ANSYS (ANSS)

5.09 Environmental Matters.

(a) Except as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect:

(i) the Borrower and its Subsidiaries and their businesses, operations and properties are in compliance with, and the Borrower and its Subsidiaries have no liability under, Environmental Laws;

(ii) the Borrower and its Subsidiaries have obtained all Environmental Permits required for the conduct of their businesses and operations and the operation and use of their property, and all such Environmental Permits are valid and in good standing;

(iii) there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or, to the knowledge of the Borrower and its Subsidiaries, formerly owned, leased or operated by the Borrower and its Subsidiaries or their predecessors in interest, which Release or threatened Release would reasonably be expected to result in liability by the Borrower and its Subsidiaries under Environmental Law;

(iv) there is no Environmental Claim pending or, to the knowledge of the Borrower and its Subsidiaries, threatened in writing against the Borrower and its Subsidiaries and, to the knowledge of the Borrower and its Subsidiaries, there are no actions, activities, circumstances, conditions, events or incidents that would reasonably be expected to form the basis of such an Environmental Claim;

(v) none of the Borrower or its Subsidiaries is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound, and no such Person is conducting or financing any environmental investigation or remediation required by any Environmental Law with respect to any real property owned, operated or leased by the Borrower or any Subsidiary or any other location;

(vi) no Lien has been recorded or, to the knowledge of the Borrower and its Subsidiaries, threatened under any Environmental Law with respect to any property or assets of the Borrower and its Subsidiaries; and

(vii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Environmental Law.

(b) To the knowledge of the Borrower and its Subsidiaries, no real property or facility owned, operated or leased by the Borrower and its Subsidiaries, and no real property or facility formerly owned, operated or leased by the Borrower and its Subsidiaries or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority including any such list relating to petroleum.

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5.10 Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies, in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Borrower and its Subsidiaries) with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Borrower or the applicable Subsidiary operates.

5.11 Taxes. The Borrower and its Subsidiaries (and, prior to the Merger, the Acquired Company and its Subsidiaries) have (a) timely filed, or been included in, all material Federal, state and other Tax returns and reports required to be filed by them, taking into account any extension of time granted to them, and (b) paid or caused to be paid all material Federal, state and other Taxes due and payable by such Persons (whether or not shown on any Tax return), except those which are not more than thirty (30) days overdue or are being contested in good faith by appropriate actions diligently conducted and in each case for which adequate reserves have been provided in accordance with GAAP. No written proposed Tax assessment has been received by the Borrower or any Subsidiary that, if made, would reasonably be expected to result in a Material Adverse Effect. The Borrower and each Subsidiary has made adequate provision in accordance with GAAP for all Taxes not yet due and payable except where the failure to make such a provision would not reasonably be expected to result in a Material Adverse Effect. Except for any liabilities for Taxes of any consolidated, combined or unitary Tax group of which the Borrower is the common parent, neither the Borrower nor any of its Subsidiaries has any liabilities for the Taxes of any Person under Treas. Reg. section 1.1502-6 or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise, except as would not result in a Material Adverse Effect.

5.09 Environmental Matters.

(a) Except as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect:

(i) the Borrower and its Subsidiaries and their businesses, operations and properties are in compliance with, and the Borrower and its Subsidiaries have no liability under, Environmental Laws;

(ii) the Borrower and its Subsidiaries have obtained all Environmental Permits required for the conduct of their businesses and operations and the operation and use of their property, and all such Environmental Permits are valid and in good standing;

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(iii) there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or, to the knowledge of the Borrower and its Subsidiaries, formerly owned, leased or operated by the Borrower and its Subsidiaries or their predecessors in interest, which Release or threatened Release would reasonably be expected to result in liability by the Borrower and its Subsidiaries under Environmental Law;

(iv) there is no Environmental Claim pending or, to the knowledge of the Borrower and its Subsidiaries, threatened in writing against the Borrower and its Subsidiaries and, to the knowledge of the Borrower and its Subsidiaries, there are no actions, activities, circumstances, conditions, events or incidents that would reasonably be expected to form the basis of such an Environmental Claim;

(v) none of the Borrower or its Subsidiaries is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound, and no such Person is conducting or financing any environmental investigation or remediation required by any Environmental Law with respect to any real property owned, operated or leased by the Borrower or any Subsidiary or any other location;

(vi) no Lien has been recorded or, to the knowledge of the Borrower and its Subsidiaries, threatened under any Environmental Law with respect to any property or assets of the Borrower and its Subsidiaries; and

(vii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Environmental Law.

(b) To the knowledge of the Borrower and its Subsidiaries, no real property or facility owned, operated or leased by the Borrower and its Subsidiaries, no real property or facility formerly owned, operated or leased by the Borrower and its Subsidiaries or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority including any such list relating to petroleum.

5.10 Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies, in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Borrower and its Subsidiaries) with such deductibles and covering such risks as are customarily carried by prudent companies engaged in similar businesses and owning similar properties in localities where Borrower or the applicable Subsidiary operates.

5.11 Taxes. The Borrower and its Subsidiaries have (a) timely filed, or been included in, all material Federal, state and other Tax Returns and reports required to be filed by them,

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taking into account any extension of time granted to them, and (b) paid or caused to be paid all material Federal, state and other Taxes due and payable by such Persons (whether or not shown on any tax return), except those which are not more than 30 days overdue or are being contested in good faith by appropriate actions diligently conducted and in each case for which adequate reserves have been provided in accordance with GAAP. No written proposed tax assessment has been received by the Borrower or any Subsidiary that, if made, would reasonably be expected to result in a Material Adverse Effect. The Borrower and each Subsidiary has made adequate provision in accordance with GAAP for all Taxes not yet due and payable except where the failure to make such a provision would not reasonably be expected to result in a Material Adverse Effect. Except any liabilities for taxes of any consolidated, combined or unitary tax group of which the Borrower is the common parent, neither the Borrower nor any of its Subsidiaries has any liabilities for the taxes of any Person under Treas. Reg. Section 1.1502-6 or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise, except as would not result in a Material Adverse Effect.

5.09 Environmental Matters.

(a) Except as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect:

(i) the Borrower and its Subsidiaries and their businesses, operations and properties are in compliance with, and the Borrower and its Subsidiaries have no liability under, Environmental Laws;

(ii) the Borrower and its Subsidiaries have obtained all Environmental Permits required for the conduct of their businesses and operations and the operation and use of their property, and all such Environmental Permits are valid and in good standing;

(iii) there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or, to the knowledge of the Borrower and its Subsidiaries, formerly owned, leased or operated by the Borrower and its Subsidiaries or their predecessors in interest, which Release or threatened Release would reasonably be expected to result in liability by the Borrower and its Subsidiaries under Environmental Law;

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(iv) there is no Environmental Claim pending or, to the knowledge of the Borrower and its Subsidiaries, threatened in writing against the Borrower and its Subsidiaries and, to the knowledge of the Borrower and its Subsidiaries, there are no actions, activities, circumstances, conditions, events or incidents that would reasonably be expected to form the basis of such an Environmental Claim;

(v) none of the Borrower or its Subsidiaries is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound, and no such Person is conducting or financing any environmental investigation or remediation required by any Environmental Law with respect to any real property owned, operated or leased by the Borrower or any Subsidiary or any other location;

(vi) no Lien has been recorded or, to the knowledge of the Borrower and its Subsidiaries, threatened under any Environmental Law with respect to any property or assets of the Borrower and its Subsidiaries; and

(vii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Environmental Law.

(b) To the knowledge of the Borrower and its Subsidiaries, no real property or facility owned, operated or leased by the Borrower and its Subsidiaries, and no real property or facility formerly owned, operated or leased by the Borrower and its Subsidiaries or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority including any such list relating to petroleum.

5.10 Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies, in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Borrower and its Subsidiaries) with such deductibles and covering such risks as are customarily carried by prudent companies engaged in similar businesses and owning similar properties in localities where Borrower or the applicable Subsidiary operates.

5.11 Taxes. The Borrower and its Subsidiaries (and, prior to the Merger, Heat Holdings and its Subsidiaries) have (a) timely filed, or been included in, all material Federal, state and other Tax Returns and reports required to be filed by them, taking into account any extension of time granted to them, and (b) paid or caused to be paid all material Federal, state and other Taxes due and payable by such Persons (whether or not shown on any tax return), except those which are not more than 30 days overdue or are being contested in good faith by

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appropriate actions diligently conducted and in each case for which adequate reserves have been provided in accordance with GAAP. No written proposed tax assessment has been received by the Borrower or any Subsidiary that, if made, would reasonably be expected to result in a Material Adverse Effect. The Borrower and each Subsidiary has made adequate provision in accordance with GAAP for all Taxes not yet due and payable except where the failure to make such a provision would not reasonably be expected to result in a Material Adverse Effect. Except any liabilities for taxes of any consolidated, combined or unitary tax group of which the Borrower is the common parent and except in respect of liabilities with respect to the Spin-Off Entities for which the Borrower is indemnified pursuant to the Merger Agreement, neither the Borrower nor any of its Subsidiaries has any liabilities for the taxes of any Person under Treas. Reg. Section 1.1502-6 or any similar provision of state, local or foreign law, as a transferee or successor, by contract or otherwise, except as would not result in a Material Adverse Effect.