Environmental Matters Defined Sample Clauses

The 'Environmental Matters Defined' clause establishes the specific meaning of environmental terms and issues as they are used within the agreement. It typically outlines what constitutes environmental laws, hazardous materials, contamination, and related regulatory requirements, ensuring that all parties have a shared understanding of these concepts. By clearly defining these terms, the clause helps prevent ambiguity and disputes regarding environmental responsibilities and compliance, thereby promoting clarity and reducing the risk of misunderstandings.
Environmental Matters Defined. As used in this Agreement, “Environmental Matters” means environmental remediation, worker protection, and any other measures, such as long-term planning, monitoring, inspection, and repair, required by the Consent Judgment, DEQ or any other regulatory agency charged with protection of human health and the environment.
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Related to Environmental Matters Defined

  • Environmental Matters (a) Except as set forth in Section 4.13(a) of the Disclosure Letter, to the best knowledge of the Company: (i) the Company and each of its Subsidiaries have been at all times and are in substantial compliance with all applicable Environmental Laws (as hereinafter defined); (ii) there are no past or present events, conditions, circumstances, activities, practices, incidents or actions (including proposed changes in any Company Permit) that are reasonably likely to substantially interfere with the continued operation of the business of the Company and of its Subsidiaries in the manner now conducted or to give rise to any liability under Environmental Laws that could reasonably be expected to have a Material Adverse Effect; (iii) no real property or facility currently or formerly owned, used, operated, leased, managed or controlled by the Company, each of its Subsidiaries or any predecessor in interest, is listed on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System ("CERCLIS"), both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), or on any comparable state or local list established pursuant to any Environmental Law; (iv) neither the Company, any of its Subsidiaries nor any predecessor in interest has received any written notification of potential or actual liability or request for information under CERCLA or any comparable foreign, state or local law; (v) there is no civil, criminal or administrative action, suit, demand, hearing, notice of violation or deficiency, investigation, proceeding, notice, demand letter, decree, judgment, complaint, agreement, claim or citation pending or threatened against the Company or any of its Subsidiaries under any Environmental Law, except where such liability or action, suit, demand, hearing, notice of violation or deficiency, investigation, proceeding, demand letter, decree, judgment, complaint, agreement, claim or citation would not, individually or in the aggregate, have a Material Adverse Effect and, also would not adversely affect the ability to continue to operate each facility in the manner in which it is currently operating; (vi) no Hazardous Material (as hereinafter defined) has been at any time or is on the date hereof treated, recycled, or disposed of at, in, on or under any facility or real property owned, operated, leased, managed or controlled by the Company or any of its Subsidiaries, except in compliance with applicable Environmental Laws, and none of the Company or any of its Subsidiaries currently require or previously required interim status or a hazardous waste permit for the treatment, storage or disposal of hazardous waste pursuant to the Resource Conservation and Recovery Act, as amended, or pursuant to any comparable foreign or state hazardous waste statute or regulation; and (vii) there has been no Release (as hereinafter defined) at, in, on or under any facility or real property owned, operated, leased, managed or controlled by the Company or any of its Subsidiaries that would, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) The Company has given Parent and Sub access to all records and files in its possession at both its corporate headquarters and its facilities currently owned, operated, leased, managed, used or controlled by the Company, or any of its Subsidiaries, including all reports, studies, analyses, tests or monitoring results, pertaining to the existence of Hazardous Material or any other environmental concerns relating to facilities or real property owned, operated, leased, managed, used or controlled by the Company or any of its Subsidiaries or concerning compliance with or liability under any Environmental Laws. (c) For purposes of this Section 4.13, the definition of the Company shall include all of the Company's former Subsidiaries. (d) All disclosures, notifications, registrations, and filings required to have been made under applicable Environmental Law with respect to the transactions contemplated by this Agreement have been timely made. (e) For purposes of this Agreement, "ENVIRONMENTAL LAW" means any law, statute, ordinance, code, rule, regulation, requirement, order, writ, injunction, decree, demand, judgment, ruling, decision, determination, award or binding agreement, issued or entered into by any Governmental Entity, relating to: (i) pollution, contamination, cleanup, preservation, protection or reclamation of the environment (including any ambient, workplace or indoor air, surface water, drinking water, groundwater, land surface, subsurface strata, river sediment, plant or animal life, natural resources, workplace and real property and the physical buildings, structures, improvement and fixtures thereon); (ii) worker health or safety, including the exposure of employees and other persons to any Hazardous Material; (iii) any Release or threatened Release, including investigation, study, assessment, testing, monitoring, containment, removal, remediation, cleanup and abatement of such Release or threatened Release; and (iv) the management of any Hazardous Material, including the manufacture, generation, formulation, processing, labeling, distribution, introduction into commerce, registration, use, treatment, handling, storage, disposal, transportation, re-use, recycling or reclamation of any Hazardous Material.

  • Litigation and Environmental Matters (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. (b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. (c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.