Common use of Environmental Liability Clause in Contracts

Environmental Liability. (a) CGI’s conduct of the BioPharma Business is in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, “Environmental Permits”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge of CGI, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge of CGI, there was no Release of any Hazardous Material at, to, or from the BioPharma Business that has resulted in, or would reasonably be expected to result in, a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) To the Knowledge of CGI, CGI has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or Proceeding by any private party or Governmental Authority, against or affecting CGI (in respect of the BioPharma Business) relating to Hazardous Materials or any Environmental Law.

Environmental Liability. Except as set forth on Section 3.18 of such Party’s Disclosure Memorandum or as would not be material to such Party and its Subsidiaries taken as a whole, there are no legal, administrative, arbitral or other proceedings, claims or actions or any private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose or that could reasonably be expected to result in the imposition, on such Party or any of its Subsidiaries, of any liability or obligation arising under any local, state or federal environmental, health or safety Law, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, (a) CGI’s conduct of the BioPharma Business is in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, “Environmental Permits”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge of CGIsuch Party, threatened against CGI with respect to the BioPharma Business. (d) such Party or any of its Subsidiaries. To the Knowledge of CGIsuch Party, there was is no Release of reasonable basis for any Hazardous Material atsuch proceeding, toclaim, action or from the BioPharma Business governmental investigation that has resulted in, would impose any liability or obligation that would have or would reasonably be expected to result in, have a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) Material Adverse Effect on such Party. To the Knowledge of CGIsuch Party, CGI has not treated, stored, disposed of, arranged for during or permitted prior to the disposal of, transported, handledperiod of (i) such Party’s, or released any Hazardous Material in material violation of its Subsidiaries’ ownership or operation of any Environmental Lawsproperty, (ii) such Party’s, or which could reasonably be expected to result any of its Subsidiaries’ participation in or give rise to Liability the management of CGIany property, or require an investigation, cleanup, removal, response activity, remediation(iii) such Party’s, or corrective action pursuant to any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or other materials regulated under Environmental Law Laws in, on, under or contractual obligation. (f) There are no events or circumstances that affecting any such property which would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on such Party. Neither such Party nor any of its Subsidiaries is subject to form any material agreement, order, judgment or decree by or with any court, governmental authority, regulatory agency or third party imposing any liability or obligation with respect to the basis foregoing. There has been no material written third party environmental site assessment conducted since January 1, 2015 assessing the presence of an order for clean-up hazardous materials located on any property owned or remediation, leased by such Party or an action, suit any of its Subsidiaries that is within the possession or Proceeding by any private party control of such Party and its Subsidiaries or Governmental Authority, against or affecting CGI (in respect Affiliates as of the BioPharma Business) relating date of this Agreement that has not been delivered or made available to Hazardous Materials or any Environmental Lawthe other Parties prior to the date of this Agreement.

Environmental Liability. (a) CGI’s conduct To the Knowledge of the BioPharma Business is in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, Company neither the possession by CGI Company nor any of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, “Environmental Permits”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI its Subsidiaries has not received any written notice from of any Governmental Authority regarding any actual legal, administrative, arbitral or alleged violation other proceedings, claims, actions, causes of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending action or, to the Knowledge of CGIthe Company, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge of CGI, there was no Release private environmental investigations or remediation activities or governmental investigations of any Hazardous Material at, tonature seeking to impose, or from the BioPharma Business that has resulted in, or would reasonably be expected to result inin the imposition, a material on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment or human health, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Claim or create material Response, Compensation and Liability under applicable Act of 1980, as amended (collectively, “Environmental Laws. (e) To the Knowledge of CGI”), CGI has not treated, stored, disposed of, arranged for which liability or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or which could obligation would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, during or give rise prior to Liability the period of CGI(a) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the management of any property, or require an investigation(c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, cleanupthere were no releases or threatened releases of hazardous, removaltoxic, response activityradioactive or dangerous materials or other materials regulated under Environmental Laws in, remediationon, under or corrective action affecting any such property which would reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third Person imposing any material liability or obligation pursuant to or under any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to form result in a Company Material Adverse Effect. To the basis of an order for clean-up or remediation, or an action, suit or Proceeding by any private party or Governmental Authority, against or affecting CGI (in respect Knowledge of the BioPharma BusinessCompany, the Company and each of its Subsidiaries is in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Hazardous Materials or Environmental Laws. Notwithstanding any Environmental Lawother provision of this Agreement to the contrary, with respect to the representations and warranties of the Company contained in this Section 4.19 only, “Knowledge of the Company” shall mean the actual knowledge of the President and Chief Executive Officer of the Company after due inquiry of his direct reports.

Environmental Liability. (a) CGI’s conduct of the BioPharma Business is in compliance with all applicable Environmental Laws (which compliance includes, but is Except as have not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations had and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, “Environmental Permits”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are would not reasonably be expected to be adversely modified or terminatedhave, including as a result of individually or in connection with the consummation aggregate, a Material Adverse Effect on Acquiror, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the transactions contemplated by this Agreement. (b) CGI has not received written notice from imposition, on Acquiror or any Governmental Authority regarding of its Subsidiaries of any actual liability or alleged violation of or liability obligation arising under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge knowledge of CGIAcquiror, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge Acquiror or any of CGI, there was no Release of any Hazardous Material at, to, or from the BioPharma Business that has resulted in, or its Subsidiaries. Except as have not had and would not reasonably be expected to result inhave, individually or in the aggregate, a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) To Material Adverse Effect on Acquiror, to the Knowledge knowledge of CGIAcquiror, CGI has not treatedthere are no past, stored, disposed of, arranged for or permitted the disposal of, transported, handledpresent, or released any Hazardous Material in material violation of any Environmental Lawsreasonably anticipated future facts, or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events occurrences or circumstances that would reasonably be expected to form give rise to any such proceeding, claim, action or governmental investigation that would impose any such liability or obligation. During or, to the basis knowledge of an order for clean-up Acquiror prior to, the period of (i) its or remediationany of its Subsidiaries’ ownership or operation of any of their respective current or former properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or an action(iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, suit there were no releases or Proceeding by any private party or Governmental Authoritythreatened releases of Materials of Environmental Concern in, against on, under or affecting CGI (any such property which have had or would reasonably be expected to have, individually or in respect the aggregate, a Material Adverse Effect on Acquiror. Neither Acquiror nor any of the BioPharma Business) its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law or relating to Hazardous Materials or any of Environmental LawConcern.

Environmental Liability. (a) CGI’s conduct Except as set forth in Section 4.20 of the BioPharma Business is Providian Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in compliance with all applicable the imposition, on Providian or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Laws (which compliance includesResponse, but is not limited toCompensation and Liability Act of 1980, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business as amended (collectively, the “Environmental PermitsLaws”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge knowledge of CGIProvidian, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge Providian or any of CGIits Subsidiaries, there was no Release of any Hazardous Material at, to, which liability or from the BioPharma Business that has resulted in, obligation would have or would reasonably be expected to result in, have a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) Material Adverse Effect on Providian. To the Knowledge knowledge of CGIProvidian, CGI has not treatedthere is no reasonable basis for any such proceeding, storedclaim, disposed of, arranged for action or permitted the disposal of, transported, handled, governmental investigation that would impose any liability or released any Hazardous Material in material violation of any Environmental Laws, obligation that would have or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to form have a Material Adverse Effect on Providian. To the basis knowledge of an order for clean-up Providian, during or remediationprior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or an action(iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, suit there were no releases or Proceeding by any private party threatened releases of hazardous, toxic, radioactive or Governmental Authoritydangerous materials or other materials regulated under Environmental Laws in, against on, under or affecting CGI (in respect any such property which would reasonably be expected to have a Material Adverse Effect on Providian. Neither Providian nor any of the BioPharma Business) relating its Subsidiaries is subject to Hazardous Materials any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental LawLaw that would have or would reasonably be expected to have a Material Adverse Effect on Providian.

Environmental Liability. (a) CGI’s conduct Except as set forth in Section 4.19 of the BioPharma Business is in compliance with all applicable Environmental Laws (which compliance includesCompany Disclosure Schedule, but is not limited to, to the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation Knowledge of the BioPharma Business (collectively, “Environmental Permits”), and compliance with Company neither the terms and conditions thereof) in all material respects. All Company nor any of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI its Subsidiaries has not received any written notice from of any Governmental Authority regarding any actual legal, administrative, arbitral or alleged violation other proceedings, claims, actions, causes of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending action or, to the Knowledge of CGIthe Company, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge of CGI, there was no Release private environmental investigations or remediation activities or governmental investigations of any Hazardous Material at, tonature seeking to impose, or from the BioPharma Business that has resulted in, or would reasonably be expected to result inin the imposition, a material on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment or human health, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Claim or create material Response, Compensation and Liability under applicable Act of 1980, as amended (collectively, “Environmental Laws. (e) To the Knowledge of CGI”), CGI has not treated, stored, disposed of, arranged for which liability or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or which could obligation would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, during or give rise prior to Liability the period of CGI(a) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the management of any property, or require an investigation(c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, cleanupthere were no releases or threatened releases of hazardous, removaltoxic, response activityradioactive or dangerous materials or other materials regulated under Environmental Laws in, remediationon, under or corrective action affecting any such property which would reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third Person imposing any material liability or obligation pursuant to or under any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to form result in a Company Material Adverse Effect. To the basis of an order for clean-up or remediation, or an action, suit or Proceeding by any private party or Governmental Authority, against or affecting CGI (in respect Knowledge of the BioPharma BusinessCompany, the Company and its Subsidiaries are in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of this Agreement to the contrary (including Section 4.12), the representations and warranties of the Company in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Hazardous Materials or any Environmental LawLaws.

Environmental Liability. (a) CGI’s conduct Except as set forth in Section 4.21 of the BioPharma Business is Northern Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in compliance with all applicable Environmental Laws (which compliance includesthe imposition of, but is not limited toon Northern any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or arising under any local, state or federal environmental statute, regulation or ordinance, including, without limitation, the possession by CGI Comprehensive Environmental Response, Compensation and Liability Act of all permits1980, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business as amended (collectively, “Environmental Permits”the "ENVIRONMENTAL LAWS"), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge knowledge of CGINorthern, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge of CGINorthern, there was no Release of any Hazardous Material at, to, which liability or from the BioPharma Business that has resulted in, obligation would have or would reasonably be expected to result in, have a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) Material Adverse Effect on Northern. To the Knowledge knowledge of CGINorthern, CGI has not treatedthere is no reasonable basis for any such proceeding, storedclaim, disposed of, arranged for action or permitted the disposal of, transported, handled, governmental investigation that would impose any liability or released any Hazardous Material in material violation of any Environmental Laws, obligation that would have or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to form have a Material Adverse Effect on Northern. To the basis knowledge of an order for clean-up Northern, during or remediationprior to the period of (i) its ownership or operation of any of their respective current properties, (ii) its participation in the management of any property, or an action(iii) its holding of a security interest or other interest in any property, suit there were no releases or Proceeding by any private party threatened releases of hazardous, toxic, radioactive or Governmental Authoritydangerous materials or other materials regulated under Environmental Laws in, against on, under or affecting CGI (in respect of the BioPharma Business) relating any such property which would reasonably be expected to Hazardous Materials have a Material Adverse Effect on Northern. Northern is not subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental LawLaw that would have or would reasonably be expected to have a Material Adverse Effect on Northern.

Environmental Liability. (a) CGI’s conduct Except as set forth in Section 4.19 of the BioPharma Business is in compliance with all applicable Environmental Laws (which compliance includesH▇▇▇▇▇ United Disclosure Schedule, but is not limited tothere are no legal, the possession by CGI administrative, arbitral or other proceedings, claims, actions, causes of all permitsaction, certificatesprivate environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, “Environmental Permits”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are or that reasonably could be expected to be adversely modified result in the imposition, on H▇▇▇▇▇ United or terminated, including as a result any of its Subsidiaries of any liability or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from obligation arising under any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) Law pending or, to the Knowledge of CGIH▇▇▇▇▇ United, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge H▇▇▇▇▇ United or any of CGIits Subsidiaries, there was no Release of any Hazardous Material at, to, which liability or from the BioPharma Business that has resulted in, obligation would have or would reasonably be expected to result in, have a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) Material Adverse Effect on H▇▇▇▇▇ United. To the Knowledge of CGIH▇▇▇▇▇ United, CGI has not treatedthere is no reasonable basis for any such proceeding, storedclaim, disposed of, arranged for action or permitted the disposal of, transported, handled, governmental investigation that would impose any liability or released any Hazardous Material in material violation of any Environmental Laws, obligation that would have or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to form have a Material Adverse Effect on H▇▇▇▇▇ United. To the basis Knowledge of an order for clean-up H▇▇▇▇▇ United, during or remediationprior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or an actionany of its Subsidiaries’ participation in the management of any property or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, suit there were no releases or Proceeding by threatened releases of any private party or Governmental AuthorityHazardous Substance in, against on, under or affecting CGI (in respect any such property which would reasonably be expected to have a Material Adverse Effect on H▇▇▇▇▇ United. Neither H▇▇▇▇▇ United nor any of the BioPharma Business) relating its Subsidiaries is subject to Hazardous Materials any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental LawLaw that would have or would reasonably be expected to have a Material Adverse Effect on H▇▇▇▇▇ United.

Environmental Liability. (a) CGI’s conduct Except as set forth in Section 4.21 of the BioPharma Business is Dime Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in compliance with all applicable Environmental Laws (which compliance includesthe imposition, but is not limited toon Dime or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including, without limitation, the possession by CGI Comprehensive Environmental Response, Compensation and Liability Act of all permits1980, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business as amended (collectively, “the "Environmental Permits”Laws"), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge knowledge of CGIDime, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge Dime or any of CGIits Subsidiaries, there was no Release of any Hazardous Material at, to, which liability or from the BioPharma Business that has resulted in, obligation would have or would reasonably be expected to result in, have a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) Material Adverse Effect on Dime. To the Knowledge knowledge of CGIDime, CGI has not treatedthere is no reasonable basis for any such proceeding, storedclaim, disposed of, arranged for action or permitted the disposal of, transported, handled, governmental investigation that would impose any liability or released any Hazardous Material in material violation of any Environmental Laws, obligation that would have or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to form have a Material Adverse Effect on Dime. To the basis knowledge of an order for clean-up Dime, during or remediationprior to the period of (i) its or any of its Subsidiaries' ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries' participation in the management of any property, or an action(iii) its or any of its Subsidiaries' holding of a security interest or other interest in any property, suit there were no releases or Proceeding by any private party threatened releases of hazardous, toxic, radioactive or Governmental Authoritydangerous materials or other materials regulated under Environmental Laws in, against on, under or affecting CGI (in respect any such property which would reasonably be expected to have a Material Adverse Effect on Dime. Neither Dime nor any of the BioPharma Business) relating its Subsidiaries is subject to Hazardous Materials any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental LawLaw that would have or would reasonably be expected to have a Material Adverse Effect on Dime.

Environmental Liability. (a) CGI’s conduct Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal Law relating to the protection of the BioPharma Business is in compliance with all applicable environment or human health or safety, including the Comprehensive Environmental Laws Response, Compensation and Liability Act of 1980 (which compliance includes“CERCLA”), but is not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business as amended (collectively, the “Environmental PermitsLaws”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge knowledge of CGIthe Company, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge Company or any of CGI, there was no Release of any Hazardous Material at, to, or from the BioPharma Business that has resulted in, or its Subsidiaries. Except as have not had and would not reasonably be expected to result inhave, individually or in the aggregate, a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) To Material Adverse Effect on the Knowledge Company, to the knowledge of CGIthe Company, CGI has not treatedthere are no past, stored, disposed of, arranged for or permitted the disposal of, transported, handledpresent, or released any Hazardous Material in material violation of any Environmental Lawsreasonably anticipated future facts, or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events occurrences or circumstances that would reasonably be expected to form give rise to any such proceeding, claim, action or governmental investigation that would impose any such liability or obligation. During or, to the basis knowledge of an order for clean-up the Company prior to, the period of (i) its or remediationany of its Subsidiaries’ ownership or operation of any of their respective current or former properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or an action(iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, suit there were no releases or Proceeding by threatened releases of hazardous, toxic, radioactive or dangerous materials, gasoline or petroleum (including crude oil or any private party fraction thereof) or Governmental Authoritypetroleum products, against polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws (“Materials of Environmental Concern”) in, on, under or affecting CGI (any such property which have had or would reasonably be expected to have, individually or in respect the aggregate, a Material Adverse Effect on the Company. Neither the Company nor any of the BioPharma Business) its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law or relating to Hazardous Materials or any of Environmental LawConcern.

Environmental Liability. (a) CGI’s conduct Except as set forth in Section 4.19 of the BioPharma Business is Maxtor Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably would be expected to result in compliance with all applicable the imposition, on Maxtor or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety as it relates to exposure to hazardous materials, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Laws (which compliance includesResponse, but is not limited toCompensation and Liability Act of 1980, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business as amended (collectively, the “Environmental PermitsLaws”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge knowledge of CGIMaxtor, threatened against CGI with respect to Maxtor or any of its Subsidiaries, which liability or obligation, individually or in the BioPharma Business. (d) To the Knowledge of CGIaggregate, there was no Release of any Hazardous Material at, to, or from the BioPharma Business that has resulted in, or would reasonably be expected to result in, have a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) Material Adverse Effect on Maxtor. To the Knowledge knowledge of CGIMaxtor, CGI has not treatedthere is no reasonable basis for any such proceeding, storedclaim, disposed of, arranged for action or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation governmental investigations of any Environmental Lawsnature that would impose any liability or obligation which, individually or which could reasonably be expected to result in or give rise to Liability of CGIthe aggregate, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to form have a Material Adverse Effect on Maxtor. To the basis knowledge of an order for clean-up Maxtor, during or remediationprior to the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or an action(iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, suit there were no releases or Proceeding by any private party threatened releases of hazardous, toxic, radioactive or Governmental Authoritydangerous materials or other materials regulated under Environmental Laws in, against on, under or affecting CGI (any such property which, individually or in respect the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor. Neither Maxtor nor any of the BioPharma Business) relating its Subsidiaries is subject to Hazardous Materials any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental LawLaw which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Maxtor.

Environmental Liability. (a) CGIEach of Company and its Subsidiaries, and, to Company’s conduct Knowledge (except as set forth in written third-party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of the BioPharma Business business to a third party that is not an Affiliate of Company), any property in which Company or any of its Subsidiaries holds a security interest, is in material compliance with all applicable local, state or federal environmental, health or safety Laws, including the Comprehensive Environmental Laws Response, Compensation, and Liability Act of 1980, as amended (which compliance includes, but is not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, such laws “Environmental PermitsLaws”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from There are no legal, administrative, arbitral or other proceedings, claims or actions pending, or, to the Knowledge of Company, threatened against Company or any Governmental Authority regarding of its Subsidiaries, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations that seek to impose or that could reasonably be expected to result in the imposition, on Company or any actual of its Subsidiaries, of any liability or alleged violation of or liability obligation arising under any Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) Law pending or, to the Knowledge of CGICompany, threatened against CGI with respect Company or any of its Subsidiaries, which liability or obligation would reasonably be expected to, individually or in the aggregate, be material to the BioPharma Business. (d) Company and its Subsidiaries, taken as a whole. To the Knowledge of CGICompany, there was is no Release of reasonable basis for any Hazardous Material atsuch proceeding, toclaim, action or from the BioPharma Business governmental investigation that has resulted in, would impose any liability or obligation that would be or would reasonably be expected to result inbe, individually or in the aggregate, material to Company and its Subsidiaries, taken as a material Environmental Claim or create material Liability under applicable Environmental Lawswhole. (ec) To Except as set forth in written third-party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of business to a third party that is not an Affiliate of Company, to the Knowledge of CGICompany, CGI has not treated, stored, disposed of, arranged for during or permitted prior to the disposal of, transported, handled, period of (i) Company’s or released any Hazardous Material in material violation of its Subsidiaries’ ownership or operation of any property, (ii) Company’s or any of its Subsidiaries’ participation in the management of any property or (iii) Company’s or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental LawsLaws in, on, under or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to affecting any Environmental Law or contractual obligation. (f) There are no events or circumstances such property that would reasonably be expected to form be, individually or in the basis aggregate, material to Company and its Subsidiaries, taken as a whole. (d) Company and each of an order for cleanits Subsidiaries are not subject to any agreement, order, judgment or decree by or with any court, governmental authority, regulatory agency or third party imposing any liability or obligation with respect to the foregoing. There has been no written third-up party environmental site assessment conducted since January 1, 2009 assessing the presence of hazardous materials located on any property owned or remediation, leased by Company or an action, suit any of its Subsidiaries that is within the possession or Proceeding by any private party or Governmental Authority, against or affecting CGI (in respect control of Company and its Affiliates as of the BioPharma Business) relating date of this Agreement that has not been delivered to Hazardous Materials or any Environmental LawParent prior to the date of this Agreement.

Environmental Liability. (a) CGI’s conduct Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal Law relating to the protection of the BioPharma Business is in compliance with all applicable environment or human health or safety, including the Comprehensive Environmental Laws (which compliance includesResponse, but is not limited toCompensation and Liability Act of 1980, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business as amended (collectively, the “Environmental PermitsLaws”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge knowledge of CGIthe Company, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge Company or any of CGI, there was no Release of any Hazardous Material at, to, or from the BioPharma Business that has resulted in, or its Subsidiaries. Except as have not had and would not reasonably be expected to result inhave, individually or in the aggregate, a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) To Material Adverse Effect on the Knowledge Company, to the knowledge of CGIthe Company, CGI has not treatedthere are no past, stored, disposed of, arranged for or permitted the disposal of, transported, handledpresent, or released any Hazardous Material in material violation of any Environmental Lawsreasonably anticipated future facts, or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events occurrences or circumstances that would reasonably be expected to form give rise to any such proceeding, claim, action or governmental investigation that would impose any such liability or obligation. During or, to the basis knowledge of an order for clean-up the Company prior to, the period of (i) its or remediationany of its Subsidiaries’ ownership or operation of any of their respective current or former properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or an action(iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, suit there were no releases or Proceeding by threatened releases of hazardous, toxic, radioactive or dangerous materials, gasoline or petroleum (including crude oil or any private party fraction thereof) or Governmental Authoritypetroleum products, against polychlorinated biphenyls, ureformaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws (“Materials of Environmental Concern”) in, on, under or affecting CGI (any such property which have had or would reasonably be expected to have, individually or in respect the aggregate, a Material Adverse Effect on the Company. Neither the Company nor any of the BioPharma Business) its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law or relating to Hazardous Materials or any of Environmental LawConcern.

Environmental Liability. (a) CGI’s conduct Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal Law relating to the protection of the BioPharma Business is in compliance with all applicable environment or human health or safety, including the Comprehensive Environmental Laws Response, Compensation and Liability Act of 1980 (which compliance includes“CERCLA”), but is not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business as amended (collectively, the “Environmental PermitsLaws”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge knowledge of CGIthe Company, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge Company or any of CGI, there was no Release of any Hazardous Material at, to, or from the BioPharma Business that has resulted in, or its Subsidiaries. Except as have not had and would not reasonably be expected to result inhave, individually or in the aggregate, a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) To Material Adverse Effect on the Knowledge Company, to the knowledge of CGIthe Company, CGI has not treatedthere are no past, stored, disposed of, arranged for or permitted the disposal of, transported, handledpresent, or released any Hazardous Material in material violation of any Environmental Lawsreasonably anticipated future facts, or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events occurrences or circumstances that would reasonably be expected to form give rise to any such proceeding, claim, action or governmental investigation that would impose any such liability or obligation. During or, to the basis knowledge of an order for clean-up the Company prior to, the period of (i) its or remediationany of its Subsidiaries’ ownership or operation of any of their respective current or former properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or an action(iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, suit there were no releases or Proceeding by threatened releases of hazardous, toxic, radioactive or dangerous materials, gasoline or petroleum (including crude oil or any private party fraction thereof) or Governmental Authoritypetroleum products, against polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws (“Materials of Environmental Concern”) in, on, under or affecting CGI (any such property which have had or would reasonably be expected to have, individually or in respect the aggregate, a Material Adverse Effect on the Company. Neither the Company nor any of the BioPharma Business) its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law or relating to Hazardous Materials or any of Environmental LawConcern.

Environmental Liability. (a) CGI’s conduct Except as set forth in Section 4.19 of the BioPharma Business is SIB Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in compliance with all applicable the imposition, on SIB or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Laws (which compliance includesResponse, but is not limited toCompensation and Liability Act of 1980, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business as amended (collectively, “the "Environmental Permits”Laws"), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge knowledge of CGISIB, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge SIB or any of CGIits Subsidiaries, there was no Release of any Hazardous Material at, to, which liability or from the BioPharma Business that has resulted in, obligation would have or would reasonably be expected to result in, have a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) Material Adverse Effect on SIB. To the Knowledge knowledge of CGISIB, CGI has not treatedthere is no reasonable basis for any such proceeding, storedclaim, disposed of, arranged for action or permitted the disposal of, transported, handled, governmental investigation that would impose any liability or released any Hazardous Material in material violation of any Environmental Laws, obligation that would have or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to form have a Material Adverse Effect on SIB. To the basis knowledge of an order for clean-up SIB, during or remediationprior to the period of (i) its or any of its Subsidiaries' ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries' participation in the management of any property, or an action(iii) its or any of its Subsidiaries' holding of a security interest or other interest in any property, suit there were no releases or Proceeding by any private party threatened releases of hazardous, toxic, radioactive or Governmental Authoritydangerous materials or other materials regulated under Environmental Laws in, against on, under or affecting CGI (in respect any such property which would reasonably be expected to have a Material Adverse Effect on SIB. Neither SIB nor any of the BioPharma Business) relating its Subsidiaries is subject to Hazardous Materials any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental LawLaw that would have or would reasonably be expected to have a Material Adverse Effect on SIB.

Environmental Liability. (a) CGI’s conduct Neither the Company nor any of the BioPharma Business is in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, “Environmental Permits”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI its Subsidiaries has not received any written notice from of any Governmental Authority regarding any actual legal, administrative, arbitral or alleged violation other proceedings, claims, actions, causes of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending action or, to the Knowledge of CGIthe Company, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge of CGI, there was no Release private environmental investigations or remediation activities or governmental investigations of any Hazardous Material at, tonature seeking to impose, or from the BioPharma Business that has resulted in, or would reasonably be expected to result inin the imposition, a material on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment or human health, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Claim or create material Response, Compensation and Liability under applicable Act of 1980, as amended (collectively, “Environmental Laws. (e) To the Knowledge of CGI”), CGI has not treated, stored, disposed of, arranged for which liability or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or which could obligation would reasonably be expected to result in a Company Material Adverse Effect. During, or, to the Knowledge of the Company, prior to the period of, (a) its or give rise to Liability any of CGIits Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the management of any property, or require an investigation(c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, cleanupthere were no releases or threatened releases of hazardous, removaltoxic, response activityradioactive or dangerous materials or other materials regulated under Environmental Laws in, remediationon, under or corrective action affecting any such property which would reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third Person imposing any material liability or obligation pursuant to or under any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to form result in a Company Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the basis aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of an order for clean-up or remediationthis Agreement to the contrary (including Section 4.11), or an action, suit or Proceeding by any private party or Governmental Authority, against or affecting CGI (in respect the representations and warranties of the BioPharma BusinessCompany in this Section 4.18 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Hazardous Materials or any Environmental LawLaws.

Environmental Liability. (a) CGIEach of Company and its Subsidiaries, and, to Company’s conduct Knowledge (except as set forth in written third-party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of the BioPharma Business business to a third party that is not an Affiliate of Company), any property in which Company or any of its Subsidiaries holds a security interest, is in material compliance with all applicable local, state or federal environmental, health or safety Laws, including the Comprehensive Environmental Laws Response, Compensation, and Liability Act of 1980, as amended (which compliance includes, but is not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, such laws “Environmental PermitsLaws”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from There are no legal, administrative, arbitral or other proceedings, claims or actions pending, or, to the Knowledge of Company, threatened against Company or any Governmental Authority regarding of its Subsidiaries, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations that seek to impose or that could reasonably be expected to result in the imposition, on Company or any actual of its Subsidiaries, of any liability or alleged violation of or liability obligation arising under any Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) Law pending or, to the Knowledge of CGICompany, threatened against CGI with respect Company or any of its Subsidiaries, which liability or obligation would reasonably be expected to, individually or in the aggregate, be material to the BioPharma Business. (d) Company and its Subsidiaries, taken as a whole. To the Knowledge of CGICompany, there was is no Release of reasonable basis for any Hazardous Material atsuch proceeding, toclaim, action or from the BioPharma Business governmental investigation that has resulted in, would impose any liability or obligation that would be or would reasonably be expected to result inbe, individually or in the aggregate, material to Company and its Subsidiaries, taken as a material Environmental Claim or create material Liability under applicable Environmental Lawswhole. (ec) To Except as set forth in written third-party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of business to a third party that is not an Affiliate of Company, to the Knowledge of CGICompany, CGI has not treated, stored, disposed of, arranged for during or permitted prior to the disposal of, transported, handled, period of (i) Company’s or released any Hazardous Material in material violation of its Subsidiaries’ ownership or operation of any property, (ii) Company’s or any of its Subsidiaries’ participation in the management of any property or (iii) Company’s or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental LawsLaws in, on, under or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to affecting any Environmental Law or contractual obligation. (f) There are no events or circumstances such property that would reasonably be expected to form be, individually or in the basis aggregate, material to Company and its Subsidiaries, taken as a whole. (d) Company and each of an order for cleanits Subsidiaries are not subject to any agreement, order, judgment or decree by or with any court, governmental authority, regulatory agency or third party imposing any liability or obligation with respect to the foregoing. There has been no written third-up party environmental site assessment conducted since January 1, 2010 assessing the presence of hazardous materials located on any property owned or remediation, leased by Company or an action, suit any of its Subsidiaries that is within the possession or Proceeding by any private party or Governmental Authority, against or affecting CGI (in respect control of Company and its Affiliates as of the BioPharma Business) relating date of this Agreement that has not been delivered to Hazardous Materials or any Environmental LawParent prior to the date of this Agreement.

Environmental Liability. (a) CGI’s conduct Except as set forth in Section 4.19 of the BioPharma Business is in compliance with all applicable Environmental Laws (which compliance includesAmeritrade Disclosure Schedule, but is not limited tothere are no legal, the possession by CGI administrative, arbitral or other proceedings, claims, actions, causes of all permitsaction, certificatesprivate environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, “Environmental Permits”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits or that are reasonably expected likely to be adversely modified result in the imposition, on Ameritrade or terminatedany of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protections, including as a result of human health or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual safety, or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge knowledge of CGIAmeritrade, threatened threatened, against CGI with respect to the BioPharma Business. (d) To the Knowledge Ameritrade or any of CGIits Subsidiaries, there was no Release of any Hazardous Material at, to, which liability or from the BioPharma Business that has resulted in, or obligation would reasonably be expected to result inhave, individually or in the aggregate, a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) Material Adverse Effect on Ameritrade. To the Knowledge knowledge of CGIAmeritrade, CGI has not treatedthere is no reasonable basis for any such proceeding, storedclaim, disposed of, arranged for action or permitted the disposal of, transported, handled, governmental investigation that would impose any liability or released any Hazardous Material in material violation of any Environmental Laws, or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events or circumstances obligation that would reasonably be expected to form have, individually or in the basis aggregate, a Material Adverse Effect on Ameritrade. Except as set forth in Section 4.19 of an order for clean-up the Ameritrade Disclosure Schedule, to the knowledge of Ameritrade, during or remediationprior to the period of (i) the ownership by Ameritrade or any of its Subsidiaries of any of their respective current properties, (ii) the participation by Ameritrade or any of its Subsidiaries in the management of any property, or an action(iii) the holding by Ameritrade or any of its Subsidiaries of a security interest or other interest in any property, suit there were no releases or Proceeding by any private party or Governmental Authoritythreatened release of Hazardous Materials in, against on, under or affecting CGI (any such property which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ameritrade. Neither Ameritrade nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ameritrade. Notwithstanding the generality of any other representations and warranties in this Agreement, the representations and warranties in this Section 4.19 shall be deemed the only representations and warranties of Ameritrade in this Agreement with respect of the BioPharma Business) to matters relating to Environmental Laws or to Hazardous Materials or any Environmental LawMaterials.

Environmental Liability. (aExcept as set forth in Section 3.2(q) CGI’s conduct of the BioPharma Business is in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, “Environmental Permits”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of FHI Disclosure Schedule or in connection with the consummation FHI SEC Documents filed prior to the date of the transactions contemplated by this Agreement. (b) CGI has not received written notice from , there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any Governmental Authority regarding nature seeking to impose, or that is reasonably likely to result in the imposition, on FHI or any actual of its Subsidiaries of any liability or alleged violation of obligation arising under common law standards relating to environmental protections, human health or liability safety, or under any Environmental Laws. (c) There is no material environmental claim or Proceeding (eachLaw, an “Environmental Claim”) pending or, to the Knowledge best knowledge of CGIFHI, threatened threatened, against CGI with respect FHI or any of its Subsidiaries, which liability or obligation, individually or in the aggregate, would have or would be reasonably likely to have a material adverse effect on FHI. To the best knowledge of FHI, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would be reasonably likely to have a material adverse effect on FHI. To the best knowledge of FHI, during or prior to the BioPharma Business. period of (di) To its or any of its Subsidiaries' ownership or operation of any of their respective current properties, (ii) its or any of its Subsidiaries' participation in the Knowledge management of CGIany property, or (iii) its or any of its Subsidiaries' holding of a security interest or other interest in any property, there was were no Release releases or threatened release of any Hazardous Material athazardous, totoxic, radioactive or from the BioPharma Business that has resulted dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which, individually or in the aggregate, would be reasonably be expected likely to result in, have a material Environmental Claim adverse effect on FHI. Neither FHI nor any Subsidiary of FHI is subject to any agreement, order, judgment, decree, letter or create memorandum by or with any Governmental Entity or third party imposing any material Liability under applicable Environmental Laws. (e) To the Knowledge of CGI, CGI has not treated, stored, disposed of, arranged for liability or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action obligation pursuant to or under any Environmental Law or contractual obligation. (f) There are no events or circumstances that would be reasonably be expected likely to form the basis of an order for clean-up or remediation, or an action, suit or Proceeding by any private party or Governmental Authority, against or affecting CGI (in respect of the BioPharma Business) relating to Hazardous Materials or any Environmental Lawhave a material adverse effect on FHI.

Environmental Liability. (a) CGI’s conduct Except as set forth in Section 3.18 of the BioPharma Business is TD Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that are reasonably likely to result in compliance with all applicable Environmental Laws (which compliance includesthe imposition, but is not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation on Waterhouse or any of the BioPharma Business Subsidiaries of any liability or obligation arising under common law standards relating to environmental protections, human health or safety, or under any local, state or federal environmental statute, regulation, code, treaty or ordinance relating to environmental protection, pollution or exposure of any individual to Hazardous Materials (as defined below), including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, the “Environmental PermitsLaws”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge knowledge of CGITD, threatened threatened, against CGI with respect to Waterhouse or any of the BioPharma Business. (d) To the Knowledge of CGIBusiness Subsidiaries, there was no Release of any Hazardous Material at, to, which liability or from the BioPharma Business that has resulted in, or obligation would reasonably be expected to result inhave, individually or in the aggregate, a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) Material Adverse Effect on Waterhouse. To the Knowledge knowledge of CGITD, CGI has not treatedthere is no reasonable basis for any such proceeding, storedclaim, disposed of, arranged for action or permitted the disposal of, transported, handled, governmental investigation that would impose any liability or released any Hazardous Material in material violation of any Environmental Laws, or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events or circumstances obligation that would reasonably be expected to form have, individually or in the basis aggregate, a Material Adverse Effect on Waterhouse. Except as set forth in Section 3.18 of an order for clean-up the TD Disclosure Schedule, to the knowledge of TD, during or remediationprior to the period of (i) the ownership by Waterhouse or any of the Business Subsidiaries of any of their respective current properties, (ii) the participation by Waterhouse or any of the Business Subsidiaries in the management of any property, or an action(iii) the holding by Waterhouse or any of the Business Subsidiaries of a security interest or other interest in any property, suit there were no releases or Proceeding by any private party threatened release of hazardous, toxic, radioactive or Governmental Authoritydangerous materials or other materials regulated under Environmental Laws (collectively “Hazardous Materials”) in, against on, under or affecting CGI (any such property which would reasonably be expected to have, individually or in respect the aggregate, a Material Adverse Effect on Waterhouse. Neither Waterhouse nor any of the BioPharma Business) Business Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Authority or third party imposing any material liability or obligation pursuant to or under any Environmental Law that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Waterhouse. Notwithstanding the generality of any other representations and warranties in this Agreement, the representations and warranties in this Section 3.18 shall be deemed the only representations and warranties of TD in this Agreement with respect to matters relating to Environmental Laws or to Hazardous Materials or any Environmental LawMaterials.

Environmental Liability. (a) CGIEach of Company and its Subsidiaries, and, to Company’s conduct Knowledge, any property in which Company or any of the BioPharma Business is its Subsidiaries holds a security interest is, in material compliance with all applicable Environmental local, state or federal environmental, health or safety Laws (which compliance includes, but is not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, “Environmental PermitsLaws”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from There are no legal, administrative, arbitral or other proceedings, claims or actions pending, or, to the Knowledge of Company, threatened against Company or any Governmental Authority regarding of its Subsidiaries, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations that seek to impose or that could reasonably be expected to result in the imposition, on Company or any actual of its Subsidiaries, of any liability or alleged violation of or liability obligation arising under any Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) Law pending or, to the Knowledge of CGICompany, threatened against CGI with respect Company or any of its Subsidiaries, which liability or obligation would reasonably be expected to, individually or in the aggregate, be material to the BioPharma BusinessCompany and its Subsidiaries, taken as a whole. To the Knowledge of Company, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to, individually or in the aggregate, be material to Company and its Subsidiaries, taken as a whole. (c) To the Knowledge of Company, during or prior to the period of Company’s or any of its Subsidiaries’ ownership or operation of any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to, individually or in the aggregate, be material to Company and its Subsidiaries, taken as a whole. (d) To Company is not subject to any agreement, order, judgment or decree by or with any court, governmental authority, regulatory agency or third party imposing any liability or obligation with respect to the Knowledge foregoing. There has been no written third-party environmental site assessment conducted since January 1, 2010 assessing the presence of CGI, there was no Release hazardous materials located on any property owned or leased by Company or any of any Hazardous Material at, to, or from its Subsidiaries as of the BioPharma Business date of this Agreement that has resulted in, or would reasonably be expected not been delivered to result in, a material Environmental Claim or create material Liability under applicable Environmental LawsBuyer prior to the date of this Agreement. (e) To the Knowledge of CGI, CGI has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or Proceeding by any private party or Governmental Authority, against or affecting CGI (in respect of the BioPharma Business) relating to Hazardous Materials or any Environmental Law.

Environmental Liability. (a) CGI’s conduct Except as set forth in Section 3.19 of the BioPharma Business Company Disclosure Schedule, there are no judicial, legal, administrative, arbitral or other proceedings including any notice of violation or alleged violation, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that could reasonably result in the imposition, on Company or any of its Subsidiaries of any liability or obligation arising under common law or under any law, rule, order, guideline, code, decree, statute, regulation or ordinance or other legally enforceable requirement of any foreign government, the United States, or any state, local, municipal or other government authority relating to the protection of the environment or human health or to occupational health or safety including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("ENVIRONMENTAL LAWS"), pending or threatened against Company or any of its Subsidiaries, which liability or obligation could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on Company. To the knowledge of Company, there is no reasonable basis for any such proceeding, claim, action or governmental investigation, nor is Company or any of its Subsidiaries the recipient of any request for information or, to the best knowledge of Company, the subject of any investigation in connection with any such proceeding or potential proceeding. Except as disclosed in Section 3.19 of the Company Disclosure Schedule and except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on Company, Company and each of its Subsidiaries is, and has been, in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by CGI during all applicable statute of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation limitations periods. Except as disclosed in Section 3.19 of the BioPharma Business (collectively, “Environmental Permits”), Company Disclosure Schedule and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including except as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has could not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge of CGI, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge of CGI, there was no Release of any Hazardous Material at, to, or from the BioPharma Business that has resulted in, or would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on Company, wastes or other materials regulated under, or that could result inin liability under, a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) To the Knowledge of CGI, CGI has including without limitation petroleum and petroleum products, asbestos, and polychlorinated biphenyls, have not been generated, transported, treated, stored, disposed of, arranged for or permitted the disposal to be disposed of, transportedreleased or threatened to be released at, handledon, from or under any of the properties or facilities currently or formerly owned, leased or otherwise used by Company in violation of, or released any Hazardous Material in material violation of any Environmental Laws, a manner or which to a location that could reasonably be expected to result in or give rise to Liability liability to Company under or relating to, any Environmental Laws. To the best knowledge of CGICompany, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant each of the foregoing representations and warranties is also true with respect to any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to form the basis of an order entity for clean-up or remediation, or an action, suit or Proceeding by any private party or Governmental Authority, against or affecting CGI (in respect of the BioPharma Business) relating to Hazardous Materials which Company or any Environmental Lawof its Subsidiaries may be liable, by contract or by operation of law.

Environmental Liability. (a) CGIEach of Company and its Subsidiaries, and, to Company’s conduct Knowledge (except as set forth in written third party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of the BioPharma Business business to a third party that is not an Affiliate of Company), any property in which Company or any of its Subsidiaries holds a security interest, is in material compliance with all applicable local, state or federal environmental, health or safety Laws, including the Comprehensive Environmental Laws Response, Compensation, and Liability Act of 1980, as amended (which compliance includes, but is not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, “Environmental PermitsLaws”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from There are no legal, administrative, arbitral or other proceedings, claims or actions pending, or, to the Knowledge of Company, threatened against Company or any Governmental Authority regarding of its Subsidiaries, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations that seek to impose or that could reasonably be expected to result in the imposition, on Company or any actual of its Subsidiaries, of any liability or alleged violation of or liability obligation arising under any Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) Law pending or, to the Knowledge of CGICompany, threatened against CGI with respect Company or any of its Subsidiaries, which liability or obligation would reasonably be expected to, individually or in the aggregate, be material to the BioPharma BusinessCompany and its Subsidiaries, taken as a whole. To the Knowledge of Company, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would have or would reasonably be expected to, individually or in the aggregate, be material to Company and its Subsidiaries, taken as a whole. (c) Except as set forth in written third party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of business to a third party that is not an Affiliate of Company, to the Knowledge of Company, during or prior to the period of (i) Company’s or any of its Subsidiaries’ ownership or operation of any property, (ii) Company’s or any of its Subsidiaries’ participation in the management of any property or (iii) Company’s or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any such property which would reasonably be expected to, individually or in the aggregate, be material to Company and its Subsidiaries, taken as a whole. (d) To Company is not subject to any agreement, order, judgment or decree by or with any court, governmental authority, regulatory agency or third party imposing any liability or obligation with respect to the Knowledge foregoing. There has been no written third-party environmental site assessment conducted since January 1, 2008 assessing the presence of CGI, there was no Release hazardous materials located on any property owned or leased by Company or any Company Subsidiary that is within the possession or control of any Hazardous Material at, to, or from Company and its Affiliates as of the BioPharma Business date of this Agreement that has resulted in, or would reasonably be expected not been delivered to result in, a material Environmental Claim or create material Liability under applicable Environmental LawsParent prior to the date of this Agreement. (e) To the Knowledge of CGI, CGI has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or Proceeding by any private party or Governmental Authority, against or affecting CGI (in respect of the BioPharma Business) relating to Hazardous Materials or any Environmental Law.

Environmental Liability. Except as set forth in an Environmental Report: (ai) CGI’s conduct of the BioPharma Business is in compliance with all applicable Environmental Laws (which compliance includesthere are no legal, but is not limited toadministrative, the possession by CGI of all permitsarbitral or other proceedings, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, “Environmental Permits”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified claims or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) actions pending or, to the Knowledge of CGISeller, threatened against CGI Seller or any Seller Subsidiaries with respect to the BioPharma Business. Branches nor are there governmental or third party environmental investigations or remediation activities that seek to impose or that could reasonably be likely to result in the imposition, on Seller or any of Seller Subsidiaries with respect to the branches, of any liability or obligation arising under any local, state or federal environmental, health or safety statute, regulation, law (dincluding common law) To or ordinance, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“Environmental Laws”), which liability or obligation would reasonably be likely, individually or in the aggregate, to have a Material Adverse Effect; (ii) to the Knowledge of CGISeller, there was is no Release of reasonable basis for any Hazardous Material atsuch proceeding, toclaim, action or from the BioPharma Business governmental investigation that has resulted in, would impose any liability or obligation that would have or would reasonably be expected likely to result in, have a material Environmental Claim or create material Liability under applicable Environmental Laws. Material Adverse Effect; (eiii) To to the Knowledge of CGISeller, CGI has not treated, stored, disposed of, arranged for during or permitted prior to the disposal of, transported, handled, period of Seller’s or released any Hazardous Material in material violation Seller Subsidiary’s ownership or operation of any property where the branches are located there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental LawsLaws in, on, under or affecting any such property which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected likely, individually or in the aggregate, to form have a Material Adverse Effect; and (iv) Seller is not subject to any material agreement, order, judgment or decree by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation with respect to the basis Branches. Seller has made available to Purchaser prior to the date hereof any written third party environmental site assessment conducted since January 1, 2009 assessing the presence of an order for clean-up hazardous materials located on any Owned Real Property that is within the possession or remediation, or an action, suit or Proceeding by any private party or Governmental Authority, against or affecting CGI (in respect control of Seller and its Affiliates as of the BioPharma Business) relating to Hazardous Materials or any date hereof (collectively, the “Environmental LawReports”).

Environmental Liability. (a) CGI’s conduct Neither the Company nor any of the BioPharma Business is in compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, “Environmental Permits”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI its Subsidiaries has not received any written notice from of any Governmental Authority regarding any actual legal, administrative, arbitral or alleged violation other proceedings, claims, actions, causes of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending action or, to the Knowledge of CGIthe Company, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge of CGI, there was no Release private environmental investigations or remediation activities or governmental investigations of any Hazardous Material at, tonature seeking to impose, or from the BioPharma Business that has resulted in, or would reasonably be expected to result inin the imposition, a material on the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to protection of the environment or human health, or under any local, state or federal environmental statute, regulation or ordinance, including the Comprehensive Environmental Claim or create material Response, Compensation and Liability under applicable Act of 1980, as amended (collectively, “Environmental Laws. (e) To the Knowledge of CGI”), CGI has not treated, stored, disposed of, arranged for which liability or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or which could obligation would reasonably be expected to result in a Company Material Adverse Effect. During, or, to the Knowledge of the Company, prior to the period of, (a) its or give rise to Liability any of CGIits Subsidiaries’ ownership or operation of any of their respective current properties, (b) its or any of its Subsidiaries’ participation in the management of any property, or require an investigation(c) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, cleanupthere were no releases or threatened releases of hazardous, removaltoxic, response activityradioactive or dangerous materials or other materials regulated under Environmental Laws in, remediationon, under or corrective action affecting any such property which would reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any Governmental Entity or third Person imposing any material liability or obligation pursuant to or under any Environmental Law or contractual obligation. (f) There are no events or circumstances that would reasonably be expected to form result in a Company Material Adverse Effect. The Company and its Subsidiaries are in compliance with all Environmental Laws, including possessing all material permits required for its currently conducted operations under applicable Environmental Laws, except, in each case, for any such non-compliance that, individually or in the basis aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. Notwithstanding any other provision of an order for clean-up or remediationthis Agreement to the contrary (including Section 4.11), or an action, suit or Proceeding by any private party or Governmental Authority, against or affecting CGI (in respect the representations and warranties of the BioPharma BusinessCompany in this Section 4.19 constitute the sole representations and warranties of the Company with respect to any matter (including any liability) relating to Hazardous Materials or any Environmental LawLaws.

Environmental Liability. (a) CGIEach of Company and its Subsidiaries, and, to Company’s conduct Knowledge (except as set forth in written third-party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of the BioPharma Business business to a third party that is not an Affiliate of Company), any property in which Company or any of its Subsidiaries holds a security interest, is in material compliance with all applicable local, state or federal environmental, health or safety Laws, including the Comprehensive Environmental Laws Response, Compensation, and Liability Act of 1980, as amended (which compliance includes, but is not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, such laws “Environmental PermitsLaws”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from There are no legal, administrative, arbitral or other proceedings, claims or actions pending, or, to the Knowledge of Company, threatened against Company or any Governmental Authority regarding of its Subsidiaries, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations that seek to impose or that could reasonably be expected to result in the imposition, on Company or any actual of its Subsidiaries, of any liability or alleged violation of or liability obligation arising under any Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) Law pending or, to the Knowledge of CGICompany, threatened against CGI with respect Company or any of its Subsidiaries, which liability or obligation would reasonably be expected to, individually or in the aggregate, be material to the BioPharma Business. (d) Company and its Subsidiaries, taken as a whole. To the Knowledge of CGICompany, there was is no Release of reasonable basis for any Hazardous Material atsuch proceeding, toclaim, action or from the BioPharma Business governmental investigation that has resulted in, would impose any liability or obligation that would have or would reasonably be expected to result inbe, individually or in the aggregate, material to Company and its Subsidiaries, taken as a material Environmental Claim or create material Liability under applicable Environmental Lawswhole. (ec) To Except as set forth in written third-party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of business to a third party that is not an Affiliate of Company, to the Knowledge of CGICompany, CGI has not treated, stored, disposed of, arranged for during or permitted prior to the disposal of, transported, handled, period of (i) Company’s or released any Hazardous Material in material violation of its Subsidiaries’ ownership or operation of any property, (ii) Company’s or any of its Subsidiaries’ participation in the management of any property or (iii) Company’s or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental LawsLaws in, on, under or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to affecting any Environmental Law or contractual obligation. (f) There are no events or circumstances such property that would reasonably be expected to, individually or in the aggregate, be material to form Company and its Subsidiaries, taken as a whole. (d) Company and each of its Subsidiaries is not subject to any agreement, order, judgment or decree by or with any court, governmental authority, regulatory agency or third party imposing any liability or obligation with respect to the basis foregoing. There has been no written third-party environmental site assessment conducted since January 1, 2008 assessing the presence of an order for clean-up hazardous materials located on any property owned or remediation, leased by Company or an action, suit any of its Subsidiaries that is within the possession or Proceeding by any private party or Governmental Authority, against or affecting CGI (in respect control of Company and its Affiliates as of the BioPharma Business) relating date of this Agreement that has not been delivered to Hazardous Materials or any Environmental LawParent prior to the date of this Agreement.

Environmental Liability. (a) CGI’s conduct Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, or to the knowledge of the BioPharma Business is Company private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in compliance with all applicable Environmental Laws (which compliance includesthe imposition, but is not limited toon the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal Law relating to the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation protection of the BioPharma Business environment or human health or safety, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), as amended (collectively, “the "Environmental Permits”Laws"), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge knowledge of CGIthe Company, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge Company or any of CGI, there was no Release of any Hazardous Material at, to, or from the BioPharma Business that has resulted in, or its Subsidiaries. Except as have not had and would not reasonably be expected to result inhave, individually or in the aggregate, a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) To Material Adverse Effect on the Knowledge Company, to the knowledge of CGIthe Company, CGI has not treatedthere are no past, stored, disposed of, arranged for or permitted the disposal of, transported, handledpresent, or released any Hazardous Material in material violation of any Environmental Lawsreasonably anticipated future facts, or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events occurrences or circumstances that would reasonably be expected to form give rise to any such proceeding, claim, action or governmental investigation that would impose any such liability or obligation other than with respect to real property securing Finance Receivables or on which the basis Company or any of an order for clean-up its Subsidiaries may foreclose in connection with the enforcement of rights under a Finance Receivable. Other than with respect to real property securing Finance Receivables or remediationon which the Company or any of its Subsidiaries foreclosed in connection with the enforcement of rights under a Finance Receivable, during or, to the knowledge of the Company prior to, the period of (i) its or any of its Subsidiaries' ownership or operation of any of their respective current or to the Company's knowledge former properties, (ii) its or any of its Subsidiaries' participation in the management of any property, or an action(iii) its or any of its Subsidiaries' holding of a security interest or other interest in any property, suit there were no releases or Proceeding by threatened releases of hazardous, toxic, radioactive or dangerous materials, gasoline or petroleum (including crude oil or any private party fraction thereof) or Governmental Authoritypetroleum products, against polychlorinated biphenyls, urea- formaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws ("Materials of Environmental Concern") in, on, under or affecting CGI (any such property which have had or would reasonably be expected to have, individually or in respect the aggregate, a Material Adverse Effect on the Company. Neither the Company nor any of the BioPharma Business) its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law or relating to Hazardous Materials or any of Environmental LawConcern.

Environmental Liability. (a) CGI’s conduct Except as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, there are no legal, administrative, arbitral or other proceedings, claims, actions, or to the knowledge of the BioPharma Business is Company private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in compliance with all applicable Environmental Laws (which compliance includesthe imposition, but is not limited toon the Company or any of its Subsidiaries of any liability or obligation arising under common law standards relating to environmental protection, human health or safety, or under any local, state or federal Law relating to the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation protection of the BioPharma Business environment or human health or safety, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), as amended (collectively, the “Environmental PermitsLaws”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this Agreement. (b) CGI has not received written notice from any Governmental Authority regarding any actual or alleged violation of or liability under Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) pending or, to the Knowledge knowledge of CGIthe Company, threatened against CGI with respect to the BioPharma Business. (d) To the Knowledge Company or any of CGI, there was no Release of any Hazardous Material at, to, or from the BioPharma Business that has resulted in, or its Subsidiaries. Except as have not had and would not reasonably be expected to result inhave, individually or in the aggregate, a material Environmental Claim or create material Liability under applicable Environmental Laws. (e) To Material Adverse Effect on the Knowledge Company, to the knowledge of CGIthe Company, CGI has not treatedthere are no past, stored, disposed of, arranged for or permitted the disposal of, transported, handledpresent, or released any Hazardous Material in material violation of any Environmental Lawsreasonably anticipated future facts, or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) There are no events occurrences or circumstances that would reasonably be expected to form give rise to any such proceeding, claim, action or governmental investigation that would impose any such liability or obligation other than with respect to real property securing Finance Receivables or on which the basis Company or any of an order for clean-up its Subsidiaries may foreclose in connection with the enforcement of rights under a Finance Receivable. Other than with respect to real property securing Finance Receivables or remediationon which the Company or any of its Subsidiaries foreclosed in connection with the enforcement of rights under a Finance Receivable, during or, to the knowledge of the Company prior to, the period of (i) its or any of its Subsidiaries’ ownership or operation of any of their respective current or to the Company’s knowledge former properties, (ii) its or any of its Subsidiaries’ participation in the management of any property, or an action(iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, suit there were no releases or Proceeding by threatened releases of hazardous, toxic, radioactive or dangerous materials, gasoline or petroleum (including crude oil or any private party fraction thereof) or Governmental Authoritypetroleum products, against polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants or other materials regulated pursuant to, or that would reasonably be expected to give rise to liability under Environmental Laws (“Materials of Environmental Concern”) in, on, under or affecting CGI (any such property which have had or would reasonably be expected to have, individually or in respect the aggregate, a Material Adverse Effect on the Company. Neither the Company nor any of the BioPharma Business) its Subsidiaries is subject to any agreement, order, judgment, decree, letter or memorandum by or with any court, governmental authority, regulatory agency or third party imposing any material liability or obligation pursuant to or under any Environmental Law or relating to Hazardous Materials or any of Environmental LawConcern.

Environmental Liability. (a) CGIEach of Parent and its Subsidiaries, and, to Parent’s conduct Knowledge (except as set forth in written third-party environmental reports included in the relevant Loan Documentation regarding real property securing a Loan made in the ordinary course of the BioPharma Business business to a third party that is not an Affiliate of Parent), any property in which Parent or any of its Subsidiaries holds a security interest, is in material compliance with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by CGI of all permits, certificates, licenses, approvals, registrations and other governmental authorizations required under applicable Environmental Laws for the conduct and operation of the BioPharma Business (collectively, “Environmental Permits”), and compliance with the terms and conditions thereof) in all material respects. All of the Environmental Permits are valid and in full force and effect and, none of the Environmental Permits are reasonably expected to be adversely modified or terminated, including as a result of or in connection with the consummation of the transactions contemplated by this AgreementLaws. (b) CGI has not received written notice from There are no legal, administrative, arbitral or other proceedings, claims or actions pending, or, to the Knowledge of Parent, threatened against Parent or any Governmental Authority regarding of its Subsidiar- ies, nor are there governmental or third-party environmental investigations or remediation activities or governmental investigations that seek to impose or that could reasonably be expected to result in the imposition, on Parent or any actual of its Subsidiaries, of any liability or alleged violation of or liability obligation arising under any Environmental Laws. (c) There is no material environmental claim or Proceeding (each, an “Environmental Claim”) Law pending or, to the Knowledge of CGIParent, threatened against CGI with respect Parent or any of its Subsidiaries, which liability or obligation would reasonably be expected to, individually or in the aggregate, be material to the BioPharma Business. (d) Parent and its Subsidiaries, taken as a whole. To the Knowledge of CGIParent, there was is no Release of reasonable basis for any Hazardous Material atsuch proceeding, toclaim, action or from the BioPharma Business governmental investigation that has resulted in, would impose any liability or obligation that would be or would reasonably be expected to result inbe, individually or in the aggregate, material to Parent and its Subsidiaries, taken as a material Environmental Claim or create material Liability under applicable Environmental Lawswhole. (ec) To the Knowledge of CGIParent, CGI has not treated, stored, disposed of, arranged for during or permitted prior to the disposal of, transported, handled, period of (i) Parent’s or released any Hazardous Material in material violation of its Subsidiaries’ ownership or operation of any property, (ii) Parent’s or any of its Subsidiaries’ participation in the management of any property or (iii) Parent’s or any of its Subsidiaries’ holding of a security interest or other interest in any property, there were no releases or threatened releases of hazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental LawsLaws in, on, under or which could reasonably be expected to result in or give rise to Liability of CGI, or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to affecting any Environmental Law or contractual obligation. (f) There are no events or circumstances such property that would reasonably be expected to form be, individually or in the basis aggregate, material to Parent and its Subsidiaries, taken as a whole. (d) Parent and each of an order for cleanits Subsidiaries are not subject to any agreement, order, judgment or decree by or with any court, governmental authority, regulatory agency or third party imposing any liability or obligation with respect to the foregoing. There has been no written third-up party environmental site assessment conducted since January 1, 2009 assessing the presence of hazardous materials located on any property owned or remediation, leased by Parent or an action, suit any of its Subsidiaries that is within the possession or Proceeding by any private party or Governmental Authority, against or affecting CGI (in respect control of Parent and its Affiliates as of the BioPharma Business) relating date of this Agreement that has not been delivered to Hazardous Materials or any Environmental LawCompany prior to the date of this Agreement.