Absence of Environmental Liabilities. To the knowledge of the Parent and the Seller, the Seller with respect to the Acquired Business has complied with, and at all times prior to the Closing Date will comply with, all applicable environmental laws, orders, regulations, rules and ordinances adopted, imposed or promulgated by any Governmental Entity relating to the Departments, except to the extent that such noncompliance would not have a material adverse effect on the Acquired Business. To the knowledge of the Parent and the Seller, Seller with respect to the Acquired ZH-81341.3 48 Business or any of the Acquired Departments is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, worker safety, environmental hazardous materials or waste or toxic materials on, under or about any of the properties, except to the extent that such violation would not have a material adverse effect on the Acquired Business.
Absence of Environmental Liabilities. To Seller's knowledge, neither Seller nor all or any portion of the Facility is in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, worker safety, environmental protection or Hazardous Materials. To Seller's knowledge, all environmental licenses, permits, clearances, covenants and authorizations material to and required for the current conduct of the Business have been obtained by Seller and are in full force and effect. As used herein, the term "Hazardous Materials" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local government authority, the State of California, any other state or the United States Government, including, without limitation, any material or substance which is: (1) PCB; (2) petroleum; (3) asbestos; (4) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpxxxxx-Xxxxxxx-Xxxxxx Xxxardous Substance Account Act); or (5) defined as a "hazardous substance" under Section 101 of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as amended ("CERCLA").
Absence of Environmental Liabilities. No environmental, reclamation or closure obligations or other liabilities for which Target or any of its Subsidiaries would be liable or responsible presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests or rights or relating to the operations and business of the Target or its Subsidiaries and there is no basis for any such obligations or liabilities to arise in the future as a result of any activity on or in respect of such property, interests, rights, operations and business. Neither Target nor any of its Subsidiaries has received inquiry from or notice of any pending investigation from any Agency or of any administrative or judicial proceeding concerning the violation of any applicable Law or any such environmental, reclamation or closure obligations or other liabilities.
Absence of Environmental Liabilities. No environmental, reclamation or closure obligations or other liabilities for which Acquireco or any of its Subsidiaries would be liable or responsible presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests or rights or relating to the operations and business of Acquireco or its Subsidiaries and there is no basis for any such obligations or liabilities to arise in the future as a result of any activity on or in respect of such property, interests, rights, operations and business. Neither Acquireco nor any of its Subsidiaries has received inquiry from or notice of any pending investigation from any Agency or of any administrative or judicial proceeding concerning the violation of any applicable Law or any such environmental, reclamation or closure obligations or other liabilities. SCHEDULE H REGULATORY APPROVALS Canada • exemption orders from the Securities Commissions from the prospectus requirements with respect to the first trade in Exchangeable Shares • approval of the TSX regarding the conditional listing of the Exchangeable Shares United States • filings required under the Securities Act and Securities Exchange Act, and other actions required by the SEC pursuant thereto SCHEDULE I SUPPORT AGREEMENT MEMORANDUM OF AGREEMENT made as of the • day of • , 2010, between Royal Gold, Inc., a corporation existing under the laws of Delaware (hereinafter referred to as “RG”), [Callco], a company existing under the laws of Canada (hereinafter referred to as “Callco”) and 7296355 Canada Ltd., a corporation existing under the laws of Canada (hereinafter referred to as “Canco”).
Absence of Environmental Liabilities. Neither Jreck nor, to Jreck's knowledge, neither it nor the real property at any time owned, leased or occupied by Jreck is in violation of any applicable federal, state or local law, ordinance, regulation or order relating to industrial hygiene, worker safety, public health and safety, environmental protection, or Hazardous Materials (as defined below) on, under or about such real property, including the soil and ground water underlying such real property. To Jreck's knowledge, any handling, transportation, storage, treatment or use of Hazardous Material (as defined below) that has occurred on the real property owned, leased or occupied by Jreck during Jreck's ownership, tenancy, or occupancy and prior to the Closing Date has been and will be as of the Closing Date in compliance with all applicable laws, ordinances, regulations and orders relating to Hazardous Material. As used herein, the term "Hazardous Material" means any substance, material or waste which is or becomes regulated as "hazardous," "toxic" or "dangerous" by any local government authority, including without limitation, any material or substance which is: (1) petroleum; (2) asbestos; (3) lead containing paint; or (4) defined as a 'hazardous substance' under Section 101 or Section 102 of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et sect, as amended ("CERCLA"), and any regulations applicable thereunder. To Jreck's knowledge, the real property at any time owned, leased or occupied by Jreck, including without limitation, the soil and groundwater on or under such real property, is free of any significant release of any Hazardous Material. No notification of release of Hazardous Material pursuant to CERCLA or the Federal Clean Water Act, or any state or local environmental law or regulatory requirement has been received by Jreck as to any of such real property.
Absence of Environmental Liabilities. The Company has, and to ------------------------------------ the Company's knowledge, all previous owners, lessees and occupants of real property leased
Absence of Environmental Liabilities. There have been no past unresolved, pending and to the best of the Company’s knowledge, after due enquiry, there are no threatened claims, complaints, notices or requests for information received by the Company or the Subsidiaries with respect to any alleged material violation of any law, statute, order, regulation, ordinance or decree; and no conditions exist at, on or under any property now or previously owned, operated or leased by the Company or the Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any adverse effect with respect to the Company or the Subsidiaries;
Absence of Environmental Liabilities. A new Section 2.18 containing representations and warranties concerning an absence of environmental liabilities of Upland and GS&C is hereby added which reads as follows:
Absence of Environmental Liabilities. At all times prior to the ------------------------------------ Closing Date, the Company and its Subsidiaries and, to the best of Seller's and Company's knowledge, all previous owners, lessees and occupants of the Real Property ("Prior Occupants") have complied with all applicable environmental laws, orders, regulations, rules and ordinances adopted, imposed or promulgated by any Governmental Body relating to the Real Property. Neither the Company, its Subsidiaries nor the Real Property is in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, worker safety, Hazardous Material (as defined below) or waste or toxic materials on, under or about any of the properties,
Absence of Environmental Liabilities. At all times prior to the Closing Date, the Company has been in material compliance with all applicable environmental laws and regulations relating to the conduct of its business. The Company’s operations are not in any material violation of any federal, state or local law or regulation relating to industrial hygiene, worker safety, or Hazardous Materials, including soil and waste water conditions. For the purposes of this Agreement, “ Hazardous Materials ” means any material or substance that is prohibited or regulated by any environmental law or that has been designated by any governmental authority to be radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment. The Company’s environmental licenses, permits, clearances, covenants and authorizations material to its operations are in full force and effect.
