Environment means ambient air, soil, surface water, sediment, ground water, wetlands, land or subsurface strata, wildlife, plants or other natural resources.
Environmental Claim means any and all actions, suits, request for information, Orders, demands, settlements, judgments, directives, claims, liens, investigations, proceedings or notices of compliance or violation by any Person or Governmental Entity alleging potential liability (including, without limitation, potential liability for enforcement, investigatory costs, cleanup costs, governmental response costs, removal costs, remedial costs, contribution, indemnification, cost recovery, compensation or injunctive relief natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from (a) the presence, exposure to or Environmental Release or threatened Environmental Release of Hazardous Materials; or (b) any violation or alleged violation of Environmental Law, or other liability arising under any Environmental Law.
Environmental Laws mean all federal, state, provincial, territorial or local Laws relating to pollution, or the regulation or protection of health or safety of Persons or the Environment, including without limitation, Laws relating to Environmental Releases, to the manufacture, exposure to, processing, distribution, use, treatment, storage, disposal, transport, recycling or handling of Hazardous Materials and to the protection of environmentally sensitive areas.
Environmental Releases means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping, abandonment, disposing or allowing to escape or migrate into or through the Environment and any condition that results in the exposure of a Person to a Hazardous Material.
ERISA means the Employee Retirement Income Security Act of 1974, as amended, or any successor law, and the regulations and rules issued pursuant to that act or to any successor law.
Extended Representations means the representations and warranties contained in Sections 3.6 and 4.8 (Taxes), Section 4.11 (Intellectual Property Rights; IT Systems; Privacy and Data Security, Sections 3.18 and 4.14 (Employee Benefit Plans) and Section 3.10 and Section 4.16 (Environmental Compliance).
Fundamental Representations means the representations and warranties contained in Section 2.1 (Corporate), Section 2.2 (No Conflicts), Section 2.3 (Ownership of Securities), Sections 3.1 and 4.1 (Organization and Good Standing), Sections 3.2 and 4.2 (No Conflicts), Section 4.3 (Capitalization), Sections 3.3 and 4.4 (Investments and Subsidiaries) and Sections 3.14 and 4.20 (Brokers).
GAAP means generally accepted accounting principles in the United States as in effect on the date hereof, applied consistently with past practices.
Governmental Entity means any domestic, foreign or multi-national federal, state, provincial, regional, municipal or local governmental or administrative authority, including any court, tribunal, agency, bureau, committee, board, regulatory body, administration, commission or instrumentality constituted or appointed by any such authority.
Hazardous Materials means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws and (b) any petroleum or petroleum-derived products, radon, mold, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, polychlorinated biphenyls, and per- or polyfluoroalkyl substances.