Common use of Environmental and Health and Safety Matters Clause in Contracts

Environmental and Health and Safety Matters. Except as disclosed on Schedule 7.17 attached hereto or in reports listed on Schedule 7.17 and delivered to Bank: (i) the operations of Borrower and each Subsidiary of Borrower comply with (A) all applicable Environmental Laws and (B) all applicable Occupational Safety and Health Laws; (ii) none of the operations of Borrower or any Subsidiary of Borrower are subject to any judicial, governmental, regulatory or administrative proceeding alleging the violation of any Environmental Law or Occupational Safety and Health Law; (iii) none of the operations of Borrower or any Subsidiary of Borrower is the subject of any Federal or state investigation evaluating whether any remedial action is needed to respond to (A) any spillage, disposal or release into the environment of any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance, or (B) any unsafe or unhealthful condition at any premises of Borrower or such Subsidiary of Borrower; (iv) neither Borrower nor any Subsidiary of Borrower has filed any notice under any Environmental Law or Occupational Safety and Health Law indicating or reporting (A) any past or present spillage, disposal or release into the environment of, or treatment, storage or disposal of, any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance or (B) any unsafe or unhealthful condition at any premises of Borrower or such Subsidiary of Borrower; and (v) neither Borrower nor any Subsidiary of Borrower has any known contingent liability in connection with (A) any spillage, disposal or release into the environment of, or otherwise with respect to, any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance or (B) any unsafe or unhealthful condition at any premises of Borrower or such Subsidiary of Borrower.

Environmental and Health and Safety Matters. Except as disclosed on Schedule 7.17 attached hereto or (a) As used in reports listed on Schedule 7.17 this Section 2.25(a) and delivered Section 11.1(b) all terms appearing in initial capitals shall have the meaning given them in Section 2.25(b) hereof. With respect to Bank: the Business and the Facilities, (i) the operations of Borrower Northern Services and each Subsidiary of Borrower TRON comply with (A) all applicable environmental, health and safety statutes, treaties, conventions, rules, ordinances, and regulations in all jurisdictions in which Northern Services and TRON conduct business, including without limitation all Environmental Laws applicable to the jurisdictions in which operations are conducted and (B) all applicable Occupational Safety and Health Lawssuch operations have not given rise to any Environmental Claims; (ii) none of the operations of Borrower Northern Services or any Subsidiary of Borrower TRON are subject to any judicial, governmental, regulatory judicial or administrative proceeding alleging the violation of any Environmental Law or Occupational Safety and Health Law; (iii) none of the operations of Borrower Northern Services or any Subsidiary of Borrower is TRON are the subject of any Federal federal or state investigation evaluating whether any remedial action Remedial Action is needed to respond to (A) a Release of any spillage, disposal Contaminant or release other substance into the environment of any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance, or (B) any unsafe or unhealthful condition at any premises of Borrower or such Subsidiary of Borrowerenvironment; (iv) neither Borrower Northern Services nor any Subsidiary of Borrower TRON has filed any notice under any Environmental Law applicable to the jurisdiction in which operations of Northern Services or Occupational Safety and Health Law TRON are conducted indicating or reporting (A) any past or present spillage, disposal or release into the environment of, or treatment, storage or disposal of, any Hazardous Material of a hazardous waste or any other hazardous, toxic or dangerous waste, substance or constituent reporting a Release of a Contaminant or other substance or (B) any unsafe or unhealthful condition at any premises of Borrower or such Subsidiary of Borrowerinto the environment; and (v) neither Borrower Northern Services nor any Subsidiary of Borrower TRON has any known Environmental Claims asserted against it by any Person or contingent liability in connection with any Release of any Contaminant or other substance into the environment, including without limitation any contingent liability for failure to report a Release; (vi) none of the operations of Northern Services or TRON involve the generation, transportation, treatment or disposal of hazardous waste, as defined under Environmental Laws, in violation of any Environmental Law applicable to the jurisdiction in which operations of Northern Services or TRON are conducted, including without limitation statutes, regulations and laws pertaining to permits and manifests; (vii) neither Northern Services nor TRON has disposed of any hazardous waste, Contaminant or substance or other material by placing it in or on the ground or waters of any premises owned, leased or used by Northern Services or TRON in violation of any Environmental Law applicable to the jurisdiction in which operations of Northern Services or TRON are conducted nor has any lessee or, to Seller’s knowledge, prior owner; (viii) no underground storage tanks or surface impoundments are, on any of the locations upon which the operations of Northern Services or TRON are conducted, in violation of any Environmental Law applicable to the jurisdiction in which operations of Northern Services or TRON are conducted; (ix) no Lien in favor of any governmental authority for (A) any spillage, disposal liability under Environmental Laws applicable to the jurisdiction in which operations of Northern Services or release into the environment of, or otherwise TRON with respect toto the Business are conducted, any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance or (B) damages arising from or costs incurred by such governmental authority in response to a release of a Contaminant or other substance into the environment has been filed or attached to any unsafe of the assets of Northern Services or unhealthful TRON or any of the locations upon which the operations of Northern Services or TRON with respect to the Business are conducted; and (x) to Seller’s knowledge, there has been no Release, the occurrence or existence of which has resulted or may reasonably be expected to result in a condition at that is an actual or alleged non-compliance, violation, breach or contravention of any premises Environmental Laws that has migrated onto, or is migrating toward, any of Borrower or such Subsidiary of Borrowerthe Assets.

Environmental and Health and Safety Matters. Except as disclosed on Schedule 7.17 attached hereto or (a) As used in reports listed on Schedule 7.17 this Section 2.25(a) and delivered Section 11.1(b) all terms appearing in initial capitals shall have the meaning given them in Section 2.25(b) hereof. With respect to Bank: the Business and the Facilities, (i) the operations of Borrower and each Subsidiary of Borrower PCKO comply with (A) all applicable environmental, health and safety statutes, treaties, conventions, rules, ordinances, and regulations in all jurisdictions in which PCKO conducts business, including without limitation all Environmental Laws applicable to the jurisdictions in which operations are conducted and (B) all applicable Occupational Safety and Health Lawssuch operations have not given rise to any Environmental Claims; (ii) none of the operations of Borrower or any Subsidiary of Borrower PCKO are subject to any judicial, governmental, regulatory judicial or administrative proceeding alleging the violation of any Environmental Law or Occupational Safety and Health Law; (iii) none of the operations of Borrower or any Subsidiary of Borrower is PCKO are the subject of any Federal federal or state investigation evaluating whether any remedial action Remedial Action is needed to respond to (A) a Release of any spillage, disposal Contaminant or release other substance into the environment of any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance, or (B) any unsafe or unhealthful condition at any premises of Borrower or such Subsidiary of Borrowerenvironment; (iv) neither Borrower nor any Subsidiary of Borrower PCKO has not filed any notice under any Environmental Law or Occupational Safety and Health Law applicable to the jurisdiction in which operations of PCKO are conducted indicating or reporting (A) any past or present spillage, disposal or release into the environment of, or treatment, storage or disposal of, any Hazardous Material of a hazardous waste or any other hazardous, toxic or dangerous waste, substance or constituent reporting a Release of a Contaminant or other substance or (B) any unsafe or unhealthful condition at any premises of Borrower or such Subsidiary of Borrowerinto the environment; and (v) neither Borrower nor PCKO has no Environmental Claims asserted against it by any Subsidiary of Borrower has any known Person or contingent liability in connection with any Release of any Contaminant or other substance into the environment, including without limitation any contingent liability for failure to report a Release; (vi) none of the operations of PCKO involve the generation, transportation, treatment or disposal of hazardous waste, as defined under Environmental Laws, in violation of any Environmental Law applicable to the jurisdiction in which operations of PCKO are conducted, including without limitation statutes, regulations and laws pertaining to permits and manifests; (vii) PCKO has not disposed of any hazardous waste, Contaminant or substance or other material by placing it in or on the ground or waters of any premises owned, leased or used by PCKO in violation of any Environmental Law applicable to the jurisdiction in which operations of PCKO are conducted nor has any lessee or, to Seller’s knowledge, prior owner; (viii) no underground storage tanks or surface impoundments are, on any of the locations upon which the operations of PCKO are conducted, in violation of any Environmental Law applicable to the jurisdiction in which operations of PCKO are conducted; (ix) no Lien in favor of any governmental authority for (A) any spillage, disposal or release into liability under Environmental Laws applicable to the environment of, or otherwise jurisdiction in which operations of PCKO with respect toto the Business are conducted, any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance or (B) damages arising from or costs incurred by such governmental authority in response to a release of a Contaminant or other substance into the environment has been filed or attached to any unsafe of the assets of PCKO or unhealthful any of the locations upon which the operations of PCKO with respect to the Business are conducted; and (x) to Seller’s knowledge, there has been no Release, the occurrence or existence of which has resulted or may reasonably be expected to result in a condition at that is an actual or alleged non-compliance, violation, breach or contravention of any premises Environmental Laws that has migrated onto, or is migrating toward, any of Borrower or such Subsidiary of Borrowerthe Assets.

Environmental and Health and Safety Matters. Except as disclosed on Schedule 7.17 attached hereto or (a) As used in reports listed on Schedule 7.17 this Section 2.25(a) and delivered Section 9.1(b) all terms appearing in initial capitals shall have the meaning given them in Section 2.25(b) hereof. With respect to Bank: the Business and the Facilities, (i) to the knowledge of Seller, the operations of Borrower and each Subsidiary of Borrower Seller comply with (A) all applicable environmental, health and safety statutes, treaties, conventions, rules, ordinances, and regulations in all jurisdictions in which Seller conducts business, including, without limitation, all Environmental Laws and (B) all applicable Occupational Safety and Health Lawsto the jurisdictions in which operations are conducted; (ii) none of the operations of Borrower or any Subsidiary of Borrower Seller are subject to any judicial, governmental, regulatory judicial or administrative proceeding alleging the violation of any Environmental Law or Occupational Safety and Health Law; (iii) none of the operations of Borrower or any Subsidiary of Borrower is Seller are the subject of any Federal federal or state investigation evaluating whether any remedial action Remedial Action is needed to respond to (A) a Release of any spillage, disposal Contaminant or release other substance into the environment of any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance, or (B) any unsafe or unhealthful condition at any premises of Borrower or such Subsidiary of Borrowerenvironment; (iv) neither Borrower nor any Subsidiary of Borrower Seller has not filed any notice under any Environmental Law or Occupational Safety and Health Law applicable to the jurisdiction in which operations of Seller are conducted indicating or reporting (A) any past or present spillage, disposal or release into the environment of, or treatment, storage or disposal of, any Hazardous Material of a hazardous waste or any other hazardous, toxic or dangerous waste, substance or constituent reporting a Release of a Contaminant or other substance or (B) any unsafe or unhealthful condition at any premises of Borrower or such Subsidiary of Borrowerinto the environment; and (v) neither Borrower nor any Subsidiary of Borrower Seller has any known no contingent liability in connection with any Release of any Contaminant or other substance into the environment, including, without limitation, any contingent liability for failure to report a Release; (vi) none of the operations of Seller involve the generation, transportation, treatment or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 (in effect as of the date of this Agreement) or any state equivalent thereof, in violation of any Environmental Law applicable to the jurisdiction in which operations of Seller are conducted, including, without limitation, statutes, regulations and laws pertaining to permits and manifests; (vii) Seller has not disposed of any hazardous waste or substance or other material by placing it in or on the ground or waters of any premises owned, leased or used by Seller in violation of any Environmental Law applicable to the jurisdiction in which operations of Seller are conducted nor has any lessee or prior owner; (viii) to the knowledge of Seller, no underground storage tanks or surface impoundments are, on any of the locations upon which the operations of Seller are conducted, in violation of any Environmental Law applicable to the jurisdiction in which operations of Seller are conducted; and (ix) no Lien in favor of any governmental authority for (A) any spillage, disposal or release into liability under Environmental Laws applicable to the environment of, or otherwise jurisdiction in which operations of Seller with respect toto the Business are conducted, any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance or (B) damages arising from or costs incurred by such governmental authority in response to a release of a Contaminant or other substance into the environment has been filed or attached to any unsafe or unhealthful condition at of the assets of Seller or, to the knowledge of Seller, any premises of Borrower or such Subsidiary the locations upon which the operations of BorrowerSeller with respect to the Business are conducted.

Environmental and Health and Safety Matters. Except as disclosed on Schedule 7.17 attached hereto or (a) As used in reports listed on Schedule 7.17 this Section 2.25(a) and delivered Section 11.1(b) all terms appearing in initial capitals shall have the meaning given them in Section 2.25(b) hereof. With respect to Bank: the Business and the Facilities, (i) the operations of Borrower each Seller and each Subsidiary of Borrower comply with (A) all applicable environmental, health and safety statutes, treaties, conventions, rules, ordinances, and regulations in all jurisdictions in which each Seller and Subsidiary conducts business, including without limitation all Environmental Laws applicable to the jurisdictions in which operations are conducted and (B) all applicable Occupational Safety and Health Lawssuch operations have not given rise to any Environmental Claims; (ii) none of the operations of Borrower any Seller or any Subsidiary of Borrower are subject to any judicial, governmental, regulatory judicial or administrative proceeding alleging the violation of any Environmental Law or Occupational Safety and Health Law; (iii) none of the operations of Borrower any Seller or any Subsidiary of Borrower is are the subject of any Federal federal or state investigation evaluating whether any remedial action Remedial Action is needed to respond to (A) a Release of any spillage, disposal Contaminant or release other substance into the environment of any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance, or (B) any unsafe or unhealthful condition at any premises of Borrower or such Subsidiary of Borrowerenvironment; (iv) neither Borrower nor any no Seller or Subsidiary of Borrower has filed any notice under any Environmental Law applicable to the jurisdiction in which operations of such Seller or Occupational Safety and Health Law Subsidiary are conducted indicating or reporting (A) any past or present spillage, disposal or release into the environment of, or treatment, storage or disposal of, any Hazardous Material of a hazardous waste or any other hazardous, toxic or dangerous waste, substance or constituent reporting a Release of a Contaminant or other substance or (B) any unsafe or unhealthful condition at any premises of Borrower or such Subsidiary of Borrowerinto the environment; and (v) neither Borrower nor any no Seller or Subsidiary of Borrower has any known Environmental Claims asserted against it by any Person or contingent liability in connection with any Release of any Contaminant or other substance into the environment, including without limitation any contingent liability for failure to report a Release; (vi) none of the operations of any Seller or Subsidiary involve the generation, transportation, treatment or disposal of hazardous waste, as defined under Environmental Laws, in violation of any Environmental Law applicable to the jurisdiction in which operations of any Seller or Subsidiary are conducted, including without limitation statutes, regulations and laws pertaining to permits and manifests; (vii) no Seller or Subsidiary has disposed of any hazardous waste, Contaminant or substance or other material by placing it in or on the ground or waters of any premises owned, leased or used by any Seller or Subsidiary in violation of any Environmental Law applicable to the jurisdiction in which operations of any Seller or Subsidiary are conducted nor has any lessee or, to any Sellers’ knowledge, prior owner; (viii) no underground storage tanks or surface impoundments are, on any of the locations upon which the operations of any Seller or Subsidiary are conducted, in violation of any Environmental Law applicable to the jurisdiction in which operations of any Seller or Subsidiary are conducted; (ix) no Lien in favor of any governmental authority for (A) any spillage, disposal liability under Environmental Laws applicable to the jurisdiction in which operations of any Seller or release into the environment of, or otherwise Subsidiary with respect toto the Business are conducted, any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance or (B) damages arising from or costs incurred by such governmental authority in response to a release of a Contaminant or other substance into the environment has been filed or attached to any unsafe of the assets of any Seller or unhealthful Subsidiary or any of the locations upon which the operations of any Seller or Subsidiary with respect to the Business are conducted; and (x) to any Seller’s knowledge, there has been no Release, the occurrence or existence of which has resulted or may reasonably be expected to result in a condition at that is an actual or alleged non-compliance, violation, breach or contravention of any premises Environmental Laws, originating from any property neighboring or adjoining the Leased Property or the Owned Real Property, that has migrated onto, or is migrating toward, any of Borrower or such Subsidiary of Borrowerthe Assets, including the Leased Property and the Owned Real Property.

Environmental and Health and Safety Matters. Except as disclosed on Schedule 7.17 attached hereto or set forth in reports listed on Schedule 7.17 and delivered to Bank: Section 3.15 of the Disclosure Schedule, (ia) the operations of Borrower and each Transferred Subsidiary of Borrower comply is and, since July 31, 2021 has been, in compliance in all material respects with (A) all applicable Environmental Laws or Occupational Health and Safety Laws, which compliance includes the possession by the Transferred Subsidiaries of all material Permits required under applicable Environmental Laws, and compliance in all material respects with the terms and conditions thereof, (b) no member of the Seller Group has received any written notice or other written communication or, to the Knowledge of Seller, any verbal notice or other verbal communication from any applicable Governmental Entity, citizens group, current or former Business Service Providers or otherwise, of any violation of or noncompliance with any applicable Environmental Law or Occupational Health and Safety Laws (including the lack of any license for the current use or operation of any property owned, operated or leased by the Transferred Subsidiaries), (c) to the Knowledge of Seller, no current or prior owner of any property leased or controlled by any Transferred Subsidiary has received any notice or other communication, whether from a Governmental Entity, citizens group, current or former Business Service Providers or otherwise, that alleges that such current or prior owner or any Transferred Subsidiary is not in compliance with any Environmental Law or Occupational Health and Safety Law, (d) there are no Proceedings concerning compliance with Environmental Law pending or threatened in writing or, to the Knowledge of Seller, verbally against Seller which is Related to the Business or against the Transferred Subsidiaries by any third party, including any Governmental Entity, and (Be) all no Transferred Subsidiary has disposed of or released any Hazardous Materials on or at the Real Property in violation in any material respect of any applicable Occupational Safety and Health Environmental Laws; (ii) none . To the Knowledge of Seller, no Hazardous Materials are stored or contained on or under any of the operations of Borrower Real Property, whether in storage tanks, landfills, pits, ponds, lagoons or otherwise, other than in compliance in all material respects with applicable Environmental Laws. No Transferred Subsidiary has entered into any Subsidiary of Borrower are subject Contract that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any judicial, governmental, regulatory or administrative proceeding alleging the violation other party with respect to Liabilities arising out of any Environmental Law or Occupational Health and Safety and Health Law; (iii) none . All Permits currently held by the Transferred Subsidiaries pursuant to Environmental Laws that are material to the Business are scheduled in Section 3.15 of the operations Disclosure Schedule. Seller has made available to Purchaser accurate and complete copies of Borrower all internal and external environmental audits and studies in its or any Subsidiary of Borrower is its affiliates’ possession or control, if any, relating to the subject of any Federal Business or state investigation evaluating whether any remedial action is needed its operations and all correspondence with Governmental Entities on substantial environmental matters relating to respond to (A) any spillage, disposal the Business or release into the environment of any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance, or (B) any unsafe or unhealthful condition at any premises of Borrower or such Subsidiary of Borrower; (iv) neither Borrower nor any Subsidiary of Borrower has filed any notice under any Environmental Law or Occupational Safety and Health Law indicating or reporting (A) any past or present spillage, disposal or release into the environment of, or treatment, storage or disposal of, any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance or (B) any unsafe or unhealthful condition at any premises of Borrower or such Subsidiary of Borrower; and (v) neither Borrower nor any Subsidiary of Borrower has any known contingent liability in connection with (A) any spillage, disposal or release into the environment of, or otherwise with respect to, any Hazardous Material or any other hazardous, toxic or dangerous waste, substance or constituent or other substance or (B) any unsafe or unhealthful condition at any premises of Borrower or such Subsidiary of Borrowerits operations.