Environmental Authorisations. (a) The Company has lawfully obtained all Environmental Authorisations and each such authorisation is in full force and effect and the Company has complied at all times with and can continue to comply in the future with all conditions of such authorisations. (b) No works or costs are or will be necessary to obtain or secure compliance with or maintain any existing Environmental Authorisations or their conditions or otherwise to comply with Environmental Laws. (c) The Company has received no communication in any form in respect of any Environmental Authorisation varying, modifying in any material respect, revoking, suspending or cancelling the same or indicating an intention or threatening so to do and there are no facts or circumstances which the Seller knows or ought reasonably to know which will result in any Environmental Authorisation being so varied, modified, revoked, suspended or which may prejudice their renewal. (d) The Seller or the Company has taken all necessary action in connection with the renewal or extension of all Environmental Authorisations. (e) The Company is not engaged in and, so far as the Seller is aware, there are no facts which make it likely or desirable that it should be engaged in any appeal in respect of any Environmental Authorisation or any conditions contained therein or any refusal of any Environmental Authorisation. (f) So far as the Seller is aware or ought to be aware, there is no reason (other than reasons relating to the Purchaser or its Affiliates) to believe that those Environmental Authorisations which have been applied for but which have not yet been granted or are pending will not be granted within a reasonable period of time and on terms which are acceptable in order for the Company to continue its current business operations. (g) So far as the Seller is aware or ought to be aware, the execution and/or performance of this agreement and all other documents which are to be executed at Completion will not result in any Environmental Authorisations being varied, modified, revoked, suspended, cancelled or not renewed, other than for reasons relating to the Purchaser or its Affiliates.
Appears in 2 contracts
Sources: Share Sale and Purchase Agreement (Nl Industries Inc), Share Sale and Purchase Agreement (Nl Industries Inc)
Environmental Authorisations. In relation to the Grimsby Business:
(a) The Company has Prior to the Transfer Time, the Seller had lawfully obtained all Environmental Authorisations and each such authorisation is at such time was in full force and effect and the Company has Seller had complied at all times with therewith and can the Company, having obtained all such Environmental Authorisations (on the same terms and subject to the same conditions as those held by the Seller), will be able to continue to comply in the future with all conditions of such authorisations.
(b) No works or costs are or will be necessary to obtain or secure compliance with or maintain any existing Environmental Authorisations or their conditions or otherwise to comply with Environmental Laws.
(c) The Company has received no communication in any form in respect of any Environmental Authorisation varying, modifying in any material respect, revoking, suspending or cancelling the same or indicating an intention or threatening so to do and so far as the Seller is aware there are no facts or circumstances which the Seller knows or ought reasonably to know which will may result in any Environmental Authorisation being so varied, modified, revoked, suspended or which may prejudice their renewal.
(d) The So far as the Seller is aware all appropriate or the Company has taken all necessary action in connection with the renewal or extension of all an Environmental AuthorisationsAuthorisation has been taken.
(e) The Company is not engaged in and, so far as the Seller is aware, there are no facts which make it likely or desirable that it should be engaged in any appeal in respect of any Environmental Authorisation or any conditions contained therein or any refusal of any Environmental Authorisation.
(f) So far as the Seller is aware or ought to be aware, there is no reason (other than reasons relating to the Purchaser or its Affiliates) to believe that those Environmental Authorisations which have been applied for but which have not yet been granted or are pending will not be granted within a reasonable period of time and on terms which are acceptable in order for the Company to continue its current business operations.
(g) So far as the Seller is aware or ought to be aware, the execution and/or performance of this agreement and all other documents which are to be executed at Completion will not result in any Environmental Authorisations being varied, modified, revoked, suspended, cancelled cancelled, or not renewed, other than for reasons relating to the Purchaser or its Affiliates.
Appears in 1 contract
Sources: Share Sale and Purchase Agreement (Nl Industries Inc)