3.14 Title to Property. Target has good and marketable title to the Purchased Assets (other than the Assigned Leases) free and clear of all Encumbrances, and with respect to the Assigned Leases, valid leasehold interests therein, free and clear of all Encumbrances. The Assigned Tangible Personal Property is in all material respects in good operating condition and repair, subject to normal wear and tear. Arteris, KK owns none of the Purchased Assets.
3.15 Environmental Matters.
(a) The following terms shall be defined as follows:
(i) Environmental Laws means any applicable foreign, federal, state or local governmental laws (including common laws), statutes, ordinances, codes, regulations, rules, policies, permits, licenses, certificates, approvals, judgments, decrees, orders, directives, or requirements that pertain to the protection of the environment, protection of public health and safety, or protection of worker health and safety, or that pertain to the handling, use, manufacturing, processing, storage, treatment, transportation, discharge, release, emission, disposal, re-use, recycling, or other contact or involvement with Hazardous Materials (as defined in Section 3.15(a)(ii)), including the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., as amended (CERCLA), and the federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended (RCRA).
(ii) Hazardous Materials means any material, chemical, compound, substance, mixture or by-product that is identified, defined, designated, listed, restricted or otherwise regulated under Environmental Laws as a hazardous constituent, hazardous substance, hazardous material, acutely hazardous material, extremely hazardous material, hazardous waste, hazardous waste constituent, acutely hazardous waste, extremely hazardous waste, infectious waste, medical waste, biomedical waste, pollutant, toxic pollutant, contaminant or any other formulation or terminology intended to classify or identify substances, constituents, materials or wastes by reason of properties that are deleterious to the environment, natural resources, worker health and safety, or public health and safety, including ignitability, corrosivity, reactivity, carcinogenicity, toxicity and reproductive toxicity. The term Hazardous Materials shall include any hazardous substances as defined, listed, designated or regulated under CERCLA, any hazardous wastes or solid wastes as defined, listed, designated or regulated under RCRA, any asbestos or asbestos-containing materials, any polychlorinated biphenyls, and any petroleum or hydrocarbonic substance, fraction, distillate or by-product.
(b) Target is and has been in compliance with all Environmental Laws relating to the properties or facilities used, leased or occupied by Target in connection with the conduct of the Target Acquired Business at any time (collectively, Targets Facilities; such properties or facilities currently used, leased or occupied by Target are defined herein as Targets Current Facilities), and to Targets Knowledge, no discharge, emission, release, leak or spill of Hazardous Materials has occurred at any of Targets Facilities that may or will give rise to liability of Target under Environmental Laws. To Targets Knowledge, there are no Hazardous Materials (including asbestos) present in the surface waters, structures, groundwaters or soils of or beneath any of Targets Current Facilities. To Targets Knowledge, there neither are nor have been any aboveground or underground storage tanks for Hazardous Materials at Targets Current Facilities.
[****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.