laws federal, state, county and municipal laws, statutes, regulations, rules, ordinances, orders, directives, restrictions and requirements relating to, without limitation, responsible property transfer, underground storage tanks, petroleum products, air pollutants, water pollutants or storm water or process waste water or otherwise relating to the environment, air, water, soil or toxic or hazardous substances or to the manufacturing, recycling, handling, processing, distribution, use, generation, treatment, storage, disposal or transport of any hazardous or toxic substances or petroleum products (as hereinafter definedincluding polychlorinated biphenyls, whether contained or uncontained, and asbestos-containing materials, whether friable or not), (ii) no including, without limitation, the Federal Solid Waste Disposal Act, the Hazardous Substance (and Solid Waste Amendments, the Federal Clean Air Act, the Federal Clean Water Act, the Occupational Health and Safety Act, the Federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 and the Superfund Amendments and Reauthorization Act of 1986, all as hereinafter defined) is present inamended, on, under or about any and the rules and regulations of the properties currently owned Environmental Protection Agency, the Nuclear Regulatory Agency, the Army Corp of Engineers, the Department of Interior, the United States Fish and Wildlife Service and any state department of natural resources or leased by any of state environmental protection agency now in effect (collectively, the Acquired Companies “Environmental Laws”). Except as set forth in the Disclosure Schedules, there are no pending or, in connection with the operation of the Bay Area Business, the Seller Entities in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iii) to the knowledge of Knight Ridder as of March 12the Seller after due inquiry, 2006 and the Merger Closing Datethreatened, no Hazardous Substance is present inclaims, on, under actions or about any of the properties previously owned or leased proceedings by any of state, municipality, sewage district or other governmental entity against the Acquired Companies or, Bank with respect to the Bay Area Business, Environmental Laws. No environmental clearances or other governmental approvals are required for the Seller Entities, in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Entity or any Acquired Company would reasonably be expected to be liable, (iv) since December 25, 2005, as of March 12, 2006, neither Knight Ridder nor any of its Subsidiaries (including the Acquired Companies) has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that Knight Ridder and its Subsidiaries may be in violation of, or liable under, any Environmental Law as it pertains to the operation conduct of the Bay Area BusinessBank’s business as presently conducted, (v) except for any clearances or approvals already possessed by the Bank. The Bank is not the owner, and, to the knowledge of Knight Ridder as the Seller after due inquiry, has not been in the chain of March 12title or the operator or lessee, 2006 and the Merger Closing Date, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Lawproperty on which any substances have been released, which substances if known to be present on, at or in a manner giving rise to any liability under Environmental Lawsuch property would require clean-up, from any properties ownedremoval, leased or operated by any of the Acquired Companies ortreatment, with respect to the Bay Area Businessabatement, the Seller Entities, as a result of any activity of any Seller Entity response costs or any Acquired Company during the time such properties were owned, leased or operated by any Seller Entity or any Acquired Company and (vi) neither any Acquired Company or its properties nor any of the properties of the Seller Entities that are used in connection with the operation of the Bay Area Business are subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted or arising other remedial action under any Environmental Law. It is agreed The Bank owns, operates, leases, uses and understood that no representation controls, and has owned, operated, leased, used and controlled, all real property in compliance with its obligations under the Environmental Laws. The Bank does not have any liability for any clean-up or warranty is made in remediation under any of the Environmental Laws with respect of environmental matters in to any Section of this Agreement other than this Section 3.6real property currently or formerly owned, leased, used or operated by it.

Environmental Laws and Regulations. (a) Except as would not, individually disclosed in Section 2.11 of the Rxxxxxxx Disclosure Letter or specifically noted in the aggregate, have a Business Material Adverse EffectPhase I environmental reports listed in Section 2.11 of the Rxxxxxxx Disclosure Letter, (i) no written notice, notification, demand, request for information, citation, summons, complaint or order has been received by, and no action, claim, suit, proceeding, review or investigation is pending or, to the Seller Entities Knowledge of Rxxxxxxx or any Stockholder, threatened by any Person against Rxxxxxxx or any of its Subsidiaries with respect to any matters relating to or arising out of any Environmental Law; (ii) Rxxxxxxx and the Acquired Companies have conducted the Bay Area Business each of its Subsidiaries are in material compliance with all applicable Environmental Laws (as hereinafter defined)Laws, (ii) no Hazardous Substance (as hereinafter defined) is present in, on, which compliance includes the possession by Rxxxxxxx and each such Subsidiary of all material permits required to conduct their respective operations under or about any of the properties currently owned or leased by any of the Acquired Companies or, in connection with the operation of the Bay Area Business, the Seller Entities in amounts exceeding the levels permitted by applicable Environmental Laws and for which compliance with the terms and conditions thereof, and Rxxxxxxx and each of its Subsidiaries reasonably believe that each of them will, without the incurrence of any Seller Entity material expense, timely attain and maintain compliance with all Environmental Laws applicable to any of their current operations or properties or to any of their planned operations; (iii) there has been no disposal, release or threatened release of any Hazardous Substance by Rxxxxxxx or any Acquired Company would of its Subsidiaries on, under, in, from or about any property currently or formerly owned or operated by Rxxxxxxx or any of its Subsidiaries, or otherwise related to the operations (including conducting or causing the off-site transport or disposal of Hazardous Substances) of Rxxxxxxx or any of its Subsidiaries, that has resulted or could reasonably be expected to be liable, result in any Environmental Claim against Rxxxxxxx or any of its Subsidiaries; (iiiiv) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing Date, there are no Hazardous Substance is present in, on, under Substances stored or about contained on any property owned or operated by Rxxxxxxx or any of the properties previously owned its Subsidiaries in quantities that could reasonably be expected to result in an Environmental Claim; (v) there is no existing Recognized Environmental Condition, as defined by ASTM E 1527-00, in any way adversely affecting any property or leased by asset of Rxxxxxxx or any of its Subsidiaries that may cause Lxxxx, Merger Sub or the Acquired Companies orSurviving Corporation to be subject to any material Losses as a result of a final judgment or Government Entity enforcement action; (vi) all facilities, structures and equipment used for the collection, management and treatment or disposal of Hazardous Substances are in sound structural and mechanical condition, are capable of maintaining compliance with respect to the Bay Area Business, the Seller Entities, in amounts exceeding the levels permitted by applicable Environmental Laws and are suitable for which their intended purposes; (vii) no underground storage tanks are present on any Seller Entity of the real property owned, operated or leased by or to Rxxxxxxx or any Acquired Company would reasonably be expected of its Subsidiaries; (viii) no friable asbestos-containing materials are present at any of the existing operational facilities on any of the real property owned, operated or leased by or to be liableRxxxxxxx or any of its Subsidiaries; (ix) to the Knowledge of Rxxxxxxx or any Stockholder, no “wetlands” (ivas that term is defined by the United States Army Corps of Engineers or any other Governmental Entity) since December 25exist on the property, 2005or have been adversely affected by the operations, as of March 12, 2006, Rxxxxxxx or any of its Subsidiaries; (x) neither Knight Ridder Rxxxxxxx nor any of its Subsidiaries (including the Acquired Companies) has received any notices, demand letters entered into or requests for information from any federal, state, local agreed to or foreign Governmental Entity indicating that Knight Ridder and its Subsidiaries may be in violation of, or liable under, any Environmental Law as it pertains to the operation of the Bay Area Business, (v) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing Date, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties owned, leased or operated by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, as a result of any activity of any Seller Entity or any Acquired Company during the time such properties were owned, leased or operated by any Seller Entity or any Acquired Company and (vi) neither any Acquired Company or its properties nor any of the properties of the Seller Entities that are used in connection with the operation of the Bay Area Business are is subject to any liabilities consent decree, order or settlement or other agreement in any judicial, administrative, arbitral or other similar forum relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment its compliance with or written claim asserted or arising liability under any Environmental Law. It is agreed and understood that no representation ; or warranty is made in respect (xi) neither Rxxxxxxx nor any of environmental matters in its Subsidiaries has assumed or retained by Contract or, to the Knowledge of Rxxxxxxx or any Section Stockholder, otherwise any liabilities of this Agreement other than this Section 3.6any kind, fixed or contingent, known or unknown, under any applicable Environmental Law (including any liability from the disposition of any of their real property).

Environmental Laws and Regulations. (a) Except as would not, individually or in set forth on Section 3.9(a)(i) of the aggregate, have a Business Material Adverse EffectCompany Disclosure Schedule, (i) the Seller Covered Entities and the Acquired Companies have conducted the Bay Area Business their respective businesses and are in compliance with all applicable Environmental Laws (as hereinafter defined)) and, while owned by the Company, each of the former Subsidiaries conducted their respective businesses in compliance with all applicable Environmental Laws, and (ii) there has been no Release of any Hazardous Substance (as hereinafter defined) is present in, on, under or about any of the properties currently owned or leased by any Covered Entity, or by former Subsidiaries while owned by the Company, or from any properties while owned by a Covered Entity or former Subsidiaries while owned by the Company, or as a result of any operations or activities of a Covered Entity or former Subsidiaries while owned by the Acquired Companies orCompany, in connection with the operation of the Bay Area Business, the Seller Entities in amounts exceeding the levels permitted by applicable Environmental Laws and any manner or for which any Seller a Covered Entity or any Acquired Company would be responsible that could reasonably be expected to be liablegive rise to any remedial obligation, (iii) to the knowledge corrective action requirement or other liability of Knight Ridder as of March 12, 2006 and the Merger Closing Date, no Hazardous Substance is present in, on, any kind under or about any of the properties previously owned or leased by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, in amounts exceeding the levels permitted by applicable Environmental Laws and for which any Seller Laws. No Covered Entity or any Acquired Company would reasonably be expected to be liable, (iv) since December 25, 2005, as of March 12, 2006, neither Knight Ridder nor any of its Subsidiaries (including the Acquired Companies) has received any written notices, demand letters or written requests for information from any federal, state, local or foreign or provincial Governmental Entity indicating asserting that Knight Ridder and its Subsidiaries such Covered Entity may be in violation of, or liable under, any Environmental Law as it pertains to the operation of the Bay Area Business, (v) to the knowledge of Knight Ridder as of March 12, 2006 and the Merger Closing Date, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, from any properties owned, leased or operated by any of the Acquired Companies or, with respect to the Bay Area Business, the Seller Entities, as a result of any activity of any Seller Entity or any Acquired Company during the time such properties were owned, leased or operated by any Seller Entity or any Acquired Company and (vi) neither any Acquired Company or its properties Covered Entity nor any of their respective properties are, or, to the properties Knowledge of the Seller Entities that Company are used in connection with the operation of the Bay Area Business are threatened to become, subject to any liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or written claim asserted or arising under any Environmental Law or Releases of Hazardous Substances. Except as set forth in Section 3.9(a)(ii) of the Company Disclosure Schedule, none of the properties currently owned or operated by the Covered Entities contain an active or inactive incinerator, lagoon, landfill, septic system, wastewater treatment system, underground storage tank, friable asbestos or friable asbestos-containing material, or polychlorinated biphenyls Other than any customary indemnification obligations included in Contracts executed in connection with Indebtedness of the Company or its Subsidiaries, or any predecessor is subject to any Contract that may require a Covered Entity to pay to, reimburse, guarantee, pledge, defend, indemnify or hold harmless any Person for or against any liabilities related to Releases of Hazardous Substances or arising under Environmental Law. It is agreed No Environmental Law regulates the transfer or requires the submission of any notice of transfer of the current properties owned or operated by any Covered Entity. The Company has made available to Parent true and understood complete copies of all environmental reports, studies, investigations or correspondence in the Company’s possession or control regarding any environmental liabilities of the Covered Entities or any environmental conditions that no representation relate to the current or warranty is made in respect formerly owned or operated Agreement and Plan of environmental matters in any Section Merger properties, facilities or operations of this Agreement other than this Section 3.6the Covered Entities (collectively, the “Environmental Reports”).