Environmental Compliance

"Environmental Compliance" means actions performed during or after Operations to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Properties or other compliance with Environmental Laws.

Except as set forth in Section 3.16(a) of the Disclosure Schedule, (i) the Company is and has been since January 8, 2015, and its business, assets and properties, including the State Claims and the Leased Real Property and any other Real Property, are and have been, since January 8, 2015, owned, leased, and operated, in compliance in all material respects with all applicable Environmental Laws; (ii) since January 8, 2015, neither Seller nor the Company has received (1) from any Person any Environmental Claim related to the Real Property or (2) any written notice alleging that the Company is in material violation of, or is materially liable under, any Environmental Law; and (iii) Seller has no Knowledge of any Environmental Claim by any Governmental Authority related to the Real Property.

Except (i) as set forth in Section 4.17 of the Disclosure Schedule or (ii) for any matter that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the Knowledge of the Seller (a) the Company is in compliance with all applicable Laws relating to protection of the environment ("Environmental Laws"), (b) the Company possesses and is in compliance with all Permits required under any Environmental Law for the conduct of its operations and (c) there are no Actions pending against the Company alleging a violation of any Environmental Law.

The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

nor has any Parent Entity received any written and pending notice, order or complaint from any Person alleging a violation of or liability arising under any Environmental Law; and (iv) there has been no Release of Hazardous Substances on, at, under, to, or from any of the properties of the Parent Entities or, to the Knowledge of Parent, any offsite properties, or from or in connection with the Parent Entities' operations in a manner that would reasonably be expected to give rise to any uninsured liability pursuant to any Environmental Law.

The Company has no Knowledge of any claim, nor has received any notice of any claim, and no proceeding has been instituted in writing raising any claim against the Company or any of its real properties now or formerly owned, leased or operated by it or other assets of the Company, alleging any damage to the environment arising out of or related to the operations of the Company or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

Except as would not have a Company Material Adverse Effect, each Group Company has complied and is in compliance in all material respects with all Environmental Laws and have obtained and possess all permits, licenses and other authorizations currently required for their establishment and their operation under any Environmental Law, and all such permits, licenses and other authorizations are in full force and effect. No Group Company has received any notice, demand, letter, claim or request for information alleging that any Group Company is in material violation of or liable under any Environmental Law, which remains unresolved, and no Group Company is subject to any pending order, decree or injunction with any Governmental Authority or currently effective agreement with any Third Party concerning liability under any Environmental Law.

With regard to each [Company.Name]: (i) the [Company.Name] has not emitted, discharged, deposited or released or caused or permitted to be emitted, discharged, deposited or released, any Substances on or to the Leased Real Property, or in connection with the operation of the [Company.Business], except in compliance in all material respects with Applicable Environmental Laws. (ii) no polychlorinated biphenyls, asbestos containing materials, lead or urea-formaldehyde is to the [Company.Name]'s Knowledge on, at, in or under the Leased Real Property for which any [Company.Name] is legally responsible. (iii) the [Company.Name] has not permitted the Aurora Leased Real Property or any other property previously leased by it to be used for the disposal of any Substance. (iv) there are no proceedings against or involving the [Company.Name] in progress, pending or threatened, which allege the violation of, or non-compliance with, any Applicable Environmental Laws.

ICC Group, the operation of its business on the ICC Properties and the assets of ICC Group have been and are in material compliance with all Environmental Laws. ICC Group has not been charged with or convicted of any offence, violation and/or breach of or non-compliance with Environmental Laws, or been fined or otherwise sentenced or settled any prosecution short of conviction under Environmental Laws with respect to the ICC Properties. There are no notices of judgment or commencement of proceedings of any nature relating to any breach or alleged breach of Environmental Laws with respect to the ICC Properties. There are no hazardous substances located on, in or under any of the ICC Properties and no release of any hazardous substances has occurred on, in or from the ICC Properties from the operation of the business of ICC Group or the conduct of activities related to the business of ICC Group thereon.

nor has any Parent Entity received any written and pending notice, order or complaint from any Person alleging a violation of or liability arising under any Environmental Law; and (iv) there has been no Release of Hazardous Substances on, at, under, to, or from any of the properties of the Parent Entities or, to the Knowledge of Parent, any offsite properties, or from or in connection with the Parent Entities' operations in a manner that would reasonably be expected to give rise to any uninsured liability pursuant to any Environmental Law.

The Company Entities and their assets, properties, and operations are in compliance with all applicable Environmental Laws. The Company Entities possess all required Environmental Permits and are in compliance with their terms.

Partner represents that it is in compliance with all applicable Environmental Laws and there are no pending or threatened actions, suits, or proceedings alleging a material violation of, or material liability under, any Environmental Law with respect to the Partner Contributed Assets or Partner Contributed Facilities.

The Company has no Knowledge of any claim, nor has received any notice of any claim, and no proceeding has been instituted in writing raising any claim against the Company or any of its real properties now or formerly owned, leased or operated by it or other assets of the Company, alleging any damage to the environment arising out of or related to the operations of the Company or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

Except as set forth in Section 3.16(a) of the Disclosure Schedule, (i) the Company is and has been since January 8, 2015, and its business, assets and properties, including the State Claims and the Leased Real Property and any other Real Property, are and have been, since January 8, 2015, owned, leased, and operated, in compliance in all material respects with all applicable Environmental Laws; (ii) since January 8, 2015, neither Seller nor the Company has received (1) from any Person any Environmental Claim related to the Real Property or (2) any written notice alleging that the Company is in material violation of, or is materially liable under, any Environmental Law; and (iii) Seller has no Knowledge of any Environmental Claim by any Governmental Authority related to the Real Property.

The Acquired Corporations are in material compliance with all applicable Environmental Laws.

The operation of the First Majestic Material Properties by Purchaser and the First Majestic Material Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Laws (except where non-compliance would not cause a Material Adverse Change in respect of Purchaser). Each of Purchaser and the First Majestic Material Subsidiaries have complied with all reporting and monitoring requirements under all Environmental Laws (except where non-compliance would not cause a Material Adverse Change in respect of Purchaser).

The Company represents and warrants that it and its Subsidiaries have been and are being conducted in compliance with all applicable Environmental Laws. The Company further represents and warrants that it has not received any notice alleging material violation of Environmental Laws or liability thereunder.

The Company has no Knowledge of any claim, proceeding, or violation of Environmental Laws alleging any damage to the environment arising out of or related to the operations of the Company or violation of any Environmental Laws. The Company has not stored any Hazardous Substances on its properties and has not disposed of any Hazardous Substances in a manner contrary to any Environmental Laws. The Company is in compliance with all applicable permits and environmental regulations.

Each of the Company and the Project Company is and at all times has been in compliance with all Environmental Laws, other than as set forth on Schedule 3.1(k), and none of Bloom, Clean Technologies, the Company or the Project Company has received written notice from any Governmental Authority of an actual or potential violation of, or liability under, any Environmental Laws.

Except as would not reasonably be expected to result in, individually or in the aggregate, material liability, the Company and its Subsidiaries are in compliance, and at all times since December 31, 2013, have complied, with all applicable Laws (including common law), statutes, rules, regulations, Orders, decrees, permits, authorizations or legal requirements of any Governmental Entity relating to: (a) the protection or restoration of the environment or natural resources

Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company Entities are, and have been since December 31, [Year], in compliance with all Environmental Laws, have in effect all Governmental Authorizations required under any Environmental Laws to operate as they currently operate, and are in compliance with all such Governmental Authorizations.