Environmental Liability. Except as disclosed in Schedule 3.12 hereto: (a) The businesses of the Company and its Subsidiaries have been and are operated in material compliance with all Federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "Environmental Laws"). (b) Neither the Company nor any of its Subsidiaries has caused or allowed the generation, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance with all Environmental Laws. (c) Neither the Company nor any of its Subsidiaries has received any written notice or, to the knowledge of the Company, any other communication from any governmental authority alleging or concerning any material violation by the Company or any of its Subsidiaries of, or responsibility or liability of the Company or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation. (d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses. (e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.
Appears in 2 contracts
Sources: Merger Agreement (Psicor Inc), Merger Agreement (Baxter International Inc)
Environmental Liability. Except as disclosed set forth in the HCIA Disclosure Schedule 3.12 hereto:
and except for matters which, individually or in the aggregate, would not have or be reasonably likely to have a material adverse effect on HCIA or any of its subsidiaries, (ai) The businesses of the Company HCIA and its Subsidiaries have been and are operated each subsidiary is in material compliance with all Federalapplicable Environmental Laws (as defined below); (ii) all permits and other governmental authorizations currently held by HCIA and each subsidiary pursuant to the Environmental Laws are in full force and effect, state HCIA and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently subsidiary is in effect (together, "Environmental Laws").
(b) Neither the Company nor any of its Subsidiaries has caused or allowed the generation, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all Environmental Lawsof the terms of such permits and authorizations, and no generation, treatmentother permits or authorizations are required by HCIA or any subsidiary for the conduct of their respective businesses; and (iii) the management, handling, storage, releasetransportation, discharge or treatment, and disposal by HCIA and each subsidiary of any Hazardous Substances Materials (as defined below) has occurred at any property owned or operated by the Company except been in material compliance with all applicable Environmental Laws.
(c) . Neither the Company HCIA nor any of its Subsidiaries subsidiary has received any written notice communication that alleges that HCIA or any subsidiary is not in compliance in all material respects with all applicable Environmental Laws. Except as set forth in the HCIA Disclosure Schedule, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, private environmental investigations or remediation activities or governmental investigations of any nature pending or, to the best knowledge of the CompanyHCIA, any other communication from any governmental authority alleging or concerning any material violation by the Company threatened against HCIA or any of its Subsidiaries ofsubsidiaries seeking to impose, or responsibility or liability of that could reasonably be expected to result in the Company imposition, on HCIA or any of its Subsidiaries undersubsidiaries, of any liability or obligation arising under common law or under any local, state or federal environmental statute, regulation or ordinance, including, without limitation, the Comprehensive Environmental LawResponse Compensation and Liability Act of 1980, as amended. There are no pending, or to To the best knowledge of the CompanyHCIA, threatenedthere is no reasonable basis for any such proceeding, claimsclaim, suits, proceedings action or investigations with respect to the businesses governmental investigation that would impose any liability or operations of the Company obligation or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Lawsubsidiaries on HCIA. As used in this Agreement, nor does these terms shall have the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.following meanings:
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Hcia Inc), Merger Agreement (Hcia Inc)
Environmental Liability. Except for matters that individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, (A) the Company and each of its Subsidiaries are and have been in compliance with all applicable Environmental Laws and have obtained or applied for all Environmental Permits necessary for their operations as disclosed in Schedule 3.12 hereto:
currently conducted, (aB) The businesses there have been no Releases of any Hazardous Materials that could be reasonably likely to form the basis of any Environmental Claim against the Company or any of its Subsidiaries, (C) there are no Environmental Claims pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, (D) none of the Company and its Subsidiaries have been and are operated in material compliance is subject to any agreement, order, judgment, decree, letter, or memorandum by or with all Federal, state and local environmental protection, occupational, health and safety any Governmental Entity or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive third party imposing any liability or obligation under any Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect Law; (together, "Environmental Laws").
(bE) Neither none of the Company nor and its Subsidiaries has retained or assumed, either contractually or by operation of law, any liability or obligation that could reasonably be expected to have formed the basis of any Environmental Claim against the Company or any of its Subsidiaries has caused or allowed the generationSubsidiaries, treatment, storage, release or disposal (F) no portion of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned currently or formerly owned, leased, or operated by the Company except in material compliance with all Environmental Laws.
(c) Neither the Company nor any of its Subsidiaries has received any written notice or, to the knowledge of the Company, any other communication from any governmental authority alleging or concerning any material violation by the Company or any of its Subsidiaries ofis part of a site listed on the National Priorities List under CERCLA or any similar ranking or listing under any state law, or responsibility or liability of and (G) all Hazardous Materials generated by the Company or any and each of its Subsidiaries underhave been transported, any Environmental Law. There are no pendingstored, or to the knowledge of the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tankstreated, and the capacity and contents disposed of such tanksby carriers or treatment, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Companystorage, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) disposal facilities authorized or PCB-containing items are used or stored at any property owned or leased by the Companymaintaining valid Environmental Permits.
Appears in 2 contracts
Sources: Merger Agreement (Cal Dive International, Inc.), Merger Agreement (Horizon Offshore Inc)
Environmental Liability. Except as disclosed in Schedule 3.12 hereto:
for matters that would not reasonably be expected to have a Company Material Adverse Effect, (ai) The businesses of the Company and each of its Subsidiaries have been and are operated in material compliance with all Federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "applicable Environmental Laws").
, have been in compliance with all applicable Environmental Laws except for any such noncompliance that has been fully resolved, and have obtained or timely applied for or renewed all Environmental Permits necessary for their operations as currently conducted; (bii) Neither there have been no Releases of any Hazardous Materials that require investigation or remediation by the Company or any of its Subsidiaries pursuant to any Environmental Law; (iii) there are no Environmental Claims pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has caused retained or allowed assumed, either contractually or by operation of law, any liability or obligation that would reasonably be expected to have formed the generation, treatment, storage, release or disposal basis of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products any Environmental Claim against the Company or any substance regulated under any Environmental Law of its Subsidiaries; and ("Hazardous Substances"v) except in material compliance with all Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred there is not located at any property owned currently or formerly owned, operated by the Company except in material compliance with all Environmental Laws.
(c) Neither the Company nor any of its Subsidiaries has received any written notice or, to the knowledge of the Company, any other communication from any governmental authority alleging or concerning any material violation leased by the Company or any of its Subsidiaries ofany underground storage tanks, asbestos containing materials or assets or equipment containing polychlorinated biphenyls in excess of 50 parts per million. The Company and each of its Subsidiaries have delivered or otherwise made available for inspection to MergerCo true, complete and correct copies and results of any reports, studies, or responsibility analyses possessed or liability of initiated by the Company or any of its Subsidiaries underpertaining to Hazardous Materials in, on, beneath or adjacent to any Environmental Law. There are no pending, Material Facility or to the knowledge of regarding the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company ’s or any of its Subsidiaries alleging or concerning any material violation Subsidiaries’ compliance with applicable Environmental Laws at such Facilities, in each case that disclose matters would reasonably be expected to have a Company Material Adverse Effect. Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in this Section 3.16 and Section 3.19 shall be the sole and exclusive representations and warranties of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licensesenvironmental matters.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.
Appears in 2 contracts
Sources: Merger Agreement (Bandag Inc), Merger Agreement (Bandag Inc)
Environmental Liability. Except as disclosed has not had, and would not, individually or in Schedule 3.12 heretothe aggregate, reasonably be expected to have a Material Adverse Effect:
(ai) The businesses the Company and its Subsidiaries are, and for the last five (5) years have been, in compliance with all applicable Environmental Laws and all Permits required under applicable Environmental Laws;
(ii) To the Knowledge of the Company, the Company and its Subsidiaries have been and are operated in material compliance with obtained all FederalEnvironmental Permits required by applicable Governmental Entities for the operation of the Business as currently conducted;
(iii) There is no Action relating to Environmental Laws that is pending or, state and local environmental protectionto the Knowledge of the Company, occupational, health and safety threatened against the Company or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirementsany of its Subsidiaries, including without limitation with respect to the Federal Water Pollution Control ActLeased Real Property and the Business;
(iv) Neither the Company nor its Subsidiaries has caused any past or present contamination, Resource Conservation & Recovery Actor releasing, Clean Air Actspilling, Comprehensive leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing (collectively “Release”) of any Hazardous Materials, in each case, that has violated applicable Environmental ResponseLaw, Compensation and, to the Knowledge of the Company, there has been no Release of any Hazardous Materials on, at, under or from the any property currently or formerly leased or operated by the Company or its Subsidiaries and used by or for the Business;
(v) None of the Company or its Subsidiaries has assumed or provided by Contract any indemnity against any Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "of any other Person under any Environmental Laws").;
(bi) The Company has made available to Parent, prior to the date hereof, true, correct and complete copies of all material environmental site assessments, compliance audits, notices of violation, Orders, and other material environmental reports in its possession, custody or control that relate to the Leased Real Property;
(ii) Neither the Company nor any of its Subsidiaries is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, or judgment; and
(iii) No lien has caused or allowed been recorded or, to the generationKnowledge of the Company, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated threatened under any Environmental Law ("Hazardous Substances") except in material compliance with all Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance with all Environmental Laws.
(c) Neither the Company nor any of its Subsidiaries has received any written notice or, to the knowledge of the Company, any other communication from any governmental authority alleging or concerning any material violation by the Company or any of its Subsidiaries of, or responsibility or liability of the Company or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigationBusiness.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.
Appears in 1 contract
Sources: Merger Agreement (SharpSpring, Inc.)
Environmental Liability. Except as disclosed (i) There is no legal, administrative, or other proceeding, claim or action of any nature seeking to impose, or that would reasonably be expected to result in Schedule 3.12 hereto:
(a) The businesses of the imposition of, on the Company and its Subsidiaries or any Subsidiary, any liability relating to Environmental Laws or the presence or release of Hazardous Substances, pending against the Company or any Subsidiary, or, to the Company’s Knowledge, threatened in writing against the Company or any Subsidiary, the result of which would reasonably be expected to have been and are operated in material compliance with all Federala Material Adverse Effect on the Company and, state and local environmental protectionto the Company’s Knowledge, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "Environmental Laws").
(b) Neither neither the Company nor any of its Subsidiaries has caused Subsidiary is subject to any agreement, order, judgment or allowed decree by or with any Governmental Entity or third party imposing such liability.
(ii) The Company and the generationCompany Significant Subsidiaries, treatmentall real property owned or operated by them, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except are now and have been in material the past in continuous compliance with all Environmental Laws, and except for noncompliance that would not, in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company
(iii) There are no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any real property owned or operated by the Company except or the Company Significant Subsidiaries and there are no Hazardous Substances for which the Company or the Company Significant Subsidiaries may be liable, in material compliance with all locations and amounts that violate Environmental Laws or that exceed the applicable remediation standards and criteria established pursuant to Environmental Laws, except for Hazardous Substances that would not, in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company.
(civ) Neither the Company execution of this Agreement nor any of its Subsidiaries has received any written notice or, to the knowledge consummation of the Companytransactions contemplated hereby shall result in any requirement under Environmental Laws for any obligation to, any other communication from notice to or consent of, any governmental authority alleging or concerning any material violation by the Company or any of its Subsidiaries ofthird parties, or responsibility or liability of the Company or any of its Subsidiaries under, any Environmental Law. There are no pending, or related to the knowledge of the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal presence of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Companyreal properties.
Appears in 1 contract
Sources: Securities Purchase Agreement (Hanmi Financial Corp)
Environmental Liability. Except as disclosed in Schedule 3.12 hereto:
(a) The businesses of Except as has not had and would not, individually or in the Company aggregate, reasonably be expected to be material to Oxygen and its Subsidiaries, taken as a whole, (i) Oxygen and its Subsidiaries are in compliance with, and since January 1, 2011 have been and are operated in material compliance with complied with, all Federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "applicable Environmental Laws").
; (bii) Neither there are no Proceedings seeking to impose, or that could reasonably result in the Company imposition, on Oxygen or any of its Subsidiaries of any Liability or obligation arising under any Environmental Law, or to the Knowledge of Oxygen, pending or threatened against Oxygen; (iii) Oxygen is not subject to any agreement, order, judgment, decree, by or with any court, governmental authority, regulatory agency or third party imposing any Liability or obligation with respect to Environmental Laws; (iv) to the Knowledge of Oxygen, no Hazardous Substance is present at, on, in or under any property currently or formerly owned or leased by Oxygen or its Subsidiaries that could reasonably result in the imposition, on Oxygen or any of its Subsidiaries of any Liability or obligation arising under any applicable Environmental Law; and (v) neither Oxygen nor any of its Subsidiaries has caused assumed by contract, undertaken or allowed the generation, treatment, storage, release provided an indemnity with respect to or disposal otherwise become subject to any Liability of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under other Person specifically relating to any Environmental Law ("or concerning Hazardous Substances". STRICTLY CONFIDENTIAL EXECUTION
(b) except Oxygen has Made Available to Carbon copies of all environmental reports, studies and assessments prepared within the past five years that are in material the possession or under the reasonable control of Oxygen or its Subsidiaries pertaining to Releases or compliance with all with, or Liabilities under, Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance with all Environmental Laws.
(c) Neither the Company nor any of its Subsidiaries has received any written notice or, to the knowledge of the Company, any other communication from any governmental authority alleging or concerning any material violation by the Company or any of its Subsidiaries of, or responsibility or liability of the Company or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of the Company, threatened, claims, suits, proceedings or investigations each case with respect to Owned Real Property or real property leased pursuant to a Real Property Lease and that individually, or in the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any aggregate, would reasonably be expected to be material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company Oxygen and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licensestaken as a whole.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.
Appears in 1 contract
Sources: Merger Agreement (Cit Group Inc)
Environmental Liability. Except for such of the following as disclosed would not, individually or in Schedule 3.12 hereto:
the aggregate, reasonably be expected to have a Company Material Adverse Effect: (a) The businesses the operations of Company and each of its Subsidiaries and each of the Vessels are and since January 1, 2002, have been in compliance with all applicable Environmental Laws, (b) each of Company and its Subsidiaries have been possess and are operated in material compliance with all Federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently maintains in effect all environmental Permits required under Environmental Law with respect to the properties, assets (togetherincluding Vessels) and business of Company and its Subsidiaries, "(c) since January 1, 2002, there has been no Release of any Hazardous Materials in violation of any Environmental Laws").
Law resulting (bor that would reasonably be expected to result) Neither in liability to Company or any of its Subsidiaries at any of its current or former operations, from any of the Vessels owned, operated or managed by the Company, and neither Company nor any of its Subsidiaries has caused treated, stored, disposed of, arranged for or allowed permitted the generationdisposal of, treatment, storage, release or disposal transported or handled any Hazardous Materials in violation of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance with all Environmental Laws.
(cd) Neither the neither Company nor any of its Subsidiaries has received any written notice or, to the knowledge claims alleging liability under any Environmental Law. Except for such of the Companyfollowing, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are no legal, administrative or arbitral bodies seeking to impose, nor are there Actions of any other communication from any governmental authority alleging or concerning any material violation by nature reasonably likely to result in the imposition of, on Company or any of its Subsidiaries of, or responsibility or liability of the Company or any of its Subsidiaries underSubsidiaries, any Environmental Law. There are no pending, liability or obligation arising under common law relating to the knowledge of the Company, threatened, claims, suits, proceedings Environment or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does are there any such liabilities or obligations pending or, to the Knowledge of Company, threatened against Company or any of its Subsidiaries. Except as reflected in the Company Financial Statements and except, since January 1, 2002, as has not had or would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither Company nor any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws is subject to any Order by or with any Governmental Entity or third party imposing any liability or obligation with respect to the operation foregoing. To the Knowledge of Company, as of the businesses date of this Agreement, the Company Financial Statements contain an adequate reserve as determined in accordance with GAAP for Environmental liabilities and its Subsidiaries; there are no pending obligations. Company has made available to Parent all environmental compliance reports provided to Company's audit committee since January 1, 2004, relating to Company's or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvalsits Subsidiary's past or current properties, permits including Vessels, or operations. The only representations and licenses; the warranties of Company does not have knowledge of any fact or condition that could give rise in this Agreement relating to any action, proceeding environmental matters or investigation any other obligation or liability with respect to revoke or deny renewal of such approvals, permits or licenses.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company Materials are identified in Schedule 3.12, (iii) except as those set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Companythis Section 5.15.
Appears in 1 contract
Sources: Transaction Agreement (Omi Corp/M I)
Environmental Liability. Except as disclosed set forth in Schedule 3.12 heretoSection 3.31 of the Shareholder and Company Disclosure Letter and except as would not, individually or in the aggregate, have a Company Material Adverse Effect, to the Knowledge of the Shareholder and the Company:
(a) The businesses of neither the Company and its Subsidiaries have been and are operated nor any Company Subsidiary is in material compliance with all Federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive violation of any Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "Environmental Laws").Law;
(b) Neither the Company nor any of its and the Company Subsidiaries has caused or allowed the generation, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except have obtained and are in material compliance with all material permits, authorizations, licenses or similar approvals required under Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance with all Environmental Laws.;
(c) Neither there are no administrative, regulatory, or judicial actions or proceedings, suits, demands, claims, liens, notices of noncompliance or violation, investigations, requests for information, consent orders, consent judgments or consent agreements pending, or to the Knowledge of the Company nor or the Shareholder, threatened against the Company or any of its Subsidiaries has received any written notice or, Company Subsidiary relating to the knowledge of Environmental Laws or Hazardous Materials. Neither the Company, any other communication from Company Subsidiary nor the Shareholder have received any governmental authority written claim, demand or notice alleging or concerning any material violation by the Company or any of its Subsidiaries of, or responsibility or liability of the Company or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.;
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of neither the Company and its Subsidiaries; there are no pending nor any Company Subsidiary has any liability for response costs, corrective action costs, personal injury, property damage, natural resource damages or to the knowledge of the Companyany investigative or remedial obligations, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of associated with any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise Hazardous Materials pursuant to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, Environmental Law and the capacity and contents of such tanks, located on real property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure Company Subsidiary has not been listed or office space owned or leased proposed for listing on the National Priorities List established by the CompanyUnited States Environmental Protection Agency, and or any similar federal or state list;
(ive) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) Hazardous Material is present or PCB-containing items are used or stored at any time has been stored, treated, recycled, released, used, generated, handled, disposed of or discharged on, about, from or affecting any of the real property owned or leased by the Company or any Company Subsidiary except for Hazardous Materials that have been used, maintained and disposed of in compliance with all Environmental Laws; and
(f) the Company has delivered to the Parent true and complete copies of all engineering and environmental reports and studies, and all other reports, evaluations and assessments, if any, relating to any of the real property owned or leased by the Company or any Company Subsidiary and/or any matter referred to in this Section 3.31 in the control, possession, or custody of the Company, any of the Company Subsidiaries or the Shareholder.
Appears in 1 contract
Environmental Liability. Except as disclosed in Schedule 3.12 hereto:
(a) The businesses of Except for matters that would not reasonably be expected to have a Company Material Adverse Effect, (i) the Company and each of its Material Subsidiaries have been complied with and are operated in material compliance with all Federalapplicable Environmental Laws and have obtained, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently are in effect (together, "Environmental Laws").
(b) Neither the Company nor any of its Subsidiaries has caused or allowed the generation, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all Environmental LawsPermits required for their operations as currently conducted; provided that no representation is made hereunder with respect to compliance prior to November 1, and 2005 if such non-compliance is a Moyes-Specific Event; (ii) there are no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance with all Environmental Laws.
(c) Neither the Company nor any of its Subsidiaries has received any written notice investigations pending or, to the knowledge Knowledge of the Company, threatened, concerning Release of Hazardous Materials or compliance by the Company with any Environmental Law; and (iii) there are no Environmental Claims pending or, to the Knowledge of the Company, threatened against the Company or any of its Material Subsidiaries; (iv) there is no Cleanup planned or being conducted by the Company or any Material Subsidiary or to the Company’s Knowledge by any other communication from party on any governmental authority alleging property owned, leased or concerning any material violation operated by the Company or any of its Subsidiaries ofMaterial Subsidiaries; and (v) the Company has delivered or otherwise made available for inspection to Parent true, complete and correct copies and results of any material reports, studies, analyses, tests or responsibility monitoring possessed or liability of initiated by the Company which have been prepared since November 1, 2005 pertaining to Hazardous Materials in, on, beneath or adjacent to any property currently owned, operated or leased by the Company or any of its Subsidiaries under, any Environmental Law. There are no pendingMaterial Subsidiaries, or to the knowledge of regarding the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company ’s or any of its Subsidiaries alleging or concerning any material violation of or responsibility Material Subsidiaries’ compliance with applicable Environmental Laws.
(b) The representations and warranties contained in this Section 3.16 are the only representations and warranties being made with respect to compliance with or liability under any Environmental LawLaw or Environmental Permits, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending any Environmental Claim or to the knowledge of the Companyenvironmental, threatenedhealth or safety matter, actionsincluding natural resources, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses.
(e) Without related in any way limiting the generality of the foregoing, (i) to the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site this Agreement or off-site locations, (ii) all underground storage tanksits subject matter, and the capacity and contents of such tanks, located on property owned no other representation or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos warranty contained in this Agreement shall apply to any such matters and no other representation or forming part of any buildingwarranty, building componentexpress or implied, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Companyis being made with respect thereto.
Appears in 1 contract
Environmental Liability. Except as disclosed in the Company SEC Reports or in the Disclosure Schedule 3.12 heretoand except for those matters which would not reasonably be expected to have a Material Adverse Effect:
(a) A. The businesses Company, each of the Company Subsidiaries, and all of their respective properties, assets, and operations are in full compliance with all Environmental Laws. The Company is not aware of, nor has the Company received notice of, any past, present, or future conditions, events, activities, practices, or incidents which may interfere with or prevent the compliance or continued compliance of the Company and its the Company Subsidiaries with all Environmental Laws;
B. The Company and each of the Company Subsidiaries have been obtained all permits, licenses, and authorizations that are operated required under applicable Environmental Laws, and all such permits are in material good standing and the Company and the Company Subsidiaries are in compliance with all Federalof the terms and conditions of such permits;
C. No Hazardous Materials exist on, state and local environmental protectionabout, occupationalor within or have been used, health and safety generated, stored, transported, disposed of on, or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation Released from any of the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently properties or assets of the Company or any Company Subsidiary except in effect (together, "compliance with Environmental Laws").. The use which the Company and the Company Subsidiaries make and intend to make of their respective properties and assets will not result in the use, generation, storage, transportation, accumulation, disposal, or Release of any Hazardous Material on, in, or from any of their properties or assets except in compliance with Environmental Laws;
(b) D. Neither the Company nor any of its Subsidiaries has caused or allowed the generation, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance with all Environmental Laws.
(c) Neither the Company Subsidiaries nor any of its Subsidiaries has received their respective currently or previously owned or leased properties or operations is subject to any written notice outstanding or, to the knowledge of the Company, any other communication from any governmental authority alleging or concerning any material violation by the Company or any best of its Subsidiaries ofknowledge, threatened order from or agreement with any Governmental Entity or other person or entity or subject to any judicial or administrative proceeding with respect to (i) failure to comply with Environmental Laws, (ii) Remedial Action, or responsibility or liability of the Company or any of its Subsidiaries under, (iii) any Environmental Law. Liabilities arising from a Release or threatened Release;
E. There are no pending, conditions or to circumstances associated with the knowledge of the Company, threatened, claims, suits, proceedings currently or investigations with respect to the businesses previously owned or leased properties or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition Subsidiaries that could give rise reasonably be expected to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses.Environmental Liabilities;
(e) Without in F. Neither the Company nor any way limiting the generality of the foregoingCompany Subsidiaries is a treatment, (i) storage, or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. '6901 et seq., regulations thereunder or any comparable provision of state law. The Company and the Company does not store, dispose Subsidiaries are compliance with all applicable financial responsibility requirements of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by Environmental Laws;
G. Neither the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in nor any of the Company Subsidiaries has filed or forming part of failed to file any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at notice required under applicable Environmental Law reporting a Release; and
H. No Lien arising under any Environmental Law has attached to any property owned or leased by revenues of the CompanyCompany or the Company Subsidiaries.
Appears in 1 contract
Sources: Recapitalization Agreement (Darling International Inc)
Environmental Liability. Except as disclosed in Schedule 3.12 hereto:
(a) The businesses of Except as set forth on Schedule 3.19(a), Company Group is not in violation of, and the Company Group has not in the past violated, any applicable Environmental, Health and its Subsidiaries have been and are operated in material compliance with all Federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "Environmental Laws")Requirements.
(b) Neither Except as set forth on Schedule 3.19(b), to Seller’s Knowledge, there are no underground storage tanks, landfills, surface impoundments, or disposal areas located upon the Company nor any of its Subsidiaries Owned Real Property. Prior to the Closing, Seller has caused or allowed substantially all liquid contained in the generation, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except underground storage tanks located on the Owned Real Property to have been removed from such underground storage tanks and properly disposed on in material compliance with all Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance with all Environmental applicable Laws.
(c) Neither the Company nor any of its Subsidiaries has received any written notice orExcept as set forth on Schedule 3.19(c), to Seller’s Knowledge, the knowledge of the Company, Acquired Real Property (i) does not contain any other communication from any governmental authority alleging or concerning any material violation by the Company or any of its Subsidiaries of, or responsibility or liability of the Company or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability substances which will require remedial action under any Environmental LawEnvironmental, nor does the Company have Health and Safety Requirements, and (ii) is not contaminated with any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigationHazardous Substance.
(d) The Company and its Subsidiaries are in possession of all material approvalsExcept as set forth on Schedule 3.19(d), permits and licenses from all governmental authorities under all Environmental Laws with respect to Seller’s Knowledge, the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company Acquired Real Property does not have knowledge of contain any fact polychlorinated biphenyls (“PCBs”) or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licensesasbestos containing materials.
(e) Without in any way limiting With respect to the generality period from the date Company Group acquired fee simple title to the applicable parcel of the foregoingOwned Real Property to the Closing Date (i) Company Group has not caused or permitted Hazardous Substances to be brought on, kept, stored, used, generated, treated, disposed of or transported in, about or from such Owned Real Property (or the Leased Real Property) by Company Group in violation of any applicable Environmental Health and Safety Requirement, and (ii) Company Group has not caused or permitted a release of Hazardous Substances at such Owned Real Property. With respect to the period from the date Company Group acquired a leasehold interest in the applicable parcel of the Leased Real Property to the Closing Date, (i) the Company does Group has not storecaused or permitted Hazardous Substances to be brought on, dispose kept, stored, used, generated, treated, disposed of or arrange for the disposal transported in, about or from such Leased Real Property by Company Group in violation of any applicable Environmental Health and Safety Requirement, and (ii) Company Group has not caused or permitted a release of Hazardous Substances at on-site or off-site locations, such Leased Real Property.
(iif) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except Except as set forth in on Schedule 3.123.19(a), there is are no asbestos contained in Legal Proceedings, orders or forming part of citations involving Company Group, the Business the Owned Real Property or the Leased Real Property pending or, to Seller’s Knowledge, threatened, with respect to or involving any buildingEnvironmental, building component, structure or office space owned or leased by the Company, Health and Safety Requirements.
(ivg) except Except as set forth on Schedule 3.19(a), Company Group has not received any written notice regarding any actual or alleged violation of, or any Liability pursuant to, Environmental, Health and Safety Requirements, including any investigatory, remedial or corrective obligations.
(h) Company Group has made available to Buyer complete copies of all reports, studies, correspondence and documents that are in Schedule 3.12the possession or under the control of Company Group relating to the presence of Hazardous Substances at, no polychlorinated biphenyls (PCBs) on, under or PCB-containing items are used from the Owned Real Property and the Leased Real Property and/or Company Group’s compliance with or stored at any property owned or leased by the CompanyLiability pursuant to Environmental, Health and Safety Requirements.
Appears in 1 contract
Environmental Liability. Except as disclosed in Schedule 3.12 hereto:
(a) The businesses Tenant assumes the sole responsibility for the contamination of the Company Premises created during the Term and its Subsidiaries have been any renewals thereof by any contaminant (for the purposes of this lease, a “contaminant” means any solid, liquid, gas, odour, heat, sound, vibration or radiation that results directly or indirectly from human activities that may cause an adverse effect) and shall wholly indemnify the Landlord with respect thereto. The Tenant shall not bring onto the Premises any contaminant, provided that the Tenant may bring onto the Premises hazardous pharmaceutical ingredients or products necessary for the conduct of a pharmaceutical business, subject to the provisions of this Section relating to liability and indemnity. Any such hazardous materials will be properly contained and stored in accordance with all applicable environmental laws and regulations. The Tenant shall be similarly liable for, and shall indemnify the Landlord with respect to, any claims, actions or demands of any kind whatsoever, with respect to any pollutant or toxic substance on or in the Premises created or caused during the Term and any renewals thereof as a result of the activities of the Tenant or any other person, except for the Landlord or those for whom it is in law responsible. The Tenant shall bear sole responsibility for the cleanup and removal of any such contaminant, pollutant or toxic substance and shall be solely liable for any consequential damages claimed by anyone with respect thereto and shall wholly indemnify the Landlord with respect thereto. The liability of the Tenant shall extend, but shall not be limited to, any liability for damages or otherwise to owners, tenants or other occupants of properties adjacent to the Premises. The liability of the Tenant shall not be affected by or limited to contaminants, pollutants, or toxic substances within the knowledge or control of the Tenant and the Tenant’s liability shall extend to all contaminants, pollutants or toxic substances on or in the Premises created during the Term and any renewals thereof, no matter how caused. The Tenant: shall comply with all environmental laws and regulations affecting the Premises; shall promptly advise the Landlord in writing of any orders or claims issued by any governmental authority or agency with respect to the state or condition of the Premises and their compliance or noncompliance with environmental laws and regulations; shall present to the Landlord for the Landlord’s approval (not to be unreasonably withheld or delayed) any remedial plans which the Tenant elects or is required to initiate or perform with respect to causing the Premises to comply with all applicable environmental laws and regulations; shall promptly notify the Landlord in writing if any statutory or civil proceedings are operated commenced against the Tenant under any environmental law or regulation; shall permit the Landlord at any time on reasonable notice to the Tenant to enter the Premises to inspect same in material connection with compliance with all Federalenvironmental laws and regulations and to conduct such tests and procedures on the Premises as the Landlord may elect in connection with the existence of contaminants, state pollutants or toxic substances and local the compliance of the Premises with environmental protection, occupational, health laws and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions all such activities to be conducted so as to cause as little interference with Tenant’s business as possible in the circumstances; and legal requirementsshall clean up and, provided such removal is permitted in accordance with all applicable laws and regulations, remove any contaminants, pollutants or toxic substances caused during the Term or any renewal of the Term, prior to expiration of the Term or any renewal of the Term (including the removal of any storage tanks, bin, plumbing, machinery, equipment or other facilities affected by same) all to the satisfaction of any governmental agencies with jurisdiction over same and in accordance with all applicable laws and regulations. If the Tenant elects to maintain insurance with respect to claims arising out of breach of environmental laws and regulations or otherwise with respect to the existence of contaminants, pollutants or toxic substances on the Premises, the Landlord shall be shown as an additional named insured under the applicable policies of insurance. Such policies shall be endorsed so that the ability of the Landlord to recover thereunder shall be unaffected by any act, omission or negligence of the Tenant. The obligations of the Tenant, including its obligations to indemnify the Landlord, shall survive the expiration or termination of this lease and shall remain in full force and effect until fully complied with. If the Tenant refuses to comply with any of the foregoing obligations or, if the Tenant is not, in a timely and diligent fashion (given the existing circumstances), attempting to comply with any of the foregoing obligations, such failure shall constitute an event of default under this lease and shall entitle the Landlord to the same rights and remedies available with respect to any other default, including, without limitation the Federal Water Pollution Control Actright of terminating this lease and re-entering the Premises, Resource Conservation & Recovery Actall without releasing the Tenant from its obligations. If the Tenant fails to comply with the foregoing obligations, Clean Air Actthe Landlord may, Comprehensive Environmental Responseat its option, Compensation elect to comply with same at the cost and Liability Actexpense of the Tenant (including Landlord’s legal fees on a solicitor on his own client basis) and the Tenant shall pay all such costs and expenses, Emergency Planning together with the additional sum of 15% of such costs and Community Right expenses for Landlord’s overhead, to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "Environmental Laws")the Landlord forthwith on demand.
(b) Neither Notwithstanding Section 9.18, the Company nor Tenant shall not be responsible for any of its Subsidiaries has contamination which was caused or allowed the generation, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except Landlord, its agents, servants, employees or those for whom in material compliance with all Environmental Lawslaw the Landlord is responsible.
(c) Neither Notwithstanding this Section 9.18, the Company nor Tenant shall only be responsible for any of its Subsidiaries has received any written notice or, to contamination created during the knowledge of the Company, any other communication from any governmental authority alleging or concerning any material violation by the Company Term or any of its Subsidiaries ofrenewal or extension thereof, or responsibility or liability of and the Company or any of its Subsidiaries under, any Environmental Law. There are no pending, or to Landlord shall wholly indemnify the knowledge of the Company, threatened, claims, suits, proceedings or investigations Tenant with respect to any loss, damage, costs and actions arising from any contamination which may have occurred on the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect Premises prior to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licensesCommencement Date.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.
Appears in 1 contract
Sources: Lease Agreement (Patheon Inc)
Environmental Liability. Except as disclosed in the Company SEC Reports or in the Disclosure Schedule 3.12 heretoand except for those matters which would not reasonably be expected to have a Material Adverse Effect:
(a) A. The businesses Company, each of the Company Subsidiaries, and all of their respective properties, assets, and operations are in full compliance with all Environmental Laws. The Company is not aware of, nor has the Company received notice of, any past, present, or future conditions, events, activities, practices, or incidents which may interfere with or prevent the compliance or continued compliance of the Company and its the Company Subsidiaries with all Environmental Laws;
B. The Company and each of the Company Subsidiaries have been obtained all permits, licenses, and authorizations that are operated required under applicable Environmental Laws, and all such permits are in material good standing and the Company and the Company Subsidiaries are in compliance with all Federalof the terms and conditions of such permits;
C. No Hazardous Materials exist on, state and local environmental protectionabout, occupationalor within or have been used, health and safety generated, stored, transported, disposed of on, or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation Released from any of the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently properties or assets of the Company or any Company Subsidiary except in effect (together, "compliance with Environmental Laws").. The use which the Company and the Company Subsidiaries make and intend to make of their respective properties and assets will not result in the use, generation, storage, transportation, accumulation, disposal, or Release of any Hazardous Material on, in, or from any of their properties or assets except in compliance with Environmental Laws;
(b) D. Neither the Company nor any of its Subsidiaries has caused or allowed the generation, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance with all Environmental Laws.
(c) Neither the Company Subsidiaries nor any of its Subsidiaries has received their respective currently or previously owned or leased properties or operations is subject to any written notice outstanding or, to the knowledge of the Company, any other communication from any governmental authority alleging or concerning any material violation by the Company or any best of its Subsidiaries ofknowledge, threatened order from or agreement with any Governmental Entity or other person or entity or subject to any judicial or administrative proceeding with respect to (i) failure to comply with Environmental Laws, (ii) Remedial Action, or responsibility or liability of the Company or any of its Subsidiaries under, (iii) any Environmental Law. Liabilities arising from a Release or threatened Release;
E. There are no pending, conditions or to circumstances associated with the knowledge of the Company, threatened, claims, suits, proceedings currently or investigations with respect to the businesses previously owned or leased properties or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition Subsidiaries that could give rise reasonably be expected to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses.Environmental Liabilities;
(e) Without in F. Neither the Company nor any way limiting the generality of the foregoingCompany Subsidiaries is a treatment, storage, or disposal facility requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. (iS) 6901 et seq., regulations thereunder or any comparable provision of state law. The Company and the Company does not store, dispose Subsidiaries are compliance with all applicable financial responsibility requirements of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by Environmental Laws;
G. Neither the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in nor any of the Company Subsidiaries has filed or forming part of failed to file any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at notice required under applicable Environmental Law reporting a Release; and
H. No Lien arising under any Environmental Law has attached to any property owned or leased by revenues of the CompanyCompany or the Company Subsidiaries.
Appears in 1 contract
Environmental Liability. Except as disclosed set forth in Schedule 3.12 heretoSection 2.12 of the Company Disclosure Letter, to the knowledge of the Company:
(a) The businesses operations and real property of the Company and its Subsidiaries have been and are operated in material compliance with all Federalapplicable Laws, state and local environmental protection, occupational, health and safety or similar lawsstatutes, ordinances, restrictions, licensesregulations, rules, regulationsdecrees, permit conditions judgments, orders, consent orders, consent decrees and legal other binding requirements, including without limitation and the Federal Water Pollution Control Actcommon law, Resource Conservation & Recovery Actrelating to the regulation or protection of public health or the environment, Clean Air Actthe release or threatened release of Hazardous Substances, Comprehensive Environmental Responsenatural resources or natural resource damages, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect or occupational safety or health (together, "Environmental LawsENVIRONMENTAL LAW"), and no Environmental Law could reasonably be expected to interfere in any material respect with current or projected operations of Company or its Subsidiaries.
(b) Neither the No material condition or circumstance exists, and neither Company nor its Subsidiaries, nor any of its Subsidiaries their respective predecessors in interest, has caused or allowed taken any action in connection with the businesses, operations or assets of Company or its Subsidiaries, that could reasonably be expected to result in a material liability relating to (i) the past or current use, handling, generation, treatmenttransport, storage, disposal or treatment of any reportable quantities of any material, substance, waste, constituent, compound, pollutant, contaminant or chemical, or industrial, toxic or hazardous material or waste regulated under or subject to Environmental Law and including, without limitation, asbestos or asbestos-containing materials, polychlorinated biphenyls, and petroleum, oil or petroleum or oil products, derivatives, constituents or wastes (together, "HAZARDOUS SUBSTANCES") or (ii) the release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal threatened release of Hazardous Substances has occurred at on, at, under or emanating from any property owned or operated by the Company except in material compliance with all Environmental Lawslocation.
(c) Neither the Company nor any of its Subsidiaries has received any written notice or, to the knowledge of the Company, any other communication from any governmental authority Governmental Authority or third party alleging or concerning any material violation by the Company or any of its Subsidiaries of, or responsibility or liability of the Company or any of its Subsidiaries under, any Environmental LawLaw which could reasonably be expected to have a material liability. There are no pending, pending or to the knowledge of the Company, threatened, claims, suits, actions, proceedings or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental LawLaw that, nor does the Company have any knowledge of any fact or condition that if adversely determined, could give rise reasonably be expected to such result in a claim, suit, proceeding or investigationmaterial liability.
(d) The Company and its Subsidiaries are in possession of and in material compliance with all material approvals, permits permits, licenses, registrations and licenses from similar type authorizations from, all governmental authorities Governmental Authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses.
(e) Without in No employee of Company or any way limiting the generality of the foregoing, (i) the Company does not store, dispose of its Subsidiaries or arrange for the disposal of other person has been exposed to or come into contact with Hazardous Substances used, handled, generated, transported, disposed or otherwise released by Company or its Subsidiaries at property owned or operated by Company or its Subsidiaries, except as would not reasonably be expected to result in a material liability.
(f) The transaction contemplated under this Agreement will not trigger any requirements relating to disclosure or notification, or to investigation, remediation or other response action, under Environmental Law.
(g) Neither Company nor any of its Subsidiaries has or would reasonably be expected to have any contingent material liability in connection with the release of any Hazardous Substances (whether on-site or off-site locationssite).
(h) There is not on or in any property owned, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned operated or leased by Company or its Subsidiaries any of the Company are identified following that could reasonably be expected to result in Schedule 3.12a material liability: (A) any underground storage tanks or surface impoundments, containing Hazardous Substances; (iiiB) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCBasbestos-containing items materials; or (C) any polychlorinated biphenyls.
(i) Company has made available to Parent copies of all environmental investigations, studies, audits, tests, reviews and other analyses (together, "REPORTS"), including soil and groundwater analysis, conducted by or on behalf of, or that are used in the possession, custody or stored control of Company or any of its Subsidiaries, in relation to any site or facility owned, operated, leased or used, at any property owned time, by Company or leased by the Companyany of its Subsidiaries or any of their respective predecessors.
Appears in 1 contract
Sources: Merger Agreement (Packaged Ice Inc)
Environmental Liability. Except as disclosed in Schedule 3.12 hereto:
(a) The businesses Subject to all applicable terms and conditions of this Article VIII, Seller hereby agrees to indemnify Purchaser and its Affiliates (including the Railroads after the Closing) and their respective officers, directors, employees, stockholders, agents and Representatives against, and agrees to hold them harmless from, any Losses incurred as a result of: (i) any breach of any representation or warranty of Seller set forth in Section 3.14 of this Agreement, disregarding any qualification contained in any such representation or warranty based upon “Material Adverse Effect,” “materiality” or “Knowledge,”; (ii) any Environmental Liability to the extent arising from any condition existing or any act or omission occurring at or prior to the Closing Date; or (iii) any Superfund Site Liabilities, (the matters described in the foregoing clauses (i) and (ii) are referred to individually as a “Pre-Closing Environmental Liability” and collectively referred to as “Pre-Closing Environmental Liabilities”); provided, however, that Seller shall not have any obligation or liability for the Pre-Closing Environmental Liabilities unless and until the aggregate of all Pre-Closing Environmental Liabilities exceeds $50,000.00 on a cumulative basis (the “Environmental Deductible”); further provided, that Purchaser and its Affiliates will not be entitled to indemnification for any Environmental Liability to the extent, but only to the extent, that the negligence of the Company and Purchaser or its Subsidiaries Affiliates after the Closing Date increased the amount of such Environmental Liability (provided, however, that Purchaser shall not be considered to have been negligent for failing to perform in its due diligence environmental investigations upon any of the Real Estate prior to the Closing Date, or for complying with the terms of Section 8.3(g)(v)); and further provided, that Seller shall only be liable under this Section 8.3 for any amounts over the Environmental Deductible until such time (if ever) as the aggregate of all Pre-Closing Environmental Liabilities exceeds $10,000,000.00 on a cumulative basis (the “Cap”); at which ▇▇▇▇ ▇▇▇▇▇▇ shall not have any further obligation or liability for Pre-Closing Environmental Liabilities, and further provided, that the Environmental Deductible and the Cap shall not apply to the obligation of the Seller to provide indemnification with respect to the Superfund Site Liabilities. Seller’s obligations to indemnify Purchaser pursuant to this Section 8.3(a), and the Environmental Deductible and Cap, are operated separate from and in material compliance with all Federaladdition to any obligations of Seller to indemnify Purchaser, state and local environmental protectionthe Seller Deductible and limits of liability, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently set forth in effect (together, "Environmental Laws")Section 8.1.
(b) Neither Purchaser acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims relating to any Pre-Closing Environmental Liability shall be pursuant to the Company nor indemnification provisions set forth in this Section 8.3. In furtherance of the foregoing, Purchaser hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action it may have against Seller and its Subsidiaries has caused Affiliates and each of their respective officers, directors, employees, stockholders, agents and Representatives arising under or allowed the generation, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under based upon any Environmental Law and in connection with any Pre-Closing Environmental Liabilities, except pursuant to the indemnification provisions in this Section 8.3.
("Hazardous Substances"c) except Notwithstanding any other provision of this Agreement to the contrary, Seller shall have no liability pursuant to this Section 8.3 for any Pre-Closing Environmental Liabilities caused by or arising out of (i) the presence of creosote or creosote ties on the Real Property to the extent consistent with customary railroad practices and in material compliance with all applicable Environmental Laws, (ii) the presence of slag ballast on the Real Property to the extent consistent with customary railroad practices and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance with applicable Environmental Laws, (iii) leakage of lubricants, fuel and coolants from locomotives that are both not reportable under applicable Environmental Laws and are not in excess of twenty-five gallons, (iv) undamaged and non-leaking electrical equipment containing polychlorinated biphenyls in amounts not reportable under applicable Environmental Laws, or (v) the presence on the Real Property of rail, ties, ballast, rail anchors, spikes, bolts, angle bars, tie plates, switches and other track material of a type customarily used by railroads applying industry standard track construction practices in material compliance with applicable Environmental Laws.
(d) Notwithstanding any other provision of this Agreement to the contrary, Seller shall have no liability or indemnity obligations pursuant to this Section 8.3 for Pre-Closing Environmental Liabilities not made known to Seller by Purchaser in a written statement received by Seller within three (3) years of the Closing Date, provided, however, that the foregoing provisions will not apply to the obligation of Seller to provide indemnification with respect to the Superfund Site Liabilities, which will continue indefinitely. Such written statement shall be in reasonable detail, including information as to the nature and extent of the Pre-Closing Environmental Liability.
(e) With respect to any Environmental Liability for which, and any Pre-Closing Environmental Liability to the extent that, Purchaser has liability pursuant to this Article VIII and to the extent that such liability involves the implementation of a Remedial Action, Seller shall have the right to reasonably review and provide Purchaser with reasonable written comments in advance of (i) Purchaser’s (or any of its Affiliates’) selection of consultants and contractors designated to perform the Remedial Action, and (ii) the development of the scope of work for, and type of, the Remedial Action to be implemented. Purchaser shall review and reasonably consider Seller’s comments. To the extent reasonably feasible, Purchaser shall provide all plans, reports and submissions to any Governmental Entity regarding any such Remedial Action in draft form to Seller a reasonable time prior to transmission of such items to such Governmental Entity and Purchaser shall review and reasonably consider any of Seller’s comments on such plans, reports and submissions.
(f) With respect to the Pre-Closing Environmental Liabilities for which, or to the extent that, Seller has liability pursuant to this Section 8.3 and to the extent that such liability involves the implementation of a Remedial Action, Purchaser shall have the right to review and provide Seller with written comments in advance of (i) Seller’s selection of consultants and contractors designated to perform the Remedial Action, and (ii) the development of the scope of work for, and type of, the Remedial Action to be implemented. Seller shall review and reasonably consider Purchaser’s comments. To the extent reasonably feasible, Seller shall provide all plans, reports and submissions to any Governmental Entity regarding any such Remedial Action in draft form to Purchaser a reasonable time prior to transmission of such items to such Governmental Entity and Seller shall review and reasonably consider any of Purchaser’s comments on such plans, reports and submissions. Where Remedial Action is required, Seller may choose the option that is most financially feasible provided such option is acceptable to all relevant Governmental Entities and is otherwise in compliance with all Environmental Laws.
(cg) Neither To the Company nor extent only that Seller’s interests would in fact otherwise be materially prejudiced, Seller’s indemnification and cost-sharing obligations under this Section 8.3 are expressly conditioned upon: (i) Purchaser’s compliance in all material respects with the provisions of subsections (d)-(f) of this Section 8.3; (ii) Seller being kept reasonably informed, on a reasonably timely basis, of all substantive contacts between any of its Subsidiaries has received any written notice or, to the knowledge of the Company, any other communication from any governmental authority alleging Governmental Entity or concerning any material violation by the Company third party and Purchaser or any of its Subsidiaries ofAffiliates with respect to an indemnified matter; (iii) Seller being given the option to manage or, or responsibility or liability at its election, reasonably participate in all material discussions and material proceedings concerning the need for timing, method, extent and cost of an indemnified matter that is the subject of this Section 8.3; (iv) Seller being given the option to challenge, at its sole expense (including, without limitation, initiating legal proceedings), an indemnified matter that may be the subject of this Section 8.3 which Seller considers to be unlawful provided that so doing does not materially disrupt operations of the Company Railroads or subject the Railroads to material Losses; (v) the exercise of all commercially reasonable efforts by Purchaser and its Affiliates to keep the number and cost of any indemnified matters that may be the subject of this Section 8.3 as low as is commercially reasonably feasible, including, but not limited to, avoidance of any invasive environmental investigations intended to identify matters subject to this Section 8.3 (including soil or groundwater sampling) not required by Environmental Laws or other applicable Laws; and (vi) Purchaser’s (or any of its Subsidiaries under, applicable Affiliates’) agreement (which agreement shall not be unreasonably withheld) to impose restrictions in a deed limiting activities to industrial and/or non-residential uses only on any Environmental Law. There are no pending, or real estate subject to the knowledge of the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or clean-up requirements provided that so doing does not materially disrupt operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigationRailroads.
(dh) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect Notwithstanding anything else to the operation contrary in this Section 8.3, to the extent that any Excluded Liability includes any environmental matter or a matter that would be a Pre-Closing Environmental Liability, such matter shall be the subject of the businesses indemnification exclusively provided in this Section 8.3 and not also the subject of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licensesSection 8.1(a)(iii).
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.
Appears in 1 contract
Environmental Liability. Except as disclosed in Schedule 3.12 hereto:
(a) The businesses of the Company Onewire is, and its Subsidiaries since January 1, 2015, have been and are operated been, in material compliance with all Federal, state and local environmental protection, occupational, health and safety Environmental Laws applicable to its operations or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation use of the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "Environmental Laws").Real Property;
(b) Neither the Company nor Since January 1, 2015, Onewire has not generated, transported, treated, stored, or disposed of any of its Subsidiaries has caused or allowed the generationHazardous Material, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all applicable Environmental Laws, and there has been no generationRelease of any Hazardous Material by Onewire at or on the Real Property that requires reporting, treatmentinvestigation or remediation by Onewire pursuant to any Environmental Law, handlingand Onewire has not installed, storageused, releasegenerated, discharge treated, disposed of or arranged for the disposal of any Hazardous Substances has occurred at Material in any property owned or operated by the Company except in manner that would reasonably be expected to create any material compliance with all Liability under any Environmental Laws.Law;
(c) Neither To the Company nor Knowledge of Onewire, there is not present in, on or under any of its Subsidiaries has received the Real Property any written notice or, Hazardous Material in such form or quantity as to the knowledge of the Company, any other communication from any governmental authority alleging or concerning create any material violation by the Company or any of its Subsidiaries of, or responsibility or liability of the Company or any of its Subsidiaries under, Liability for Onewire under any Environmental Law. There are no pending, ;
(d) Onewire has obtained each Permit that it is or was required to the knowledge of the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability obtain under any Environmental Law, nor does and all of such Permits that are currently held by Onewire listed in Schedule 3.22. Onewire is, and since January 1, 2015 has been, in compliance with the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.
(d) The Company terms and its Subsidiaries are in possession conditions of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect Permits issued to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise them pursuant to any actionEnvironmental Law. To the Knowledge of Onewire, proceeding no incident, condition, change, effect or investigation circumstance has occurred or exists that would reasonably be expected to revoke prevent or deny renewal of interfere with such approvals, permits or licenses.compliance by Onewire in the future;
(e) Without in any way limiting the generality of the foregoing, Onewire has not (i) received notice under the Company does not store, dispose citizen suit provisions of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, any Environmental Law; (ii) all underground storage tanksreceived any written request for information, and the capacity and contents of such tanksnotice, located on property owned demand letter, administrative inquiry or leased by the Company are identified in Schedule 3.12, written complaint or claim under any Environmental Law; (iii) except as set forth in Schedule 3.12been subject to or threatened with any enforcement action by any Governmental Authority or citizen group with respect to any Environmental Law, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth received written notice of any Environmental Liability; and
(f) Onewire has delivered to Newco and Recruiter true, correct and complete copies of all reports, Permits, authorizations, disclosures and other documents relating to the status of any of the Real Property or otherwise relating to the Business with respect to any Environmental Law, including Phase I and Phase Il environmental site assessments related to any of the Real Property that are in Schedule 3.12, no polychlorinated biphenyls Onewire’s possession or control.
(PCBsg) or PCB-containing items are used or stored at any property owned or leased by For the Company.purposes of this Agreement:
Appears in 1 contract
Sources: Asset Purchase Agreement (Recruiter.com Group, Inc.)
Environmental Liability. Except as disclosed in Schedule 3.12 hereto:
(a) The businesses of the Company and its Subsidiaries have been and are operated in material compliance with all Federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "Environmental Laws").
(b) Neither the Company nor any of its Subsidiaries has caused or allowed the generationbeen since January 2, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except 2002 and currently is in material compliance with all Environmental Laws, including possessing and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance complying with all Environmental LawsPermits, except for such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. To the Company’s Knowledge, there are no conditions or circumstances that would limit or preclude it or its Subsidiaries from renewing such Environmental Permits.
(cb) There is no pending or, to the Knowledge of the Company, threatened investigation, action, claim, lawsuit, review or administrative proceeding against the Company or any of its Subsidiaries, under or pursuant to any Environmental Law (an “Environmental Claim”), that would reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written notice ornotice, notification, demand, citation, summons or order from any Person alleging that the Company or any of its Subsidiaries has been or is in violation of any Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved and would reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any request for information from any Person related to liability under or compliance with any applicable Environmental Law, except for such matters as would not, if they matured into a claim against the Company or any of its Subsidiaries, reasonably be expected to have a Company Material Adverse Effect.
(c) With respect to the real property that is currently owned, leased or operated by the Company or any of its Subsidiaries, there have been no contaminations, spills, discharges or releases (as such term is defined by CERCLA without regard to the exceptions therein) of Hazardous Substances on, underneath, or migrating to or from any of such real property that would reasonably be expected to have a Company Material Adverse Effect.
(d) With respect to real property that was formerly owned, leased or operated by the Company or any of its Subsidiaries, to the knowledge Knowledge of the Company, there were no contaminations, spills, discharges or releases (as such term is defined by the CERCLA without regard to the exceptions therein) of Hazardous Substances on, underneath, or migrating to or from any of such real property during or prior to the Company’s or any of its Subsidiaries’ ownership or operation of such real property that would reasonably be expected to result in a Company Material Adverse Effect.
(e) Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has entered into or agreed to, or is otherwise subject to, any judgment relating to any Environmental Law or to the investigation or remediation of Hazardous Substances.
(f) Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, there has been no treatment, storage or release of any Hazardous Substances that would reasonably be expected to form the basis of any Environmental Claim against the Company or any of its Subsidiaries or against any Person whose liabilities for such Environmental Claims the Company or any of its Subsidiaries has retained or assumed, either contractually or by operation of law.
(g) Except as disclosed in Section 2.15(g) of the Company Disclosure Schedules, there are no underground storage tanks at, on, under or about (i) any Real Property or (ii) to the Knowledge of the Company, any other communication from property operated by the Company or any governmental authority alleging of its Subsidiaries.
(h) Except for such matters that, individually or concerning in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, and except as described in Section 2.15(h) of the Company Disclosure Schedules, to the Knowledge of the Company, any asbestos-containing material violation that is at, under or about property owned, operated or leased by the Company or any of its Subsidiaries ofis non-friable or encapsulated and in good condition according to the generally accepted standards and practices governing such material, and its presence or responsibility current condition does not violate or otherwise require abatement or removal pursuant to any applicable Environmental Law. No matter listed on Section 2.15(h) of the Company Disclosure Schedules, individually or in the aggregate, could reasonably be expected to have or result in a Company Material Adverse Effect.
(i) The Company and its Subsidiaries have furnished or made available to Parent complete and correct copies of all material environmental site assessment reports, studies, and correspondence on environmental matters (in each instance relevant to the Company or its Subsidiaries) relating to their respective operations, assets, businesses or properties.
(j) Except as would not reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, there are no past or present conditions, events, circumstances, facts, activities, practices, incidents, actions, omissions or plans (A) that could reasonably be expected to interfere with or prevent continued compliance by the Company or any of its Subsidiaries with Environmental Laws or (B) that could reasonably be expected to give rise to any liability or other obligation of the Company or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigationLaws.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.
Appears in 1 contract
Environmental Liability. Except as disclosed (i) Each of M-CO and the M-CO Subsidiaries possesses and is in Schedule 3.12 hereto:
(a) The businesses of the Company and its Subsidiaries have been and are operated in material compliance with all FederalEnvironmental Permits necessary to conduct its businesses and operations as currently conducted.
(ii) Each of M-CO and the M-CO Subsidiaries is in compliance and have complied with all applicable Environmental Laws, state and local environmental protection, occupational, health and safety neither M-CO nor any M-CO Subsidiary has received any (A) communication from any Governmental Entity or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation other Person that alleges that M-CO or any M-CO Subsidiary has violated or is liable under any Environmental Law or (B) written request for material information pursuant to Section 104(e) of the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, U.S. Comprehensive Environmental Response, Compensation and Liability ActAct or similar state statute concerning the disposal of Hazardous Materials.
(iii) There are no Environmental Claims pending or, Emergency Planning to M-CO’s knowledge, threatened against M-CO or any of the M-CO Subsidiaries and Community Right neither M-CO nor any of the M-CO Subsidiaries has contractually retained or assumed any liabilities or obligations that would reasonably be expected to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently result in effect (together, "any Environmental Laws")Claim against M-CO or any of the M-CO Subsidiaries nor there is any circumstance involving M-CO or any of its Subsidiaries that would reasonably be expected to result in Environmental Claim.
(b) Neither the Company nor any of its Subsidiaries has caused or allowed the generation, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all Environmental Laws, and Releases. There have been no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance with all Environmental Laws.
(c) Neither the Company nor any of its Subsidiaries has received any written notice or, to the knowledge of the Company, any other communication from any governmental authority alleging or concerning any material violation by the Company or any of its Subsidiaries Releases of, or responsibility or liability of the Company or any of its Subsidiaries underexposure to, any Environmental Law. There are no pending, or Hazardous Materials that would reasonably be expected to the knowledge of the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under result in any Environmental Law, nor does the Company have any knowledge of any fact Claim or condition that could give rise to such a claim, suit, proceeding or investigationliability.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.
Appears in 1 contract
Sources: Merger Agreement (Macrocure Ltd.)
Environmental Liability. Except as disclosed in Schedule 3.12 hereto:
(a) The businesses of Except as has not had and would not, individually or in the Company aggregate, reasonably be expected to be material to Silicon and its Subsidiaries, taken as a whole, (i) Silicon and its Subsidiaries are in compliance with, and since December 20, 2010 have been and are operated in material compliance with complied with, all Federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "applicable Environmental Laws").
; (bii) Neither there are no Proceedings seeking to impose, or that could reasonably result in the Company imposition, on Silicon or any of its Subsidiaries of any Liability or obligation arising under any Environmental Law, or to the Knowledge of Silicon, pending or threatened against Silicon or any of its Subsidiaries; (iii) Silicon is not subject to any agreement, order, judgment, decree, by or with any court, governmental authority, regulatory agency or third party imposing any Liability or obligation with respect to Environmental Laws; (iv) to the Knowledge of Silicon, no Hazardous Substance is present at, on, in or under any property currently or formerly owned or leased by Silicon or its Subsidiaries that could reasonably result in the imposition, on Silicon or any of its Subsidiaries of any Liability or obligation arising under any applicable Environmental Law; and (v) neither Silicon nor any of its Subsidiaries has caused assumed by contract, undertaken or allowed the generation, treatment, storage, release provided an indemnity with respect to or disposal otherwise become subject to any Liability of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under other Person specifically relating to any Environmental Law ("or concerning Hazardous Substances".
(b) except Silicon has Made Available to Boron copies of all environmental reports, studies and assessments prepared within the past five (5) years that are in material the possession or under the reasonable control of Silicon or its Subsidiaries pertaining to Releases or compliance with all with, or Liabilities under, Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance with all Environmental Laws.
(c) Neither the Company nor any of its Subsidiaries has received any written notice or, to the knowledge of the Company, any other communication from any governmental authority alleging or concerning any material violation by the Company or any of its Subsidiaries of, or responsibility or liability of the Company or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of the Company, threatened, claims, suits, proceedings or investigations each case with respect to Owned Real Property or real property leased pursuant to a Real Property Lease and that individually, or in the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any aggregate, would reasonably be expected to be material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company Silicon and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licensestaken as a whole.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.
Appears in 1 contract
Sources: Merger Agreement (Banner Corp)
Environmental Liability. Except as disclosed would not, individually or in Schedule 3.12 heretothe aggregate, have a Seller Material Adverse Effect:
(a) The businesses of the Company Seller and its Subsidiaries are, and since January 1, 2008 have been and are operated been, in material compliance with all Federal, state Environmental Laws applicable to their operations and local environmental protection, occupational, health and safety use of the Owned Real Property or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "Environmental Laws").Leased Real Property;
(b) Neither the Company nor none of Seller or any of its Subsidiaries has caused generated, transported, treated, stored, or allowed the generationdisposed of any Hazardous Material, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all applicable Environmental Laws, and there has been no generationRelease or threat of Release of any Hazardous Material by any of Seller or its Subsidiaries at or on the Owned Real Property or the Leased Real Property that requires reporting, treatment, handling, storage, release, discharge investigation or disposal of Hazardous Substances has occurred at remediation by Seller or its Subsidiaries pursuant to any property owned or operated by the Company except in material compliance with all Environmental Laws.Law;
(c) Neither the Company nor none of Seller or any of its Subsidiaries has (i) received written notice under the citizen suit provisions of any Environmental Law; (ii) received any written notice request for information, notice, demand letter, administrative inquiry or written complaint or claim under any Environmental Law; (iii) been subject to or, to the Knowledge of Seller, threatened in writing with any governmental or citizen enforcement action with respect to any Environmental Law or (iv) received written notice of or otherwise has knowledge of any unsatisfied liability under any Environmental Law; and
(d) to the CompanyKnowledge of Seller, there are no underground storage tanks, landfills, current or former waste disposal areas or polychlorinated biphenyls at or on the Owned Real Property or the Leased Real Property that require reporting, investigation, cleanup, remediation or any other communication from any governmental authority alleging or concerning any material violation type of response action by the Company Seller or any of its Subsidiaries of, or responsibility or liability of the Company or any of its Subsidiaries under, pursuant to any Environmental Law. There are no pending, or to the knowledge of the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses.
(e) Without in any way limiting For the generality purposes of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.this Agreement:
Appears in 1 contract
Sources: Merger Agreement (Ansys Inc)
Environmental Liability. Except as disclosed set forth in Schedule 3.12 hereto:
(a) The businesses of the Reports filed and publicly available prior to the date hereof or in a letter from the Company and its Subsidiaries have been and are operated in material compliance with all Federalto the Purchaser dated the date hereof, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "Environmental Laws").
(bi) Neither the Company nor any of its Subsidiaries has caused or allowed the generation, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance with all Environmental Laws.
(c) Neither neither the Company nor any of its Subsidiaries has received any written notice of any occurrence or circumstance which would reasonably be expected to give rise to a material claim under or pursuant to any Environmental Laws or in connection with any Hazardous Material, with respect to the Properties or arising out of the conduct of the Company or its Subsidiaries; (ii) none of the Properties are included or, to the knowledge Company’s knowledge, proposed for inclusion on the National Priorities List issued pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, by the United States Environmental Protection Agency or, to the Company’s knowledge, proposed for inclusion on any similar list issued by any state Governmental Entity pursuant to any other communication from Environmental Law which identifies sites that would reasonably be expected to require remediation of Hazardous Material pursuant to any governmental authority alleging Environmental Law, (iii) no Environmental Lien has been imposed on the Properties by any Governmental Entity in connection with the presence on or concerning off such Property of any material violation by the Company or any of its Subsidiaries ofHazardous Material, or responsibility or liability (iv) none of the Company or any of its Subsidiaries underhas entered into or been subject to any consent decree, compliance order, administrative order or settlement agreement in connection with any Environmental Law. There are no pending, Laws or to the knowledge of the Company, threatened, claims, suits, proceedings or investigations in connection with any Hazardous Material with respect to the businesses Properties or any facilities or improvements or any operations or activities thereon, except for any consent decree, compliance order, administrative order or settlement agreement that does not have and could not reasonably be expected to have a material adverse effect on the value of any Property, the marketability of any Property or the ability to finance or refinance any Property, (v) the Company has not received written notification of any legal, administrative, arbitral or other proceedings, or investigations, pending or to the Company’s knowledge threatened, against the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental LawLaws or in connection with any Hazardous Materials, nor does and (vi) the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of compliance in all material approvals, permits and licenses from all governmental authorities under respects with all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licensesLaws.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.
Appears in 1 contract
Sources: Investment Agreement (Urstadt Biddle Properties Inc)
Environmental Liability. Except as disclosed in Schedule 3.12 hereto:
(a) The businesses of the Company TARGET and its Subsidiaries have been and are operated in compliance in all material respects (which compliance includes, but is not limited to, the possession of all permits and other governmental authorizations required under applicable Environmental Laws and compliance with the terms and conditions thereof obtain could reasonably be expected to (x) have a TARGET Material Adverse Effect, (y) materially impair ability of the TARGET to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement) with all FederalEnvironmental Laws and the Company has not received any notice of any alleged claim, state and local environmental protection, occupational, health and safety violation of or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive liability under any Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "Environmental Laws").Laws which has not heretofore been cured or for which there is any remaining liability;
(b) Neither the Company TARGET nor any of its Subsidiaries has caused or allowed the generation, treatment, storage, release or disposal have received notice of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all Claim filed or threatened against it, or against any person or entity whose liability for any Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by Claim the Company except in material compliance with all has retained or assumed either contractually or by operation of law and there are no past or present actions, activities, circumstances, conditions, events or incidents, that to the knowledge of TARGET could reasonably be expected to form the basis of any Environmental Laws.Claim against the Company, the business thereof, or against any person or entity whose liability for any Environmental Claim the Company has retained or assumed either contractually or by operation of law;
(c) Neither the Company TARGET nor any of its Subsidiaries has received have disposed of, emitted, discharged, handled, stored, transported, used or released any written notice orHazardous Materials, arranged for the disposal, discharge, storage or release of any Hazardous Materials, or exposed any employee or other individual to any Hazardous Materials or condition so as to give rise to any material liability or corrective or remedial obligation under any Environmental Laws; and
(d) To the knowledge of TARGET no Hazardous Materials are present in, on, or under any properties owned, leased or used at any time (including both land and improvements thereon) by TARGET or its Subsidiaries or for its business, and, to the knowledge of the CompanyTARGET, no reasonable likelihood exists that any other communication from Hazardous Materials will come to be present in, on, or under any governmental authority alleging properties owned, leased or concerning any material violation used (including both land and improvements thereon) by the Company or any of for its Subsidiaries ofbusiness, or responsibility or liability of the Company or any of its Subsidiaries under, any Environmental Law. There are no pending, or so as to the knowledge of the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding material liability or investigation to revoke corrective or deny renewal of such approvals, permits or licensesremedial obligation under any Environmental Laws.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.
Appears in 1 contract
Sources: Merger Agreement (Thermatrix Inc)
Environmental Liability. Except as disclosed in Schedule 3.12 hereto:
(a) The businesses of the Company and its Subsidiaries have been and are operated in material compliance with all Federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "Environmental Laws").
(b) Neither the Company nor any of its Subsidiaries has caused or allowed the generationbeen since January 2, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except 2002 and currently is in material compliance with all Environmental Laws, including possessing and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance complying with all Environmental LawsPermits, except for such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. To the Company's Knowledge, there are no conditions or circumstances that would limit or preclude it or its Subsidiaries from renewing such Environmental Permits.
(cb) There is no pending or, to the Knowledge of the Company, threatened investigation, action, claim, lawsuit, review or administrative proceeding against the Company or any of its Subsidiaries, under or pursuant to any Environmental Law (an "ENVIRONMENTAL CLAIM"), that would reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written notice ornotice, notification, demand, citation, summons or order from any Person alleging that the Company or any of its Subsidiaries has been or is in violation of any Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved and would reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any request for information from any Person related to liability under or compliance with any applicable Environmental Law, except for such matters as would not, if they matured into a claim against the Company or any of its Subsidiaries, reasonably be expected to have a Company Material Adverse Effect.
(c) With respect to the real property that is currently owned, leased or operated by the Company or any of its Subsidiaries, there have been no contaminations, spills, discharges or releases (as such term is defined by CERCLA without regard to the exceptions therein) of Hazardous Substances on, underneath, or migrating to or from any of such real property that would reasonably be expected to have a Company Material Adverse Effect.
(d) With respect to real property that was formerly owned, leased or operated by the Company or any of its Subsidiaries, to the knowledge Knowledge of the Company, there were no contaminations, spills, discharges or releases (as such term is defined by the CERCLA without regard to the exceptions therein) of Hazardous Substances on, underneath, or migrating to or from any of such real property during or prior to the Company's or any of its Subsidiaries' ownership or operation of such real property that would reasonably be expected to result in a Company Material Adverse Effect.
(e) Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has entered into or agreed to, or is otherwise subject to, any judgment relating to any Environmental Law or to the investigation or remediation of Hazardous Substances.
(f) Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, there has been no treatment, storage or release of any Hazardous Substances that would reasonably be expected to form the basis of any Environmental Claim against the Company or any of its Subsidiaries or against any Person whose liabilities for such Environmental Claims the Company or any of its Subsidiaries has retained or assumed, either contractually or by operation of law.
(g) Except as disclosed in Section 2.15(g) of the Company Disclosure Schedules, there are no underground storage tanks at, on, under or about (i) any Real Property or (ii) to the Knowledge of the Company, any other communication from property operated by the Company or any governmental authority alleging of its Subsidiaries.
(h) Except for such matters that, individually or concerning in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, and except as described in Section 2.15(h) of the Company Disclosure Schedules, to the Knowledge of the Company, any asbestos-containing material violation that is at, under or about property owned, operated or leased by the Company or any of its Subsidiaries ofis non-friable or encapsulated and in good condition according to the generally accepted standards and practices governing such material, and its presence or responsibility current condition does not violate or otherwise require abatement or removal pursuant to any applicable Environmental Law. No matter listed on Section 2.15(h) of the Company Disclosure Schedules, individually or in the aggregate, could reasonably be expected to have or result in a Company Material Adverse Effect.
(i) The Company and its Subsidiaries have furnished or made available to Parent complete and correct copies of all material environmental site assessment reports, studies, and correspondence on environmental matters (in each instance relevant to the Company or its Subsidiaries) relating to their respective operations, assets, businesses or properties.
(j) Except as would not reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, there are no past or present conditions, events, circumstances, facts, activities, practices, incidents, actions, omissions or plans (A) that could reasonably be expected to interfere with or prevent continued compliance by the Company or any of its Subsidiaries with Environmental Laws or (B) that could reasonably be expected to give rise to any liability or other obligation of the Company or any of its Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigationLaws.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.
Appears in 1 contract
Sources: Merger Agreement (Service Corporation International)
Environmental Liability. Except as disclosed in Schedule 3.12 hereto:
(aSection 3.02(z) The businesses of the Company and its Seller Disclosure Schedule: (1) neither the conduct or operation of Seller Bank or Seller Bank Subsidiaries have been and are nor any condition of any property presently or previously owned, leased or operated by any of them (including in a fiduciary or agency capacity), violates or, has violated in any material compliance with all Federal, state and local environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "respect any Environmental Laws").
; (b2) Neither the Company there has been no release of any Hazardous Substance by, or contamination on any property currently or formerly owned or operated by, Seller Bank or any of Seller Bank’s Subsidiaries in any manner that has given rise to any current or would reasonably be expected to give rise to any future remedial obligation, corrective action requirement or material Liabilities under applicable Environmental Laws; (3) neither Seller Bank nor any of its Subsidiaries has caused or allowed the generation, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all Environmental Laws, and no generation, treatment, handling, storage, release, discharge or disposal of Hazardous Substances has occurred at any property owned or operated by the Company except in material compliance with all Environmental Laws.
(c) Neither the Company nor any of its Seller Bank’s Subsidiaries has received any written notice orclaims, notices, demand letters or requests for information (except for such claims, notices, demand letters or requests for information the subject matter of which has been resolved prior to the knowledge date of this Agreement) from any Governmental Authority or any other Person asserting that Seller Bank or any of Seller Bank’s Subsidiaries are alleged to have any material Liabilities under any Environmental Law, including responsibility for the Companycleanup or other remediation of any pollutants, contaminants or hazardous or toxic wastes, substances or materials at, on, beneath or originating from any property they have owned, leased, operated or held as collateral or in a fiduciary capacity; (4) no Hazardous Substance has been disposed of, arranged to be disposed of, released or transported in violation of any applicable Environmental Law, or in a manner that has given rise to, or that would reasonably be expected to give rise to, any other communication material Liabilities under any Environmental Law, from any governmental authority alleging current or concerning former properties or facilities while owned or operated by Seller Bank or any material violation by the Company of Seller Bank’s Subsidiaries or as a result of any operations or activities of Seller Bank or any of its Subsidiaries ofat any location, and, to Seller’s Knowledge, Hazardous Substances are not otherwise present at or responsibility about any such properties or liability of the Company facilities in amount or condition that has resulted in or would reasonably be expected to result in Liabilities to Seller Bank or any of its Seller Bank’s Subsidiaries under, any Environmental Law. There are no pending, or to the knowledge of the Company, threatened, claims, suits, proceedings or investigations with respect to the businesses or operations of the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law; (5) neither Seller Bank, Seller Bank’s Subsidiaries nor does the Company have any knowledge of their respective properties or facilities are subject to, or are, to Seller’s Knowledge, threatened to become subject to, any fact or condition that could give rise Liabilities relating to such a claim, any suit, proceeding settlement, court order, administrative order, regulatory requirement, judgment, indemnity or investigation.
claim asserted or arising under any Environmental Law; and (d6) The Company and its Subsidiaries are in possession Seller Parent has made available to Purchaser Bank copies of all material approvalsenvironmental reports, permits studies, assessments, sampling data and licenses from all governmental authorities under all Environmental Laws other environmental information in its possession relating to Seller Bank or any of Seller Bank’s Subsidiaries or any of their current or former properties or operations. Notwithstanding anything in this Agreement to the contrary, the representations and warranties contained in this Section 3.02(z) are the only representations and warranties being made by the Seller Parent in this Agreement with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending compliance with or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licensesLiabilities under Environmental Laws.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.
Appears in 1 contract
Sources: Merger Agreement (Cit Group Inc)
Environmental Liability. Except as disclosed in Schedule 3.12 hereto:
(a) The businesses of Company has made available all material environmental, health and safety audits, investigations and sampling or similar reports with respect to the Company and its Subsidiaries have been and are operated in any material non-privileged documents related to any non-compliance with all Federalwith, state and local environmental protectionor liability under, occupational, health and safety or similar laws, ordinances, restrictions, licenses, rules, regulations, permit conditions and legal requirements, including without limitation the Federal Water Pollution Control Act, Resource Conservation & Recovery Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know, Occupational Safety and Health Act and Federal, state and local medical waste laws, each as amended and currently in effect (together, "Environmental Laws").
(b) Neither Laws of the Company nor any or its Subsidiaries that are in its possession or reasonable control relating to Environmental Laws or the Release of, or exposure to, Hazardous Substances. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) the Company and each of its Subsidiaries is, and has caused or allowed been since the generationMeasurement Date, treatment, storage, release or disposal of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or any substance regulated under any Environmental Law ("Hazardous Substances") except in material compliance with all Environmental Laws; (b) the Company and each of its Subsidiaries possesses and is, and has been since the Measurement Date, in compliance with all applicable Environmental Permits and all such Environmental Permits are valid and in good standing; (c) there are no generationEnvironmental Claims pending or, treatmentto the knowledge of the Company, handlingthreatened against the Company or any of its Subsidiaries or their respective properties or operations; (d) there has been no Release or threatened Release of any Hazardous Substance at, storageon, releaseunder, discharge to, in or disposal of Hazardous Substances has occurred at from any real property owned currently owned, leased or operated by the Company except in material compliance with all Environmental Laws.
(c) Neither the Company nor or any of its Subsidiaries has received any written notice Subsidiaries, or, to the knowledge of the Company, any other communication from real property formerly owned, leased or operated by, or any governmental authority alleging property or concerning facility to which any material violation Hazardous Substance has been transported for disposal, recycling or treatment by or on behalf of, the Company or any of its Subsidiaries of, or responsibility or liability of Subsidiaries; and (e) neither the Company or nor any of its Subsidiaries underhas (i) treated, any Environmental Law. There are no pendingstored, disposed of, arranged for or permitted the disposal of, transported, handled, Released or (ii) to the knowledge of the Company, threatenedexposed any Person to, claimsor designed, suitsmanufactured, proceedings sold, marketed, installed, repaired, or investigations with respect distributed products containing any Hazardous Substances, in the case of each of clauses (i) and (ii), in a manner or fashion that would reasonably be expected to the businesses result in an Environmental Claim or operations of Environmental Liability related to the Company or any of its Subsidiaries alleging or concerning any material violation of or responsibility or liability under any Environmental Law, nor does the Company have any knowledge of any fact or condition that could give rise to such a claim, suit, proceeding or investigation.
(d) The Company and its Subsidiaries are in possession of all material approvals, permits and licenses from all governmental authorities under all Environmental Laws with respect to the operation of the businesses of the Company and its Subsidiaries; there are no pending or to the knowledge of the Company, threatened, actions, proceedings or investigations seeking to revoke or deny renewal of any of such approvals, permits and licenses; the Company does not have knowledge of any fact or condition that could give rise to any action, proceeding or investigation to revoke or deny renewal of such approvals, permits or licenses.
(e) Without in any way limiting the generality of the foregoing, (i) the Company does not store, dispose of or arrange for the disposal of Hazardous Substances at on-site or off-site locations, (ii) all underground storage tanks, and the capacity and contents of such tanks, located on property owned or leased by the Company are identified in Schedule 3.12, (iii) except as set forth in Schedule 3.12, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company, and (iv) except as set forth in Schedule 3.12, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company.. Section 3.20
Appears in 1 contract
Sources: Merger Agreement (Vectrus, Inc.)