Common use of Environmental Issues Clause in Contracts

Environmental Issues. In respect of such of the Properties which are situated in the U.K.: (a) So far as the Warrantors are aware the Company has obtained all necessary Environmental Licences and complied with the terms and conditions of such Environmental Licences and all other applicable Environmental Law. (b) Neither the Company nor (so far as the Warrantors are aware) any of its directors, officers or employees nor any person for whose acts or defaults the Company may be vicariously liable is involved (in relation to any matter for which the Company is vicariously liable) in any legal, administrative, civil, criminal, arbitration or other proceedings or investigations in relation to any Environmental Law or any Environmental Licence or concerned with the pollution or protection of the Environment or the protection of or harm to the health of humans, animals or plants in any jurisdiction and, so far as the Warrantors are aware, none such are pending or threatened by or against the Company or any such person and, so far as the Warrantors are aware, there are no facts or circumstances that may give rise to any such proceedings arbitration or investigations. (c) So far as the Warrantor are aware, the Company does not own use or occupy and has not owned used or occupied any land, water supply, plant or equipment, whether or not in or at the Properties, which contains or has contained a hazardous substance or article, waste or other pollutant or contaminant or which is or has been used for the deposit, storage, treatment or disposal of waste or sewage or been affected by any pollution, noise or nuisance from any other land or activity thereon or use thereof and, so far as the Warrantors are aware, no land or water supply adjoining any land or water supply owned, used or occupied by the Company has contained or contains any such hazardous substance, waste or other pollutant or contaminant. 105

Environmental Issues. In Except in accordance, and in compliance, with any and all applicable local, state and federal governmental Laws relating to environmental matters, and hazardous materials, substances or wastes ("Environmental Laws"), the Optionors and the American Entities have not Released into the environment any such hazardous materials, substances or wastes or caused the same to be so Released into the environment or discharged, placed or disposed of at, on or under any of the Properties other than to the extent the same will not have a Material Adverse Effect on the condition, financial or otherwise, of the affected Property. To the Optionors’ Knowledge and except as otherwise disclosed in the environmental assessments listed on Exhibits N and S (collectively, the "Environmental Reports"), or as otherwise disclosed on Exhibit S, with respect to the Properties, (i) except to the extent permitted by applicable Environmental Laws, no hazardous materials, substances or wastes are located on or at the Properties or have been Released into the environment or discharged, placed or disposed of such in, on or under the Properties, (ii) except to the extent permitted by applicable Environmental Laws, no underground storage tanks are or have been located at the Properties, (iii) none of the Properties were used as a dump for waste material, and (iv) each of the Properties complies with, and has complied with, all Environmental Laws in all material respects. Optionors and the American Entities have not received any written notice from any Governmental Body or any written complaint from any third party with respect to an American Entity’s alleged noncompliance with, or potential liability under, any Environmental Laws at any of the Properties which remains unresolved as of the Effective Date. All written assessments prepared by or on behalf of the Optionors or the American Entities of the hazardous waste or environmental conditions at the Properties which are situated in the U.K.: (a) So far possession of the Optionors or the American Entities have been made available to Omega. Notwithstanding any other provision of this Agreement to the contrary, the representations and warranties contained in this Section 4 will not be Breached as a result of any environmental condition existing at any of the Warrantors are aware Properties of which Omega receives notice pursuant to the Company has obtained all necessary Environmental Licences and complied information provided to it in any environmental assessment delivered to Omega as mortgagee of any Property or prepared in connection with the terms 1997 Agreements, or this Agreement and conditions the sale of such the Interests or Properties hereunder including, without limitation, the Environmental Licences and all other applicable Reports. Optionors will have no liability to the Optionees for any violation of any Environmental Law. (b) Neither , or the Company nor (so far as Release onto the Warrantors are aware) any of its directors, officers or employees nor any person for whose acts or defaults the Company may be vicariously liable is involved (in relation to any matter for which the Company is vicariously liable) in any legal, administrative, civil, criminal, arbitration or other proceedings or investigations in relation to any Environmental Law Properties or any Environmental Licence property contiguous thereto, of any hazardous materials, wastes, or concerned with substances, occurring after the pollution or protection commencement of the Environment Essex Lease, unless such violation or Release was attributable to actions of the Optionors or the protection American Entities, or the Optionors have Knowledge thereof and do not disclose the same to Omega by delivery of an environmental assessment or harm to the health of humans, animals or plants in any jurisdiction and, so far as the Warrantors are aware, none such are pending or threatened by or against the Company or any such person and, so far as the Warrantors are aware, there are no facts or circumstances that may give rise to any such proceedings arbitration or investigations. (c) So far as the Warrantor are aware, the Company does not own use or occupy and has not owned used or occupied any land, water supply, plant or equipment, whether or not in or at the Properties, which contains or has contained a hazardous substance or article, waste or other pollutant or contaminant or which is or has been used for the deposit, storage, treatment or disposal of waste or sewage or been affected by any pollution, noise or nuisance from any other land or activity thereon or use thereof and, so far as the Warrantors are aware, no land or water supply adjoining any land or water supply owned, used or occupied by the Company has contained or contains any such hazardous substance, waste or other pollutant or contaminant. 105otherwise.

Environmental Issues. In respect To the best knowledge of such Sellers and Alterra, they have not released into the environment or discharged, placed or disposed of any Hazardous Substances or caused the Properties which are situated in same to be so released into the U.K.: environment or discharged, placed or disposed of at, on or under the Facilities, except (a) So far as to the Warrantors extent the same will not have a material and adverse affect on the condition, financial or otherwise, of the Facilities (whether the Facilities are aware considered individually or in the Company has obtained all necessary Environmental Licences aggregate) and complied with the terms and conditions of such Environmental Licences and all other applicable Environmental Law. (b) Neither in accordance, and in compliance, with any and all applicable Environmental Laws. To the Company nor best knowledge of Sellers and Alterra, (so far as a) no Hazardous Substances are located on or at the Warrantors are aware) any Facilities or have been released into the environment or discharged, placed or disposed of its directorsin, officers on or employees nor any person for whose acts or defaults under the Company may be vicariously liable is involved (in relation to any matter for which the Company is vicariously liable) in any legalFacilities, administrative, civil, criminal, arbitration or other proceedings or investigations in relation to any Environmental Law or any Environmental Licence or concerned with the pollution or protection of the Environment or the protection of or harm except to the health of humansextent permitted by applicable Environmental Laws, animals (b) no underground storage tanks are or plants have been located at the Facilities except for those that have been closed, or currently are being maintained, in any jurisdiction andaccordance with applicable Environmental Laws, so far as the Warrantors are aware, none such are pending or threatened by or against the Company or any such person and, so far as the Warrantors are aware, there are no facts or circumstances that may give rise to any such proceedings arbitration or investigations. (c) So far as the Warrantor Facilities are aware, the Company does not own use or occupy and has not owned used or occupied any land, water supply, plant or equipment, whether or not in or at the Properties, which contains or has contained a hazardous substance or article, waste or other pollutant or contaminant or which is or located on property that has been used as a dump for waste material and (d) the depositFacilities comply with, storageand at all times during the period of their operation by a Seller have complied with, treatment or disposal all Environmental Laws in all material respects. To the best knowledge of waste or sewage or been affected by any pollutionSellers and Alterra, noise or nuisance neither Seller has received from any other land governmental authority or activity thereon third party written notice or use thereof anda written complaint alleging the failure of the Facilities to comply with, so far or the potential liability of a Seller as a result of the Warrantors noncompliance of the Facilities with, any Environmental Laws or, if a Seller has received such a written notice or written complaint from any governmental authority or third party, the alleged noncompliance of the Facilities and/or liability of a Seller with respect thereto has been resolved as of the Closing Date. Sellers and Alterra have made available to Purchaser all written assessments that have been prepared by or on behalf of a Seller or Alterra and that are aware, no land in a Seller's or water supply adjoining any land Alterra's possession or water supply owned, used under a Seller's or occupied by Alterra's reasonable control with respect to the Company has contained or contains any such hazardous substance, waste or other pollutant or contaminant. 105conditions at the Facilities.

Environmental Issues. In respect of such of the Properties which are situated in the U.K.Except as set forth on Schedule 3.23 hereto: (a) So far Each of Seller and, to Seller's knowledge, the Participation Facilities and the Loan Properties (each as hereinafter defined) are, and have been, in material compliance with all applicable environmental laws and with all rules, regulations, standards and requirements of the Warrantors are aware United States Environmental Protection Agency (the Company has obtained all necessary Environmental Licences "EPA") and complied of state and local agencies with the terms and conditions of such Environmental Licences and all other applicable Environmental Law. (b) Neither the Company nor (so far as the Warrantors are aware) any of its directors, officers or employees nor any person for whose acts or defaults the Company may be vicariously liable is involved (in relation to any matter for which the Company is vicariously liable) in any legal, administrative, civil, criminal, arbitration or other proceedings or investigations in relation to any Environmental Law or any Environmental Licence or concerned with the jurisdiction over pollution or protection of the Environment environment. (b) There is no suit, claim, action or the protection of or harm proceeding pending or, to the health knowledge of humansSeller threatened, animals before any Governmental Entity or plants other forum in which Seller or, to Seller's knowledge, any jurisdiction andParticipation Facility has been or, so far with respect to threatened proceedings, may be, named as a defendant (i) for alleged noncompliance (including by any predecessor), with any environmental law, rule, regulation, standard or requirement or (ii) relating to the Warrantors are awarerelease into or presence in the Environment (as hereinafter defined) of any Hazardous Substance (as hereinafter defined) whether or not occurring at or on a site owned, none such are pending leased or threatened operated by or against the Company Seller or any such person and, so far as the Warrantors are aware, there are no facts or circumstances that may give rise to any such proceedings arbitration or investigationsParticipation Facility. (c) So far To Seller's knowledge, there is no suit, claim, action or proceeding pending or threatened, before any Governmental Entity or other forum in which any Loan Property has been or, with respect to threatened proceedings, may be, named as a defendant (i) for alleged noncompliance (including by any predecessor) with any environmental law, rule, regulation, standard or requirement or (ii) relating to the Warrantor are aware, release into or presence in the Company does not own use or occupy and has not owned used or occupied Environment of any land, water supply, plant or equipment, Hazardous Substance whether or not occurring at or on a site owned, leased or operated by a Loan Property. (d) Seller does not have knowledge of any facts or circumstances which would provide a reasonable basis for any suit, claim, action or proceeding as described in subsection (b) or at (c) of this Section 3.23. (e) During the Propertiesperiod of Seller's ownership or operation of any of its current properties or any previously owned or operated properties, which contains or has contained a hazardous substance or article, waste or other pollutant or contaminant or which is or there has been used no release or presence of Hazardous Substance in, on, under or affecting such property (except for the depositpresence of small quantities of consumer products such as cleaning solvents and paints). To Seller's knowledge, storageduring the period of (i) Seller's participation in the management of any Participation Facility, treatment or disposal (ii) Seller's holding of waste a security interest in a Loan Property, there has been no release or sewage presence of Hazardous Substance in, on, under or been affected by affecting such Participation Facility or Loan Property. To the knowledge of Seller, prior to the period of (x) Seller's ownership or operation of any pollutionof its respective current properties or any previously owned or operated properties, noise (y) Seller's holding of a security interest in a Loan Property, there was no release or nuisance from any other land presence of Hazardous Substance in, on, under or activity thereon or use thereof and, so far as the Warrantors are aware, no land or water supply adjoining any land or water supply owned, used or occupied by the Company has contained or contains affecting any such hazardous substanceproperty, waste Participation Facility or other pollutant or contaminantLoan Property. 1053.24

Environmental Issues. In respect of such of the Properties which are situated Except as set forth in the U.K.: Schedule 3.10, (a) So far as there are no environmental claims against, or to Seller’s Knowledge threatened against, Seller with respect to the Warrantors are aware the Company has obtained all necessary Environmental Licences and complied with the terms and conditions of such Environmental Licences and all other applicable Environmental Law. Purchased Assets; (b) Neither no Releases of Hazardous Substances have occurred at, from, on, or under the Company nor Real Property and no Hazardous Substances are present on or migrating from the Real Property that are reasonably likely to give rise to a material environmental claim against Seller or Seller’s successors, except where such Releases would not be anticipated to have a Material Adverse Effect; (so far as the Warrantors c) there are aware) any of its directors, officers no liens arising under or employees nor any person for whose acts or defaults the Company may be vicariously liable is involved (in relation to any matter for which the Company is vicariously liable) in any legal, administrative, civil, criminal, arbitration or other proceedings or investigations in relation pursuant to any Environmental Law or any Environmental Licence or concerned with the pollution or protection of the Environment or the protection of or harm respect to the health of humans, animals or plants in any jurisdiction Purchased Assets and, so far as the Warrantors are aware, none such are pending or threatened by or against the Company or any such person and, so far as the Warrantors are awareto Seller's Knowledge, there are no facts facts, circumstances, or circumstances conditions that may give rise are reasonably likely to be expected to restrict, encumber, or result in the imposition of special conditions under any such proceedings arbitration Environmental Law with respect to the ownership, occupancy, development, use, or investigations. transferability of the Purchased Assets; (cd) So far as the Warrantor are awarePurchased Assets include no (i) underground storage tanks, active or abandoned or (ii) equipment containing polychlorinated-biphenyl; (e) Seller holds, and is in compliance with, all permits licenses, certificates and governmental authorizations required for Seller to operate the Company does not own use or occupy Purchased Assets under applicable Environmental Law; and (f) Seller has not owned used or occupied received any land, water supply, plant or equipment, whether or not in or at the Properties, which contains or has contained a hazardous substance or article, waste or other pollutant or contaminant or which is or has been used request for the deposit, storage, treatment or disposal of waste or sewage information or been affected by notified of any pollution, noise or nuisance from any other land or activity thereon or use thereof and, so far as potential environmental claim regarding the Warrantors are awarePurchased Assets and to Seller’s Knowledge, no land investigation or water supply adjoining any land remediation is being conducted or water supply owned, used or occupied is pending as to the Purchased Assets. The representations and warranties made by Seller in this Section 3.10 are the Company has contained or contains any such hazardous substance, waste or other pollutant or contaminant. 105exclusive representations and warranties made to Purchaser relating to environmental matters.

Environmental Issues. In respect To Seller's knowledge, it has not released into the environment or discharged, placed or disposed of such any Hazardous Substances or caused the same to be so released into the environment or discharged, placed or disposed of at, on or under the Properties which are situated in the U.K.: Facility owned by it, except (a) So far as to the Warrantors are aware extent the Company has obtained all necessary Environmental Licences same will not have a material and complied with adverse affect on the terms condition, financial or otherwise, of the Facility and conditions of such Environmental Licences and all other applicable Environmental Law. (b) Neither in accordance, and in compliance, with any and all applicable Environmental Laws. To Seller's knowledge, (a) no Hazardous Substances are located on or at the Company nor (so far as Facility owned by such Seller or have been released into the Warrantors are aware) any environment or discharged, placed or disposed of its directorsin, officers on or employees nor any person for whose acts or defaults under the Company may be vicariously liable is involved (in relation to any matter for which the Company is vicariously liable) in any legalFacility owned by such Seller, administrative, civil, criminal, arbitration or other proceedings or investigations in relation to any Environmental Law or any Environmental Licence or concerned with the pollution or protection of the Environment or the protection of or harm except to the health of humansextent permitted by applicable Environmental Laws, animals (b) no underground storage tanks are or plants have been located at the Facility owned by such Seller except for those that have been closed in any jurisdiction andaccordance with applicable Environmental Laws, so far as the Warrantors or currently are awarebeing maintained, none such are pending or threatened by or against the Company or any such person andin accordance with applicable Environmental Laws, so far as the Warrantors are aware, there are no facts or circumstances that may give rise to any such proceedings arbitration or investigations. (c) So far as none of the Warrantor are aware, the Company does not own use or occupy and has not Facilities owned used or occupied any land, water supply, plant or equipment, whether or not in or at the Properties, which contains or has contained a hazardous substance or article, waste or other pollutant or contaminant or which by it is or located on property that has been used as a dump for waste material and (d) each of the depositFacilities owned by it complies with, storageand at all times during the period of its operation by such Seller has complied with, treatment or disposal of waste or sewage or been affected by any pollutionall Environmental Laws in all material respects. To Seller's knowledge, noise or nuisance such Seller has not received from any other land governmental authority or activity thereon third party written notice or use thereof anda written complaint alleging the failure of the Facility owned by such Seller to comply with, so far or the potential liability of such Seller as a result of the Warrantors noncompliance of the Facility owned by such Seller with, any Environmental Laws or, if such Seller has received such a written notice or written complaint from any governmental authority or third party, the alleged noncompliance of the affected Facility and/or liability of such Seller with respect thereto has been resolved as of the Closing Date. Such Seller has made available to Purchaser all written assessments that have been prepared by or on behalf of such Seller and that are awarein such Seller's possession or under such Seller's reasonable control with respect to the hazardous waste conditions at the Facilities. Notwithstanding the foregoing, no land the foregoing representations and warranties are subject to any environmental condition existing at any of the Facilities of which Purchaser receives notice pursuant to the information provided to it in any environmental assessment prepared in connection with the purchase of the Facilities or water supply adjoining any land or water supply ownedin the Phase I environmental assessment reports identified on attached SCHEDULE 7.11, used or occupied by the Company which Seller previously has contained or contains any such hazardous substance, waste or other pollutant or contaminant. 105delivered to Purchaser.

Environmental Issues. In respect of such None of the Properties which are situated Sellers nor, to the knowledge of the Sellers, any of their predecessors in interest have released into the U.K.: environment or discharged, placed or disposed of any Hazardous Substances or caused the same to be so released into the environment or discharged, placed or disposed of at, on or under a Facility, except (a) So far as to the Warrantors are aware extent the Company has obtained all necessary Environmental Licences same will not have a Material Adverse Effect on the condition, financial or otherwise, of Sellers or such Facility and complied with the terms and conditions of such Environmental Licences and all other applicable Environmental Law. (b) Neither in accordance, and in compliance, with any and all applicable Environmental Laws. To Sellers’ knowledge, no Hazardous Substances are located on or at a Facility or have been released into the Company nor (so far environment or discharged, placed or disposed of in, on or under a Facility, except to the extent permitted by applicable Environmental Laws. To Sellers’ knowledge, no underground storage tanks are or have been located at a Facility except for those that have been closed, or currently are being maintained, in accordance with applicable Environmental Laws. To Sellers’ knowledge, except as set forth in the Warrantors are aware) any of its directorsEnvironmental Due Diligence Materials, officers or employees nor any person for whose acts or defaults the Company may be vicariously liable is involved (in relation to any matter for which the Company is vicariously liable) in any legal, administrative, civil, criminal, arbitration or other proceedings or investigations in relation to any Environmental Law or any Environmental Licence or concerned with the pollution or protection none of the Environment or the protection of or harm to the health of humans, animals or plants in any jurisdiction and, so far as the Warrantors Facilities are aware, none such are pending or threatened by or against the Company or any such person and, so far as the Warrantors are aware, there are no facts or circumstances located on property that may give rise to any such proceedings arbitration or investigations. (c) So far as the Warrantor are aware, the Company does not own use or occupy and has not owned used or occupied any land, water supply, plant or equipment, whether or not in or at the Properties, which contains or has contained a hazardous substance or article, waste or other pollutant or contaminant or which is or has been used as a dump for waste material. To Sellers’ knowledge, each Facility complies with, and at all times during the depositperiod of its operation by Sellers has complied with, storage, treatment or disposal all Environmental Laws in all material respects. None of waste or sewage or been affected by any pollution, noise or nuisance the Sellers has received from any other land governmental authority or activity thereon third party written notice or use thereof anda written complaint alleging the failure of such Facility to comply with, so far or the potential liability of a Seller as a result of the Warrantors noncompliance of such Facility with, any Environmental Laws or, if a Seller has received such a written notice or written complaint from any governmental authority or third party, the alleged noncompliance of the Facility and/or liability of Sellers with respect thereto has been resolved as of the Closing Date. Sellers have made available to Purchaser all written assessments that have been prepared by or on behalf of a Seller and that are aware, no land in a Seller’s possession or water supply adjoining under a Seller’s reasonable control with respect to any land or water supply owned, used or occupied by Hazardous Substances at the Company has contained or contains any such hazardous substance, waste or other pollutant or contaminant. 105Facilities.