Common use of Environmental Matters Clause in Contracts

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Appears in 10 contracts

Samples: Credit Agreement (Open Lending Corp), Incremental Assumption and Amendment (Rackspace Technology, Inc.), Incremental Assumption Agreement (Rackspace Technology, Inc.)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: ( i a) no written notice, request for information, order, complaint or penalty each Loan Party and each of its Restricted Subsidiaries and their respective operations and properties is in compliance with all applicable Environmental Laws; (b) each Loan Party and each of its Restricted Subsidiaries has been received by obtained and maintained all Environmental Permits required to conduct their operations; (c) none of the Borrower Loan Parties or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings their respective Restricted Subsidiaries is subject to any pending or, to the knowledge of the Borrower ’s knowledge , threatened which allege a violation Environmental Claim in writing or Environmental Liability; (d) none of or liability under any Environmental Laws, in each case relating to the Borrower Loan Parties or any of its Subsidiaries their respective Restricted Subsidiaries or predecessors has treated, (ii) each of the Borrower and its Subsidiaries has all environmental permits stored, licenses and other approvals necessary transported or Released Hazardous Materials at or from any currently or formerly owned, leased or operated real estate or facility except for its operations to comply with all Environmental Laws (“Environmental Permits”) and is such actions that were in compliance with the terms of such Environmental Permits Law; and with all other Environmental Laws, ( iii e) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower knowledge of any Loan Party or any of its Subsidiaries that would Restricted Subsidiary, there are no occurrences, facts, circumstances or conditions which could reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any an Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Claim.

Appears in 10 contracts

Samples: First Lien Credit Agreement (McAfee Corp.), Second Lien Credit Agreement (McAfee Corp.), First Lien Credit Agreement (McAfee Corp.)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Appears in 9 contracts

Samples: Incremental Assumption and Amendment (ADT Inc.), Incremental Assumption and Amendment (ADT Inc.), Amendment Agreement (ADT Inc.)

Environmental Matters. Except The Borrower and each of its Restricted Subsidiaries is in compliance with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws, except to the extent that the aggregate effect of all noncompliances could not reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of the Borrower and its Restricted Subsidiaries, threatened in writing Environmental Claims, including any such claims (regardless of materiality) for liabilities under CERCLA relating to the disposal of Hazardous Materials, against the Borrower or any of its Restricted Subsidiaries or any real property, including leaseholds, owned or operated by the Borrower or any of its Restricted Subsidiaries, except such claims as to matters that would could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect : (i) . Except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, there are no written notice facts, request for information circumstances, order conditions or occurrences on any real property, complaint including leaseholds, owned or penalty has been received operated by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or Restricted Subsidiaries that, to the Borrower’s knowledge knowledge of the Borrower and its Restricted Subsidiaries, threatened which allege a violation could reasonably be expected (i) to form the basis of or liability under any an Environmental Laws, in each case relating to Claim against the Borrower or any of its Subsidiaries Restricted Subsidiaries or any such real property, or (ii) each of to cause any such real property to be subject to any restrictions on the Borrower and its Subsidiaries has all environmental permits ownership, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms occupancy, use or transferability of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any real property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Restricted Subsidiaries that would reasonably be expected to give rise to under any cost applicable Environmental Law. To the knowledge of the Borrower, liability Hazardous Materials have not been Released on or obligation of from any real property, including leaseholds, owned or operated by the Borrower or any of its Restricted Subsidiaries under any Environmental Laws where such Release, individually, or Environmental Permits when combined with other Releases, and no Hazardous Material has been generated in the aggregate, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would may reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in have a Material Adverse Effect ), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 8 contracts

Samples: Amended and Restated Loan Agreement (Vantiv, Inc.), Amendment and Restatement Agreement (Vantiv, Inc.), Amended and Restated Loan Agreement (Vantiv, Inc.)

Environmental Matters. Except as a) The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to matters the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have have a Material Adverse Effect. All licenses, individually permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any Environmental Laws, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect : (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there . There are no judicial, administrative or other actions, suits or proceedings Environmental Claims pending or, to the best knowledge of the Borrower ’s knowledge , threatened which allege a violation of wherein an unfavorable decision, ruling or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that finding would reasonably be expected to give rise have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any cost, liability or obligation Real Property of the Borrower or any of its Subsidiaries under or (ii) released on any such Real Property, in each case where such occurrence or event is not in compliance with Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or is reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in have a Material Adverse Effect ), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 8 contracts

Samples: Credit Agreement (Allen Telecom Inc), Revolving Credit Agreement (Om Group Inc), Credit Agreement (Ferro Corp)

Environmental Matters. Except as to matters that would could not be reasonably be expected to have to, individually or in the aggregate, have a Material Adverse Effect: (i) no written notice, request for information, order, complaint Hazardous Substances are known to be (or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, should be known to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii be) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located present at, on or under any property currently or of the Real Property Inventory, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would other real property owned by a Loan Party, in each case, under circumstances which could reasonably be expected to give rise to liability under any cost, liability or obligation applicable Environmental Law; (ii) none of the Borrower Loan Parties has received any notice or claim to the effect that any of the Real Property Inventory or any of its Subsidiaries their respective operations are not in compliance with any applicable Environmental Laws or are the subject of any investigation concerning the release or threatened release of any Hazardous Substance; (iii) each of the Loan Parties is, and within the period of all applicable statutes of limitation has been, in compliance with all applicable Environmental Laws, and none of the Loan Parties is aware of any reasonably anticipated future events or circumstances that could be expected to prevent continued compliance with Environmental Law; (iv) none of the Loan Parties has entered into any consent decree, order, or settlement or other agreement, nor is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum, relating to compliance with or liability under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, Law; and (v) there none of the Loan Parties has been no material written environmental assessment assumed or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect) retained, by contract or on behalf operation of the Borrower law, any liabilities under any Environmental Law or with respect to any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Hazardous Substances.

Appears in 7 contracts

Samples: M/I Homes, Inc., First Amendment (M I Homes Inc), M/I Homes, Inc.

Environmental Matters. Except as The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to matters the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have have a Material Adverse Effect. All licenses, individually permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any Real Property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect : (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there . There are no judicial, administrative or other actions, suits or proceedings Environmental Claims pending or, to the best knowledge of the Borrower ’s knowledge , threatened which allege wherein an unfavorable decision, ruling or finding would reasonably be expected to have a violation of Material Adverse Effect. There are no facts, circumstances, conditions or liability under occurrences on any Environmental Laws, in each case relating to the Borrower Real Property now or at any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly time owned, leased or operated or leased by the Borrower or any of its Subsidiaries or on any Property adjacent to any such Real Property, that would are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected expected: (i) to give rise to form the basis of an Environmental Claim against the Borrower or any cost, liability of its Subsidiaries or obligation any Real Property of the Borrower or any of its Subsidiaries Subsidiaries; or (ii) to cause such Real Property to be subject to any restrictions on the ownership, occupancy, use or transferability of such Real Property under any Environmental Laws Law, except in each such case, such Environmental Claims or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of restrictions that individually or controlled, transported or Released at any location in a manner that the aggregate would not reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in have a Material Adverse Effect ), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 7 contracts

Samples: Term Loan Agreement (DPL Inc), Credit Agreement (DPL Inc), Credit Agreement (Dayton Power & Light Co)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or disclosed in the aggregate HUBCO Disclosure Schedule, a Material Adverse Effect: (i) no neither HUBCO nor any of its Subsidiaries has received any written notice, request citation, claim, assessment, proposed assessment or demand for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower abatement alleging that HUBCO or any of its Subsidiaries (either directly or as a successor-in-interest in connection with the enforcement of remedies to realize the value of properties serving as collateral for outstanding loans) is responsible for the correction or cleanup of any condition resulting from the violation of any law, ordinance or other governmental regulation regarding environmental matters which correction or cleanup would be material to the business, operations, assets or financial condition of HUBCO and its Subsidiaries taken as a whole. Except as disclosed in the HUBCO Disclosure Schedule, HUBCO has no knowledge that would reasonably be expected to give rise to any cost toxic or hazardous substances or materials have been emitted, liability generated, disposed of or obligation of the Borrower stored on any property currently owned or leased by HUBCO or any of its Subsidiaries under subsidiaries in any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost violates or, liability or obligation after the lapse of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or time is reasonably likely liability to violate, any presently existing federal, state or obligation local law or regulation governing or pertaining to such substances and materials, the violation of any other person arising under which would have a material adverse effect on the business, operations, assets or relating to Environmental Laws financial condition of HUBCO and its Subsidiaries, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in taken as a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date whole.

Appears in 6 contracts

Samples: Collective Bargaining Agreement (Hubco Inc), Deferred Compensation Agreement (Hubco Inc), Hubco Inc

Environmental Matters. Except as disclosed on part 7 of Exhibit 6A, (a) Borrower and its consolidated subsidiaries have not received any notice to matters the effect, or have any knowledge, that would the Property or its operations are not reasonably be expected in compliance with any of the requirements of applicable federal, state and local environmental, health and safety statutes and regulations (“Environmental Laws”) or are the subject of any federal or state investigation evaluating whether any remedial action is needed to have respond to a release of any toxic or hazardous waste or substance into the environment, individually which noncompliance or remedial action could have a material adverse effect on the business, operations, Property, assets or conditions (financial or otherwise) of Borrower and its consolidated subsidiaries; (b) there have been no releases of hazardous materials at, on or under the Property that, singly or in the aggregate aggregate could have a material adverse effect on the business, a Material Adverse Effect: operations, Property, assets or conditions ( i financial or otherwise) no written notice, request for information, order, complaint or penalty has been received by the of Borrower or any of and its Subsidiaries, and consolidated subsidiaries; (c) there are no judicial underground storage tanks, administrative active or abandoned, including without limitation petroleum storage tanks, on or under the Property that, singly or in the aggregate could have a material adverse effect on the business, operations, Property, assets or conditions (financial or otherwise) of Borrower and its consolidated subsidiaries; (d) Borrower and its consolidated subsidiaries have not directly transported or directly arranged for the transportation of any hazardous material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA or on any similar state list or which is the subject of federal, state or local enforcement actions or other actions investigations which may lead to material claims against Borrower and its consolidated subsidiaries for any remedial work, suits damage to natural resources or proceedings pending or personal injury, including without limitation, claims under CERCLA; and (e) no conditions exist at, on or under the Property which, with the giving of notice, would rise to the Borrower’s knowledge, threatened which allege a violation of or any material liability under any Environmental Laws , in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 6 contracts

Samples: Amended and Restated Loan Agreement (Andersons Inc), Amended and Restated Loan Agreement (Andersons, Inc.), Amended and Restated Loan Agreement (Andersons Inc)

Environmental Matters. Except as to set forth on Schedule 3.15 or for matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint complaint, Environmental Claim or penalty has been received or incurred by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge knowledge of any of the Loan Parties, threatened against the Borrower or any of its Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case case, relating to the Borrower or any of its Subsidiaries, (ii) each of neither the Borrower and nor any of its Subsidiaries has all environmental permits is conducting, licenses and other approvals necessary funding or responsible for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms any investigation, remediation, remedial action or cleanup of such Environmental Permits and with all other Environmental Laws any Release or threatened Release of Hazardous Materials, (iii) there has been no Release or threatened Release of Hazardous Material is located at, on or under Materials at any property currently or, to the Borrower’s knowledge knowledge of any of the Loan Parties, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Claim against the Borrower or any of its Subsidiaries, and no Hazardous Material (iv) neither the Borrower nor any of its Subsidiaries has been generated entered into any agreement or contract to assume, used, treated, stored, handled, disposed of guarantee or controlled, transported or Released at indemnify a third party for any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation Environmental Claims. Representations and warranties of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there with respect to environmental matters are no agreements limited to those in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date this Section 3.15.

Appears in 6 contracts

Samples: Amended and Restated Credit Agreement (Crestwood Equity Partners LP), Credit Agreement (Crestwood Midstream Partners LP), Second Amended and Restated Credit Agreement (Crestwood Equity Partners LP)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18)-month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Appears in 6 contracts

Samples: First Lien Credit Agreement (AP Gaming Holdco, Inc.), Incremental Assumption and Amendment (PlayAGS, Inc.), Incremental Assumption Agreement (AP Gaming Holdco, Inc.)

Environmental Matters. Except as to for such matters that would not reasonably be expected to have not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower Company and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is since the Applicable Date been in compliance with the terms of such Environmental Permits and with all other applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; ( iii ii) no Hazardous Material is located the environmental conditions at, on or under any property resulting from operations at, the properties currently or, to the Borrower’s knowledge, formerly owned, leased or operated or leased by the Borrower Company or any of its Subsidiaries that would reasonably be expected (including soils, groundwater and surface water), and to give rise to any cost, liability or obligation the Knowledge of the Borrower Company, any properties formerly owned, leased or operated, are not contaminated with any of its Subsidiaries under any Environmental Laws Hazardous Substances that has or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a Material Adverse Effect) written notice, by alleging that it is liable for the release or on behalf threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Borrower Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or Company nor any of the its Subsidiaries that is subject to, or has not been made available assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to the Administrative Agent prior to the Closing Date any Environmental Law.

Appears in 6 contracts

Samples: Amended and Restated Agreement (Walt Disney Co/), Amended and Restated Agreement (Fox Corp), Agreement and Plan of Merger (Walt Disney Co/)

Environmental Matters. Except To the best of the Borrower’s knowledge after reasonable investigation: Each of the Borrower and its Subsidiaries has obtained all material environmental, health and safety permits, licenses and other authorizations required under all Environmental Laws to carry on its business as now being or as proposed to matters that would not reasonably be expected conducted except for such permits, licenses and other authorizations the failure to have obtain, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect : (i) . Each of such permits, licenses and authorizations is in full force and effect and the Borrower and its Subsidiaries is in material compliance with the terms and conditions thereof, and is also in material compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Law or in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder except for such failure to comply, individually or in the aggregate, as could not reasonably be expected to result in a Material Adverse Effect. In addition, no written notice , notification, demand, request for information, order citations, summons or order has been issued, no complaint or has been filed, no penalty has been received assessed and no investigation or review is pending or threatened by any governmental or other entity with respect to any alleged failure by the Borrower or any of its Subsidiaries Subsidiaries to have any environmental, and there are no judicial health or safety permit, administrative license or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability authorization required under any Environmental Laws, Law in each case relating to connection with the conduct of the business of the Borrower or any of its Subsidiaries Subsidiaries or with respect to any generation, (ii) each treatment, storage, recycling, transportation, discharge or disposal, or any release of any Hazardous Substance generated or handled by the Borrower or any of its Subsidiaries except for such matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by or that are in the possession of the Borrower and or any of its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations in relation to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on any site or under any property currently or, to the Borrower’s knowledge, formerly facility now or previously owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has have not been made available to the Administrative Agent prior to and the Closing Date Banks except for such matters that, and (v) there has been no material written environmental assessment individually or audit conducted (other than customary assessments in the aggregate, could not revealing anything that would reasonably be expected to result in a Material Adverse Effect ), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 6 contracts

Samples: Credit Agreement (Alliance Data Systems Corp), Credit Agreement (Alliance Data Systems Corp), Term Loan Agreement (Alliance Data Systems Corp)

Environmental Matters. (i) Except as otherwise set forth on Part I of Schedule 4.01(q) hereto, the operations and properties of each Loan Party and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past material non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing material obligations or costs, and, to matters the knowledge of each Loan Party and its Subsidiaries, no circumstances exist that would could be reasonably likely to (A) form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties that could have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law.(ii) Except as otherwise set forth on Part II of Schedule 4.01(q) hereto, none of the properties currently or formerly owned or operated by any Loan Party or any of its Subsidiaries is listed or, to the knowledge of each Loan Party and its Subsidiaries, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such listed property; there are no underground or above ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries except for any non-friable asbestos-containing material that is being managed pursuant to, and in compliance with, an operations and maintenance plan and that does not currently require removal, remediation, abatement or encapsulation under Environmental Law; and, to the knowledge of each Loan Party and its Subsidiaries, Hazardous Materials have not been released, discharged or disposed of in any material amount or in violation of any Environmental Law or Environmental Permit on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to the knowledge of each Loan Party and its Subsidiaries, during the period of their ownership or operation thereof, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries.(iii) Except as otherwise set forth on Part III of Schedule 4.01(q) hereto, neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect : (i) no written notice ; and, request for information, order, complaint with respect to any property formerly owned or penalty has been received operated by the Borrower any Loan Party or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been Materials generated, used, treated, stored, handled, disposed stored or transported by or, to the knowledge of or controlled each Loan Party and its Subsidiaries, transported or Released at on behalf of any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Loan Party or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements have been disposed of in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has a manner that could not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect ), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 5 contracts

Samples: Amended and Restated Credit Agreement (Summit Hotel Properties, Inc.), Credit Agreement (Summit Hotel Properties, Inc.), Credit Agreement (Summit Hotel Properties, Inc.)

Environmental Matters. Except as to matters that would not reasonably be expected to have could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: ( i a) no written notice each Loan Party and each of its Subsidiaries is in compliance with all applicable Environmental Laws, request for information, order, complaint or penalty and any past noncompliance has been received by fully resolved without any pending, on-going or future obligation or cost; (b) each Loan Party and each of its Subsidiaries has obtained and maintained in full force and effect all Governmental Authorizations required pursuant to Environmental Laws for the Borrower operation of their respective business; (c) there are and, to each Loan Party’s knowledge, are, and have been, no conditions, occurrences, violations of Environmental Law, or presence or Releases of Hazardous Materials which could reasonably be expected to form the basis of an Environmental Claim against any Loan Party or any of its Subsidiaries or related to any Real Estate Assets; (d) there are no pending Environmental Claims against any Loan Party or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or Loan Party nor any of its Subsidiaries has expressly assumed received any written notification of any alleged violation of, or undertaken liability pursuant to, Environmental Law or responsibility for the Release or threatened Release of, or exposure to, any known or reasonably likely liability or obligation Hazardous Materials; and (e) no Lien imposed pursuant to any Environmental Law has attached to any Collateral and, to the knowledge of any other person arising under or relating to Environmental Laws Loan Party, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything conditions exist that would reasonably be expected to result in the imposition of such a Material Adverse Effect), by or Lien on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Collateral.

Appears in 5 contracts

Samples: Second Lien Credit and Guaranty Agreement (RadNet, Inc.), Credit and Guaranty Agreement (RadNet, Inc.), Credit and Guaranty Agreement (RadNet, Inc.)

Environmental Matters. Except as disclosed in a written schedule attached to matters that would not reasonably be expected this Agreement (if no schedule is attached, there are no exceptions), there exists no uncorrected violation by the Borrower of any federal, state or local laws (including statutes, regulations, ordinances or other governmental restrictions and requirements) relating to have the discharge of air pollutants, individually water pollutants or process waste water or otherwise relating to the environment or Hazardous Substances as hereinafter defined, whether such laws currently exist or are enacted in the aggregate future (collectively "ENVIRONMENTAL LAWS"). The term "HAZARDOUS SUBSTANCES" will mean any hazardous or toxic wastes, chemicals or other substances, the generation, possession or existence of which is prohibited or governed by any Environmental Laws. The Borrower is not subject to any judgment, decree, order or citation, or a Material Adverse Effect: party to (or threatened with) any litigation or administrative proceeding, which asserts that the Borrower (i) no written notice has violated any Environmental Laws; (ii) is required to clean up, request remove or take remedial or other action with respect to any Hazardous Substances (collectively "REMEDIAL ACTION"); or (iii) is required to pay all or a portion of the cost of any Remedial Action, as a potentially responsible party. Except as disclosed on the Borrower's environmental questionnaire provided to the Bank, there are not now, nor to the Borrower's knowledge after reasonable investigation have there ever been, any Hazardous Substances (or tanks or other facilities for information the storage of Hazardous Substances) stored, order deposited, complaint recycled or penalty has been received disposed of on, under or at any real estate owned or occupied by the Borrower during the periods that the Borrower owned or any of occupied such real estate, which if present on the real estate or in soils or ground water, could require Remedial Action. To the Borrower's knowledge, there are no proposed or pending changes in Environmental Laws which would adversely affect the Borrower or its Subsidiaries business, and there are no judicial, administrative conditions existing currently or likely to exist while the Loan Documents are in effect which would subject the Borrower to Remedial Action or other actions, suits or proceedings pending or, liability. The Borrower currently complies with and will continue to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to timely comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other applicable Environmental Laws ; and will provide the Bank, (iii) no Hazardous Material is located at immediately upon receipt, on copies of any correspondence, notice, complaint, order or under other document from any property currently or, to the Borrower’s knowledge, formerly owned, operated source asserting or leased alleging any circumstance or condition which requires or may require a financial contribution by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability Remedial Action or obligation other response by or on the part of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, or which in any such case has not been made available to the Administrative Agent prior to the Closing Date seeks damages or civil, and (v) there has been no material written environmental assessment criminal or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of punitive penalties from the Borrower or any for an alleged violation of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Environmental Laws.

Appears in 5 contracts

Samples: Amended and Restated Revolving Credit and Term Loan Agreement (United Community Bancshares Inc), Collateral Pledge Agreement (Nautilus Group Inc), Term Loan Agreement (Third Wave Technologies Inc /Wi)

Environmental Matters. Except as disclosed on Schedule 3.16 and except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or or threatened, to the Borrower’s knowledge, threatened which that allege a violation of or liability under any applicable Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has obtained and maintained all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii ) there has been no material written environmental assessment or audit conducted since January 1, 2005, by the Borrower or any of the Subsidiaries of any property currently owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, on or under any property currently or, to the knowledge of the Borrower ’s knowledge , formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any applicable Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used owned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits Laws, and ( iv v) there are no written agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility, and such assumption or undertaking of responsibility has not expired or otherwise terminated, for any known or reasonably likely liability or obligation of any other person arising under or relating to applicable Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date date hereof.

Appears in 5 contracts

Samples: Credit Agreement (Affinion Group, Inc.), Amendment to Credit Agreement (Affinion Group Holdings, Inc.), Amended and Restated Credit Agreement (Affinion Group, Inc.)

Environmental Matters. Except as to set forth on Schedule 3.15 or for matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint complaint, Environmental Claim or penalty has been received or incurred by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge knowledge of any of the Loan Parties, threatened against the Borrower or any of its Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and each of its Subsidiaries has have obtained, and maintains in full force and effect, all environmental permits, registrations and licenses and other approvals to the extent necessary for the conduct of its businesses and operations as currently conducted, including for the construction of all pipelines and facilities, to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and has been, in compliance with the terms and conditions of such Environmental Permits permits, registrations and licenses, and with all other applicable Environmental Laws, (iii) neither the Borrower nor any of its Subsidiaries is conducting, funding or responsible for any investigation, remediation, remedial action or cleanup of any Release or threatened Release of Hazardous Materials, (iv) there has been no Release or threatened Release of Hazardous Material is located at, on or under Materials at any property currently or, to the Borrower’s knowledge knowledge of any of the Loan Parties, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Claim against the Borrower or any of its Subsidiaries, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by the Borrower or any of or controlled, its Subsidiaries and transported for disposal to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Claim against the Borrower or any of its Subsidiaries, ( iv v) neither the Borrower nor any of its Subsidiaries has entered into any agreement or contract to assume, guarantee or indemnify a third party for any Environmental Claims, and (vi) to the knowledge of any of the Loan Parties, there are no agreements in which not currently and there have not been any underground storage tanks owned or operated by the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known present or reasonably likely liability located on the Borrower’s or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been Subsidiary’s Real Property. The Borrower and each of its Subsidiaries have made available to the Administrative Agent prior to the Closing Date date hereof all environmental audits, assessment reports and (v) there has been no other material written environmental assessment documents in its possession or audit conducted ( control with respect to the operations of, or any Real Property owned, operated or leased by, the Borrower and its Subsidiaries, other than customary assessments such audits, assessment reports and other environmental documents not revealing anything containing information that would reasonably be expected to result in any material Environmental Claims or liability to the Borrower and its Subsidiaries, taken as a Material Adverse Effect whole. For purposes of Section 7.01(a), each of the representations and warranties contained in parts (i), (iv), and (vi) of this Section 3.15 that are qualified by or on behalf the knowledge of the Borrower and its Subsidiaries shall be deemed not to be so qualified. Representations and warranties of the Borrower or any of the its Subsidiaries of any property currently or, with respect to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available environmental matters are limited to the Administrative Agent prior to the Closing Date those in this Section 3.15 unless expressly stated.

Appears in 5 contracts

Samples: Credit Agreement (Crestwood Midstream Partners LP), Credit Agreement (Crestwood Midstream Partners LP), Credit Agreement (Crestwood Midstream Partners LP)

Environmental Matters. Except as to matters that set forth on Schedule 8.10 or as would not reasonably be expected to have not, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect ) : (i) each of Borrower and its Restricted Subsidiaries and each of their businesses, operations and Real Property is in material compliance with, and each has no liability under, any Environmental Law; (ii) each of Borrower and its Restricted Subsidiaries has obtained all Permits material to, and required for, the conduct of their businesses and operations, and the ownership, operation and use of their assets, all as currently conducted, under any Environmental Law; (iii) there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by or on behalf of the Borrower or any of the its Restricted Subsidiaries that would reasonably be expected to result in liability to Borrower or any of its Restricted Subsidiaries under any property currently Environmental Law; (iv) there is no Environmental Action pending or, to the Borrower’s knowledge, formerly owned or leased by the knowledge of any Responsible Officer of Borrower or any of the its Restricted Subsidiaries, threatened, against Borrower or any of its Restricted Subsidiaries that has not been made available or, relating to real property currently or formerly owned, leased or operated by Borrower or any of its Restricted Subsidiaries or relating to the Administrative Agent prior operations of Borrower or its Restricted Subsidiaries; and (v) no circumstances exist that would reasonably be expected to form the Closing Date basis of an Environmental Action against Borrower or any of its Restricted Subsidiaries, or any of their Real Property, facilities or assets.

Appears in 5 contracts

Samples: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Resorts LTD)

Environmental Matters. Except as to matters that would as, in the aggregate, could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect: ( i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, a)the facilities and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly properties owned, leased or operated or leased by Holdings, the Borrower or any of its Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that would reasonably be expected to constitute or constituted a violation of, or could give rise to liability under, any cost Environmental Law; (b)neither Holdings, the Borrower nor any of its Subsidiaries has received or is aware of any notice of violation, alleged violation, non-compliance, liability or obligation potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by Holdings, the Borrower or any of its Subsidiaries under (the “Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; (c)Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Laws or Law, nor have any Materials of Environmental Permits, and no Hazardous Material has Concern been generated, used, treated, stored, handled, stored or disposed of at, on or controlled under any of the Properties in violation of, transported or Released at any location in a manner that would reasonably be expected to could give rise to liability under, any cost applicable Environmental Law; (d)no judicial proceeding or governmental or administrative action is pending or, liability or obligation to the knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which Holdings, the Borrower or any of its Subsidiaries Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Laws Law with respect to the Properties or the Business; (e)there has been no release or threat of release of Materials of Environmental Permits Concern at or from the Properties, (iv) there are no agreements in which or arising from or related to the operations of Holdings, the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (f)the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (g)neither Holdings, the Borrower nor any of its respective Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising Person under or relating to Environmental Laws , which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 5 contracts

Samples: Amended and Restated Credit Agreement (Charter Communications, Inc. /Mo/), Amended and Restated Guarantee and Collateral Agreement (Charter Communications, Inc. /Mo/), Amended and Restated Credit Agreement (Charter Communications, Inc. /Mo/)

Environmental Matters. Except (a) The facilities and properties owned, leased or operated by SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances which (i) constitute or constituted a violation of, or (ii) could give rise to liability under, any Environmental Law, except in either case insofar as to matters that would such violation or liability, or any aggregation thereof, could not reasonably be expected to have, individually or result in the aggregate, payment of a Material Adverse Effect: Environmental Amount. ( i b) The Properties and all operations at the Properties are in material compliance, and have in the last five years been in material compliance, with all applicable Environmental Laws, and there is no written notice contamination at, request for information under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by SuperHoldings, order Holdings, complaint or penalty has been received by the Borrower or any of its Subsidiaries their respective Subsidiaries (the “Business”) which could materially interfere with the continued operation of the Properties or impair the fair saleable 63 value thereof in an amount equaling or exceeding a Material Environmental Amount. As of the Closing Date, and there are no judicial neither SuperHoldings, administrative Holdings, the Borrower nor any of their respective Subsidiaries has assumed any liability of any other Person under Environmental Laws. (c) Neither SuperHoldings, Holdings, the Borrower nor any of their respective Subsidiaries has received or other actions is aware of any notice of violation, suits alleged violation, non-compliance, liability or proceedings pending or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does SuperHoldings, Holdings or the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened, except insofar as such notice or threatened notice, or any aggregation thereof, does not involve a matter or matters that could reasonably be expected to result in the Borrower’s knowledge payment of a Material Environmental Amount. (d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, threatened or in a manner or to a location which allege a violation of or could give rise to liability under under, any Environmental Laws Law, in each case relating to the Borrower nor have any Materials of Environmental Concern been generated, treated, stored or any disposed of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Properties in violation of, or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to could give rise to liability under, any cost applicable Environmental Law, except insofar as any such violation or liability or obligation of the Borrower referred to in this paragraph, or any of its Subsidiaries under any Environmental Laws or Environmental Permits aggregation thereof, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has could not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in the payment of a Material Adverse Effect) Environmental Amount. (e) No judicial proceeding or governmental or administrative action is pending or, by or on behalf to the knowledge of SuperHoldings, Holdings and the Borrower, threatened, under any Environmental Law to which SuperHoldings, Holdings, the Borrower or any of the their respective Subsidiaries of any property currently or, is or will be named as a party with respect to the Borrower’s knowledge Properties or the Business, formerly owned nor are there any consent decrees or leased by other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business, except insofar as such proceeding, action, decree, order or other requirement, or any aggregation thereof, could not reasonably be expected to result in the payment of a Material Environmental Amount. (f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries in connection with the Subsidiaries Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that has could give rise to liability under Environmental Laws, except insofar as any such violation or liability referred to in this paragraph, or any aggregation thereof, could not been made available reasonably be expected to result in the Administrative Agent prior to the Closing Date payment of a Material Environmental Amount.

Appears in 4 contracts

Samples: Amended and Restated Credit Agreement (Nebraska Book Co), Amended and Restated Credit Agreement (NBC Acquisition Corp), Amended and Restated Credit Agreement (NBC Acquisition Corp)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries Comply, and there are no judicial, administrative or other actions, suits or proceedings pending or, cause each Subsidiary to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws comply, in each case relating to the Borrower or any of its Subsidiaries all material respects with all applicable Environmental Laws and Environmental Permits, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to notify the Administrative Agent prior to the Closing Date promptly after becoming aware of any material Environmental Claim, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything any fact or circumstance that would reasonably be expected to result in a Material Adverse Effect) material Environmental Claim, by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, with respect to the Borrower’s knowledge or any Subsidiaries’ properties or facilities, formerly that is not disclosed in Schedule 6.15, and (iii) diligently investigate and remediate any Release of Hazardous Substances on any real property leased, owned or leased operated by the Borrower or any of the Subsidiaries that has not been made available Subsidiary, in each case to the Administrative Agent prior to extent required by the Closing Date Borrower or any Subsidiary for compliance with Environmental Laws.

Appears in 4 contracts

Samples: Credit Agreement (Apogee Enterprises Inc), Amended and Restated Credit Agreement (Apogee Enterprises, Inc.), Third Amended and Restated Credit Agreement (Apogee Enterprises, Inc.)

Environmental Matters. Except as disclosed in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice , demand, claim, request for information, order, complaint or penalty has been received by Holdings, the Borrower Company or any of its the Material Subsidiaries relating to Holdings, the Company or any of the Material Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings relating to Holdings, the Company or any of the Material Subsidiaries pending or, to the Borrower’s knowledge knowledge of Company, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of Holdings, the Borrower Company and its the Material Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its current operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and since January 1, 2001 has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii ) there has been no written Phase I or Phase II Environmental Site Assessment or similar report or evaluation or audit of compliance with Environmental Laws conducted since January 1, 2000 by Holdings, the Company or any of the Material Subsidiaries of any property or Facility currently owned or leased by Holdings, the Company or any of the Material Subsidiaries which has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, in, on or under under, or is emanating from, any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by Holdings, the Borrower Company or any of its the Material Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of Holdings, the Borrower Company or any of its the Material Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by Holdings, the Company or any of or controlled, the Material Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of Holdings, the Borrower Company or any of its the Material Subsidiaries under any Environmental Laws or Environmental Permits Laws, ( iv v) there are no acquisition agreements entered into after December 31, 2000 in which Holdings, the Borrower Company or any of its the Material Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Original Effective Date, and ( v vi) there has been no material written environmental assessment neither Holdings, the Company nor any Subsidiary is financing or audit conducted ( conducting any investigation, response or other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or corrective action under any of the Subsidiaries of Environmental Law at any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date location.

Appears in 4 contracts

Samples: Guarantee and Collateral Agreement (Celanese CORP), Amended and Restated Credit Agreement (Celanese CORP), Amendment Agreement (Celanese Corp)

Environmental Matters. Except as disclosed in a written schedule attached to matters that would not reasonably be expected this Agreement (if no schedule is attached, there are no exceptions), there exists no uncorrected violation by the Borrower of any federal, state or local laws (including statutes, regulations, ordinances or other governmental restrictions and requirements) relating to have the discharge of air pollutants, individually water pollutants or process waste water or otherwise relating to the environment or Hazardous Substances as hereinafter defined, whether such laws currently exist or are enacted in the aggregate future (collectively “Environmental Laws”). The term “Hazardous Substances” will mean any hazardous or toxic wastes, chemicals or other substances, the generation, possession or existence of which is prohibited or governed by any Environmental Laws. The Borrower is not subject to any judgment, decree, order or citation, or a Material Adverse Effect: party to (or threatened with) any litigation or administrative proceeding, which asserts that the Borrower (i) no written notice has violated any Environmental Laws; (ii) is required to clean up, request remove or take remedial or other action with respect to any Hazardous Substances (collectively “Remedial Action”); or (iii) is required to pay all or a portion of the cost of any Remedial Action, as a potentially responsible party. Except as disclosed on the Borrower’s environmental questionnaire provided to the Bank, there are not now, nor to the Borrower’s knowledge after reasonable investigation have there ever been, any Hazardous Substances (or tanks or other facilities for information the storage of Hazardous Substances) stored, order deposited, complaint recycled or penalty has been received disposed of on, under or at any real estate owned or occupied by the Borrower during the periods that the Borrower owned or any of occupied such real estate, which if present on the real estate or in soils or ground water, could require Remedial Action. To the Borrower’s knowledge, there are no proposed or pending changes in Environmental Laws which would adversely affect the Borrower or its Subsidiaries business, and there are no judicial, administrative conditions existing currently or likely to exist while the Loan Documents are in effect which would subject the Borrower to Remedial Action or other actions, suits or proceedings pending or, liability. The Borrower currently complies with and will continue to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to timely comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other applicable Environmental Laws ; and will provide the Bank, (iii) no Hazardous Material is located at immediately upon receipt, on copies of any correspondence, notice, complaint, order or under other document from any property currently or, to the Borrower’s knowledge, formerly owned, operated source asserting or leased alleging any circumstance or condition which requires or may require a financial contribution by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability Remedial Action or obligation other response by or on the part of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, or which in any such case has not been made available to the Administrative Agent prior to the Closing Date seeks damages or civil, and (v) there has been no material written environmental assessment criminal or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of punitive penalties from the Borrower or any for an alleged violation of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Environmental Laws.

Appears in 4 contracts

Samples: Revolving Credit Agreement (Team Financial Inc /Ks), Term Loan Agreement (Outdoor Channel Holdings Inc), Revolving Credit Agreement (Outdoor Channel Holdings Inc)

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used owned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Laws, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date date hereof.

Appears in 4 contracts

Samples: Bridge Credit Agreement, Term Loan Credit Agreement, Bridge Credit Agreement (Berry Global Group Inc)

Environmental Matters. Except as set forth in Schedule 4.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the any Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the such Borrower’s knowledge, threatened threatened, which allege a violation of or liability under any Environmental Laws, in each case relating to the such Borrower or any of its Subsidiaries, (ii) each of the Borrower and each of its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to any Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the such Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the such Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used owned, treated, stored, handled, disposed handled or controlled by such Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the such Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Laws, (iv) there are no agreements in which the any Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, date hereof and (v) there no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has been attached to any Property of any Borrower or any Subsidiary of any Borrower and, to the knowledge of the Borrowers, no material written environmental assessment facts, circumstances or audit conducted (other than customary assessments not revealing anything conditions exist that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of such Lien attaching to any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date such Property.

Appears in 4 contracts

Samples: Amended and Restated Credit Agreement (Constellium Se), Credit Agreement (Constellium N.V.), Amended and Restated Credit Agreement (Constellium SE)

Environmental Matters. Except as set forth in the FirstMerit Disclosure Letter, to matters that the best of FirstMerit's knowledge: (i) neither FirstMerit nor any of the FirstMerit Subsidiaries has been or is in violation of or liable under any Environmental Law (as hereinafter defined), except for any such violations or liabilities which would not reasonably be expected to have expected, individually or in the aggregate, to have a Material Adverse Effect: Effect on FirstMerit; and ( i ii) no written notice, request for information, order, complaint or penalty has been received none of the Loan Portfolio Properties and Other Properties Owned (as hereinafter defined) by the Borrower FirstMerit or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its FirstMerit Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of been since such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly properties have been owned, operated or leased managed by the Borrower FirstMerit or any of its the FirstMerit Subsidiaries that is in violation of under any Environmental Law, except for any such violations which, individually or in the aggregate, would not reasonably be expected to give rise have a Material Adverse Effect on FirstMerit. Except as set forth in the FirstMerit Disclosure Letter, there are no actions, suits, demands, notices, claims, investigations or proceedings pending, or to any cost the best of FirstMerit's knowledge threatened, relating to the liability or obligation of the Borrower Loan Portfolio Properties and Other Properties Owned by FirstMerit or any of its the FirstMerit Subsidiaries under any Environmental Laws Law, including, without limitation, any notices, demand letters or Environmental Permits requests for information from any federal, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of state or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise local environmental agency relating to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising such liabilities under or relating to violations of Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Law.

Appears in 4 contracts

Samples: Voting Agreement (Firstmerit Corp), Voting Agreement (Signal Corp), Shareholder Rights Agreement (Security First Corp)

Environmental Matters. Except as set forth on Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has have all environmental permits, licenses and other approvals necessary for its their operations to comply with all Environmental Laws (“Environmental Permits”) and is are in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently owned, operated or leased or, to the Borrower’s knowledge, formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used owned, treated, stored, handled, disposed handled or controlled by the Borrower or any of its Subsidiaries or controlled, transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date date hereof.

Appears in 4 contracts

Samples: Credit Agreement (Caesars Entertainment, Inc.), Incremental Assumption Agreement (Playtika Holding Corp.), Credit Agreement (Playtika Holding Corp.)

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice notice of violation, request for information, order, complaint or assertion of penalty has been received by the Borrower or any of its Restricted Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the knowledge of the Borrower ’s knowledge , threatened which allege a violation of or liability under any Environmental Laws Laws or concerning Hazardous Materials, in each case relating to the Borrower or any of its Restricted Subsidiaries, (ii) each of the Borrower and its Restricted Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the Borrower or any of its Restricted Subsidiaries in quantities or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Restricted Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed generated by or on behalf of the Borrower or controlled, any of its Restricted Subsidiaries that has been transported to or Released at or from any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Restricted Subsidiaries, and (iv) there are is no agreements agreement to which the Borrower or any of its Restricted Subsidiaries is a party in which the Borrower or any of its Restricted Subsidiaries has expressly assumed or undertaken undertaken, or retained, responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws , which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 4 contracts

Samples: Credit Agreement (Generac Holdings Inc.), Credit Agreement (Generac Holdings Inc.), Credit Agreement (Generac Holdings Inc.)

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice notice of violation, request for information, order, complaint or assertion of penalty has been received by the Borrower Borrowers or any of its the Restricted Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge knowledge of the Borrowers, threatened which allege a violation of or liability under any Environmental Laws Laws or concerning Hazardous Materials, in each case relating to the Borrower Borrowers or any of its the Restricted Subsidiaries, (ii) each of the Borrower Borrowers and its the Restricted Subsidiaries has all environmental permits, licenses authorizations and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the Borrower Borrowers or any of its the Restricted Subsidiaries in quantities or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Borrowers or any of its the Restricted Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed generated by or on behalf of the Borrowers or controlled, any of the Restricted Subsidiaries that has been transported to or Released at or from any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Borrowers or any of its Subsidiaries under any Environmental Laws or Environmental Permits the Restricted Subsidiaries, and (iv) there are is no agreements agreement to which the Borrowers or any of the Restricted Subsidiaries is a party in which the Borrower Borrowers or any of its the Restricted Subsidiaries has expressly assumed or undertaken undertaken, or retained, responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws , which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 4 contracts

Samples: Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.), Amended and Restated Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.), Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.)

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice notice of violation, request for information, order, complaint or assertion of penalty has been received by the Borrower Borrowers or any of its the Restricted Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge knowledge of the Borrowers, threatened which allege a violation of or liability under any Environmental Laws Laws or concerning Hazardous Materials, in each case relating to the Borrower Borrowers or any of its the Restricted Subsidiaries, (ii) each of the Borrower Borrowers and its the Restricted Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the Borrower Borrowers or any of its the Restricted Subsidiaries in quantities or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Borrowers or any of its the Restricted Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed generated by or on behalf of the Borrowers or controlled, any of the Restricted Subsidiaries that has been transported to or Released at or from any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Borrowers or any of its Subsidiaries under any Environmental Laws or Environmental Permits the Restricted Subsidiaries, and (iv) there are is no agreements agreement to which the Borrowers or any of the Restricted Subsidiaries is a party in which the Borrower Borrowers or any of its the Restricted Subsidiaries has expressly assumed or undertaken undertaken, or retained, responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws , which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 4 contracts

Samples: Third Amended and Restated Credit Agreement (Generac Holdings Inc.), Second Amended and Restated Credit Agreement (Generac Holdings Inc.), Credit Agreement (Generac Holdings Inc.)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: ( i a) no written notice, request for information, order, complaint or penalty Environmental Claim has been received by the Borrower any Loan Party or any of its Subsidiaries Material Subsidiary, and there are no judicial, administrative or other actions, suits or proceedings Environmental Claims pending or, to the Borrower any Loan Party’s knowledge, threatened which allege a violation of or liability under any Environmental Laws threatened, in each case relating to any Loan Party or Material Subsidiary or their respective properties or the Borrower or any of its Subsidiaries Mortgaged Vessel, ( ii b) each of the Borrower Loan Party and its Subsidiaries Material Subsidiary is in compliance with Environmental Laws, (c) each Loan Party and Material Subsidiary has all environmental permits, licenses and other approvals necessary required under Environmental Laws for its operations to comply with all Environmental Laws as currently conducted (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws Permits, ( iii d) no Hazardous Material is located at, on or under any property currently or, to the Borrower any Loan Party’s knowledge, formerly owned, operated or leased by the Borrower any Loan Party or any of its Subsidiaries Material Subsidiary or their predecessors that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Liability, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported to or Released at at, on, from, to or under any location or the Mortgaged Vessel in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Liability, ( iv e) there are no agreements in which the Borrower any Loan Party or any of its Subsidiaries Material Subsidiary has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation Environmental Liability of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date person, and ( v f) there has been no material written environmental assessment or audit conducted since January 1, 2013 (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower any Loan Party or any Material Subsidiary of the Subsidiaries of any property Mortgaged Vessel or properties currently or, to the Borrower any Loan Party’s knowledge, formerly owned or leased by the Borrower any Loan Party or any of the Subsidiaries Material Subsidiary that has not been made available to the Administrative Agent prior to the Closing Date.

Appears in 4 contracts

Samples: Agreement (Norwegian Cruise Line Holdings Ltd.), Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located has been Released at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf and in the possession, custody or control of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Appears in 4 contracts

Samples: Amended and Restated First Lien Credit Agreement (Hostess Brands, Inc.), Amended and Restated First Lien Credit Agreement (Hostess Brands, Inc.), Second Lien Credit Agreement (Hostess Brands, Inc.)

Environmental Matters. GTFM and each of its Subsidiaries (i) are in compliance with, and are not subject to any liability under, in each case with respect to all, applicable Environmental Laws; (ii) hold all Environmental Permits necessary to conduct their current operations and (iii) are in compliance with their respective Environmental Permits, except where the failure to hold or be in compliance with such Environmental Permits would not be expected to have a GTFM Material Adverse Effect. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, have a GTFM Material Adverse Effect : (i) no , neither GTFM nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information, order, complaint or penalty has been received by the Borrower information alleging that GTFM or any of its Subsidiaries Subsidiaries may be in violation of, or liable under, any Environmental Law. Neither GTFM nor any of its Subsidiaries (x) has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials and there are no judicial investigation, administrative litigation or other actions, suits or proceedings proceeding is pending or, to the Borrower’s knowledge Knowledge of the Sellers, threatened which allege a violation threatened, with respect thereto or (y) is an indemnitor or has assumed liability in connection with any pending demand, notice, claim, or other allegation, or to the Knowledge of the Sellers, any claim threatened, by or against any third-party relating to any liability under any Environmental Laws, in each case Law or relating to the Borrower or any of its Subsidiaries, (ii) each Hazardous Materials. None of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any real property currently or, to the Borrower’s knowledge, formerly owned, operated owned or leased or operated by the Borrower GTFM or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently is listed or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any Knowledge of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Sellers, proposed for listing on any list of sites maintained by Governmental Authority requiring investigation or cleanup.

Appears in 4 contracts

Samples: Acquisition Agreement (Grupo TMM Sa), Acquisition Agreement (TMM Holdings Sa De Cv), Acquisition Agreement (Grupo TMM Sa)

Environmental Matters. Except as KCS and each of its Subsidiaries (i) are in compliance with, and are not subject to matters that any liability under, in each case, all applicable Environmental Laws; (ii) hold all Environmental Permits necessary to conduct their current operations and (iii) are in compliance with their respective Environmental Permits, except where the failure to hold or be in compliance with such Environmental Permits would not reasonably be expected to have, individually or in the aggregate, have a KCS Material Adverse Effect : (i) no . Neither KCS nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information, order, complaint or penalty has been received by the Borrower information alleging that KCS or any of its Subsidiaries Subsidiaries may be in violation of, or liable under, any Environmental Law, except where the preceding would not reasonably be expected to have a KCS Material Adverse Effect. Neither KCS nor any of its Subsidiaries (x) has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials and there are no judicial investigation, administrative litigation or other actions, suits or proceedings proceeding is pending or, to the Borrower’s knowledge Knowledge of KCS and its Subsidiaries, threatened which allege with respect thereto, except as would not reasonably be expected to have a violation KCS Material Adverse Effect or (y) is an indemnitor or has assumed liability in connection with any pending demand, notice, claim, or other allegation, or to the Knowledge of KCS and its Subsidiaries, any claim threatened by or against any third-party relating to any liability under any Environmental Laws, in each case Law or relating to the Borrower or any of its Subsidiaries Hazardous Materials, (ii) each except as would not reasonably be expected to have a KCS Material Adverse Effect. None of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any real property currently or, to the Borrower’s knowledge, formerly owned, operated owned or leased or operated by the Borrower KCS or any of its Subsidiaries that is listed or, to the Knowledge of KCS and its Subsidiaries, proposed for listing on any list of sites maintained by any Governmental Authority requiring investigation or cleanup, except as would not reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in have a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a KCS Material Adverse Effect ), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 4 contracts

Samples: Acquisition Agreement (Grupo TMM Sa), Acquisition Agreement (TMM Holdings Sa De Cv), Acquisition Agreement (Grupo TMM Sa)

Environmental Matters. Except as Neither it nor any of its subsidiaries or Joint Ventures nor any of their respective Facilities or operations for which they are liable (a) has any Environmental Liability or (b) is subject to matters that would not any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, in each case, individually or in the aggregate, could reasonably be expected to have have a Material Adverse Effect. Neither it nor any of its subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604) (“CERCLA”) or any comparable state law which it reasonably expects will lead to liability having a Material Adverse Effect. None of its or any of its subsidiaries’ or Joint Ventures’ Real Property, Pipelines or Facilities is (i) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA, (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority, including any such listing relating to petroleum, where the inclusion on such list(s) could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect : (i) . To its Knowledge, there are and have been no written notice conditions, request for information, order, complaint occurrences or penalty has been received by Hazardous Materials Activities which could reasonably be expected to form the Borrower basis of an Environmental Claim against it or any of its Subsidiaries subsidiaries or Joint Ventures that, and there are individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Compliance with reasonably foreseeable future requirements pursuant to or under Environmental Laws is not reasonably expected to result in, individually or in the aggregate, a Material Adverse Effect. To its Knowledge, no judicial, administrative event or other actions, suits condition has occurred or proceedings pending or, is occurring with respect to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower it or any of its Subsidiaries subsidiaries relating to any Environmental Law, (ii) each any release of the Borrower and its Subsidiaries has all environmental permits Hazardous Materials, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries Hazardous Materials Activity that would individually or in the aggregate has resulted in or could reasonably be expected to give rise have a Material Adverse Effect. No material Lien has been recorded or, to any cost its Knowledge, liability or obligation of the Borrower or any of its Subsidiaries threatened, under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise Law with respect to any cost Property, liability or obligation including Real Property and Pipelines, of the Borrower it or any of Restricted Subsidiary. It has made or has caused its Restricted Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made make available to the Administrative Agent prior to all material records and files in their possession concerning compliance with or liability under Environmental Law, including those concerning the Closing Date existence of Hazardous Material at Facilities or Real Property or Pipelines currently or formerly owned, and (v) there has been no material written environmental assessment operated, leased or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), used by or on behalf of the Borrower it or any of the its Restricted Subsidiaries. It has made, has caused its Unrestricted Subsidiaries of any property currently or to make, and has used commercially reasonable efforts to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made cause its Joint Ventures to make available to the Administrative Agent prior all records and files in their possession concerning compliance by it and its subsidiaries and Joint Ventures, as applicable, with or liability under Environmental Law, including those concerning the existence of Hazardous Material at Facilities or Real Property or Pipelines currently or formerly owned, operated, leased or used by it or any of its Unrestricted Subsidiaries or Joint Ventures, if the contents of such records and files relate to the Closing Date events or occurrences that could reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Second Amended and Restated Credit Agreement (Genesis Energy Lp), Third Amended and Restated Credit Agreement (Genesis Energy Lp), Amended and Restated Credit Agreement (Genesis Energy Lp)

Environmental Matters. Except as The Company and each Restricted Subsidiary and their respective operations and facilities are in compliance with all Environmental Laws and have obtained, maintained and are in compliance with the requirements of all applicable permits, licenses and other approvals required to matters that be issued under such Environmental Laws, except where the failure to comply with Environmental Laws or to obtain, maintain or comply with such permits, licenses or approvals would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect : (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there . There are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge knowledge of the Company, threatened Environmental Claims which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in liability to the Company or any Restricted Subsidiaries or with respect to any Real Property currently or to the knowledge of any Credit Party, formerly owned, leased or operated by the Company or any Restricted Subsidiaries, which would in each case be reasonably expected to have a Material Adverse Effect ) . To the knowledge of any Credit Party, by there are no facts, activities, circumstances, conditions or on behalf occurrences that would be reasonably expected (i) to form the basis of an Environmental Claim against or result in liability to the Borrower Company or any of the Restricted Subsidiaries of or (ii) to cause any property currently or Real Property owned, to the Borrower’s knowledge, formerly owned leased or leased operated by the Borrower Company or any Restricted Subsidiaries to be subject to any restrictions on the ownership, lease, occupancy or transferability of such Real Property by the Company or any Restricted Subsidiaries under any Environmental Law and that has not been made available in any such case which would reasonably be expected to the Administrative Agent prior to the Closing Date have a Material Adverse Effect.

Appears in 4 contracts

Samples: First Amendment (SunOpta Inc.), Credit Agreement (SunOpta Inc.), Amendment (SunOpta Inc.)

Environmental Matters. a) Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Effect on the Company: (i) no written notice notification, demand, request for information, order citation, summons or order has been received, no complaint or has been filed, no penalty has been received by the Borrower assessed and no investigation, action, suit or proceeding (or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings basis therefor) is pending or, to the Borrower’s knowledge knowledge of the Company, is threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Company, any of its Subsidiaries or any of their respective properties, and relating to or arising out of any Environmental Law or Hazardous Substance; (ii) the Company and its Subsidiaries are and have been in compliance with all Environmental Laws and all applicable Environmental Permits; and (iii) there are no liabilities or obligations of the Company or any of its Subsidiaries Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance and there is no condition, situation or set of circumstances that could reasonably be expected to result in any such liability or obligation. ( ii b) each There has been no environmental investigation, study, audit, test, review or other analysis conducted of which the Company has knowledge in relation to the current or prior business of the Borrower and Company or any of its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly now or previously owned, leased or operated or leased by the Borrower Company or any of its Subsidiaries that would reasonably be expected has not been delivered to give rise Parent at least five Business Days prior to any cost, liability or obligation the date hereof. (c) None of the Borrower transactions contemplated by this Agreement requires any filing, notification or any of its Subsidiaries other action under any Environmental Laws or Environmental Permits Law, including, without limitation, the Connecticut Transfer Act and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date New Jersey Industrial Site Recovery Act.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Ebix Inc), Agreement and Plan of Merger (Rennes Fondation), Agreement and Plan of Merger (Ebix Inc)

Environmental Matters. Except (a) Each Borrower and each of its Subsidiaries conducts in the ordinary course of business a review of the effect of existing and proposed Environmental Laws and known or suspected Environmental Claims on their respective businesses, operations and Properties, and as to matters that would not a result thereof, the Borrowers have reasonably be expected to have concluded that, except as specifically disclosed in Schedule 5.12, any such Environmental Claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect : . Prior to contributing the applicable Contributed Assets, the Contributing Affiliates conducted in the ordinary course of business a review of the effect of existing and proposed Environmental Laws and known or suspected Environmental Claims on their respective businesses, operations and Properties, and as a result thereof, the Borrowers have concluded that, except as specifically disclosed in Schedule 5.12, such Environmental Laws and Environmental Claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The General Partner, each Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws, except to the extent that the noncompliances individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.12 or as could not reasonably be expected to have a Material Adverse Effect, there are no pending or, to the knowledge of the General Partner, each Borrower and each Subsidiary, after due inquiry, threatened Environmental Claims, including any such claims (regardless of materiality) for liabilities under CERCLA relating to the disposal of Hazardous Materials, against the General Partner, any Borrower, any Subsidiary or any real property, including leaseholds and easements, owned or operated by the General Partner, any Borrower or any Subsidiary. Except as set forth on Schedule 5.12 or as could not reasonably be expected to have a Material Adverse Effect, there are no facts, circumstances, conditions or occurrences on any real property, including leaseholds and easements, owned or operated by the General Partner, any Borrower or any Subsidiary that, to the knowledge of the General Partner, each Borrower and each Subsidiary, after due inquiry, could reasonably be expected (i) no written notice to form the basis of an Environmental Claim against the General Partner, request for information any Borrower, order any Subsidiary or any such real property, complaint or penalty has been received (ii) to cause any such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property by the General Partner, any Borrower or any Subsidiary under any applicable Environmental Law. Except as set forth on Schedule 5.12 or as could not reasonably be expected to have a Material Adverse Effect, to the knowledge of the General Partner, each Borrower and each Subsidiary, Hazardous Materials have not been Released on or from any real property, including leaseholds and easements, owned or operated by the General Partner, any Borrower or any Subsidiary. (c) Except for matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, none of the Properties currently owned or operated by the General Partner, any Borrower or any Subsidiary is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list. (d) Prior to contributing the applicable Contributed Assets, and with respect to the Contributed Assets only, the Contributing Affiliates were in compliance with all applicable Environmental Laws and were not subject to any pending or threatened Environmental Claim relating to Environmental Laws or Hazardous Materials, except as set forth on Schedule 5.12 or to the extent that the noncompliances, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Prior to contributing the applicable Contributed Assets, and with respect to the Contributed Assets only, neither any Contributing Affiliate nor any of its Subsidiaries had undertaken, and had not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual, threatened, or suspected Release of Hazardous Materials at any real property, including leaseholds and easements, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law, except as set forth on Schedule 5.12 or as could not reasonably be expected to have a Material Adverse Effect either individually or in the aggregate; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any Property owned or operated at or prior to the time of the contribution of the applicable Contributed Assets by any Contributing Affiliate or any of its Subsidiaries were disposed of in a manner not reasonably expected to result in any Environmental Claim against any Contributing Affiliate or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would except as could not reasonably be expected to give rise to any cost have a Material Adverse Effect, liability either individually or obligation of in the Borrower aggregate. (e) Except for matters that, individually or any of its Subsidiaries under any Environmental Laws or Environmental Permits in the aggregate, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would could not reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in have a Material Adverse Effect ) , by (i) each Borrower and each Subsidiary (A) has obtained all Environmental Permits necessary for the ownership and operation of its real properties and the conduct of its Business, which are in full force and effect; (B) has been and are in compliance with all terms and conditions of such Environmental Permits; and (C) has not received written notice of any violation or on behalf alleged violation of any Environmental Permit, and (ii) prior to contributing the applicable Contributed Assets, each of the Borrower or any Contributing Affiliates (A) had obtained all Environmental Permits necessary for the ownership and operation of the Subsidiaries Contributed Assets, which were in full force and effect at such time; (B) were in compliance with all terms and conditions of such Environmental Permits; and (C) had not received written notice of any property currently or, to the Borrower’s knowledge, formerly owned violation or leased by the Borrower or alleged violation of any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Environmental Permit.

Appears in 3 contracts

Samples: Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek Logistics Partners, LP)

Environmental Matters. (a) Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by Holdings, the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, or threatened which allege a violation of or liability under any Environmental Laws Laws or any other Environmental Liability, in each case relating to Holdings, the Borrower or any of its Subsidiaries, (ii) each of Holdings, the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge knowledge of Holdings, the Borrower or any of its Subsidiaries, formerly owned, operated or leased by Holdings, the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of Holdings, the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used owned or controlled by Holdings, treated, stored, handled, disposed the Borrower or any of its Subsidiaries and transported to or controlled, transported or Released released at any location in a manner that would could reasonably be expected to give rise to any cost cause Holdings, liability or obligation of the Borrower or any of its Subsidiaries under to incur any Environmental Laws or Environmental Permits Liability, and (iv) there are no acquisition or other agreements in pursuant to which Holdings, the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of Environmental Liability. (b) Except as set forth on Schedule 3.14 and except with respect to any other person arising under matters that, individually or relating to Environmental Laws in the aggregate, which in any such case has could not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect ) , by neither Holdings, the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or on behalf 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 Borrower matters set forth on Schedule 3.14 that, individually or any of in the Subsidiaries of any property currently or aggregate, to has resulted in, or materially increased the Borrower’s knowledge likelihood of, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Xm Satellite Radio Holdings Inc), Credit Agreement (Xm Satellite Radio Holdings Inc), Credit Agreement (Sirius Xm Radio Inc.)

Environmental Matters. (a) Except as with respect to any matters that would not reasonably be expected to have that, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has could not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect ) , by or on behalf none of the Borrower or any of the 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 property currently or claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.(b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to the Borrower’s knowledge result in a Material Adverse Effect: (i) each Mortgaged Property is and has been in compliance with all Environmental Laws and any permit, formerly owned license or leased by other approval required under any Environmental Law, (ii) there are no actual, alleged or contingent Environmental Liabilities at, in connection with or in any way relating to any Mortgaged Property and (iii) none of the Borrower or any of the Subsidiaries knows of any basis for any Environmental Liability at, in connection with or in any way relating to any of the Mortgaged Property.(c) As of the Closing Date, there is no environmental report, investigation, study, audit or other analysis describing or disclosing any material environmental condition, cost, liability or obligation, including as relates to compliance, that is within the possession, custody or control of the Borrower or any of the Subsidiaries in relation to the current or prior business of the Borrower or any Subsidiary or any property or facility now or previously owned, leased or operated by the Borrower or any Subsidiary, including the Mortgaged Properties, which has not been delivered or otherwise made available to the Administrative Agent Lenders at least five days prior to the Closing Date date hereof.(d) For purposes of this Section, the terms “Borrower” and “Subsidiary” shall include any business or business entity which is, in whole or in part, a predecessor of the Borrower or any Subsidiary.

Appears in 3 contracts

Samples: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.)

Environmental Matters. Except as (a) It will, and will cause the Subsidiaries to, promptly give notice to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Administrative Agent upon becoming aware of (i) no written notice any violation of any Environmental Law, (ii) any claim, inquiry, proceeding, investigation or other action, including a request for information information or a notice of an actual or threatened Environmental Claim or (iii) the discovery of the Release of any Hazardous Material at, order on, complaint under or penalty has been received from any of the Properties owned or operated by the Borrower or any Subsidiary in excess of its Subsidiaries reportable or allowable standards, and there are no judicial threshold amounts or levels under any Environmental Law, administrative or other actions, suits in a manner or proceedings pending or, amount that could reasonably be expected to the Borrower’s knowledge, threatened which allege a violation of or result in liability under any Environmental Laws, Law; provided that in each the case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws clauses ( “Environmental Permits” i) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, through (iii) no Hazardous Material is located at above, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available notice to the Administrative Agent prior shall only be required if such event or condition, together with all other events or conditions referred to the Closing Date in clauses (i) through (iii) above, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would could reasonably be expected to result in a Material Adverse Effect), by or on behalf liability of the Borrower or in an aggregate amount exceeding $7,500,000.(b) It will, and will cause the Subsidiaries to, upon discovery of the presence on any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly Properties owned or leased operated by the Borrower or any Subsidiary of any Hazardous Material that is in violation of, or that could reasonably be expected to result in liability under, any Environmental Law, which violations or liabilities could reasonably be expected to result in a liability to the Subsidiaries that has not been made available Borrower in an aggregate amount exceeding $7,500,000 take all necessary steps to initiate and expeditiously complete all Remedial Action to eliminate any such adverse effect, and keep the Administrative Agent prior to informed of such actions and the Closing Date results thereof.

Appears in 3 contracts

Samples: Ethan Allen Interiors Inc, Ethan Allen Interiors Inc, Ethan Allen Interiors Inc

Environmental Matters. Except as (a) The Borrower shall at its sole expense: (i) comply, and shall cause its Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to matters that would comply, with all applicable Environmental Laws, the breach of which could be reasonably expected to have a Material Adverse Effect; (ii) not Release or threaten to Release, and shall cause each Subsidiary not to Release or threaten to Release, any Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other property offsite the Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in compliance with applicable Environmental Laws, the Release or threatened Release of which could reasonably be expected to have have a Material Adverse Effect; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all Environmental Permits, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future Release or threatened Release of any Hazardous Material on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; (v) conduct, and cause its Subsidiaries to conduct, their respective operations and businesses in a manner that will not expose any Property or Person to Hazardous Materials that could reasonably be expected to form the basis for a claim for damages or compensation; and (vi) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be reasonably necessary to continuously determine and assure that the Borrower’s and its Subsidiaries’ obligations under this Section 8.10(a) are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect. (b) The Borrower will promptly, but in no event later than five days of the occurrence of a triggering event, notify the Administrative Agent and the Lenders in writing of any threatened action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any Person against the Borrower or any Subsidiary or their respective Properties of which the Borrower has knowledge in connection with any Environmental Laws if the Borrower could reasonably anticipate that such action will result in liability (whether individually or in the aggregate ) in excess of $2,500,000, a Material Adverse Effect: not fully covered by insurance, subject to normal deductibles. ( i c) no written notice, request for information, order, complaint or penalty has been received by the The Borrower or any of its Subsidiaries will, and there are no judicial will cause each Subsidiary to, administrative or other actions provide environmental assessments, suits or proceedings pending or, to audits and tests in accordance with the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each most current version of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms American Society of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased Testing Materials standards upon request by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to and the Closing Date, Lenders and (v) there has been no material written environmental assessment or audit conducted (other more than customary assessments not revealing anything that would reasonably be expected to result once per year in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries absence of any property currently or, Event of Default (or as otherwise required to the Borrower’s knowledge, formerly owned or leased be obtained by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to or the Closing Date Lenders by any Governmental Authority), in connection with any future acquisitions of Oil and Gas Properties or other Properties.

Appears in 3 contracts

Samples: Credit Agreement (New Source Energy Partners L.P.), Credit Agreement (New Source Energy Partners L.P.), Credit Agreement (New Source Energy Corp)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or Each Obligor has, to the best knowledge of Borrower ’s knowledge 's executive officers, threatened which allege a violation of or liability under any Environmental Laws, obtained and maintained in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with effect all Environmental Laws Permits ( “Environmental Permits”) and is in compliance with or the terms of such applicable Person has initiated the necessary steps to transfer the Environmental Permits and with all other Environmental Laws into its name or obtain such permits), (iii) no Hazardous Material is located at, on or under any property currently or, the failure to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that obtain which would reasonably be expected to give rise have a Material Adverse Effect. Each Obligor and its Properties, business and operations have been and are, to any cost the best knowledge of Borrower's executive officers, liability or obligation in compliance with all applicable Requirements of the Borrower or any of its Subsidiaries under any Environmental Laws or Law and Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that the failure to comply with which would reasonably be expected to give rise have a Material Adverse Effect. Each Obligor and its Properties, business and operations are not, to the best knowledge of Borrower's executive officers (after making reasonable inquiry of the personnel and records of their respective Corporations), subject to any cost (a) Environmental Claims or (b) Environmental Liabilities, liability in either case direct or obligation of the Borrower contingent, arising from or based upon any of its Subsidiaries under any Environmental Laws act, omission, event, condition or Environmental Permits, (iv) there are no agreements in which the Borrower circumstance occurring or any of its Subsidiaries has expressly assumed existing on or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that date hereof which would reasonably be expected to result in have a Material Adverse Effect . None of the officers of Borrower have received nor is aware of any Obligor receiving any notice of any violation or alleged violation of any Requirements of Environmental Law or Environmental Permit or any Environmental Claim in connection with its Properties, liabilities, condition (financial or otherwise), by business or on behalf operations which would reasonably be expected to have a Material Adverse Effect. Borrower does not know of any event or condition with respect to currently enacted Requirements of Environmental Laws presently scheduled to become effective in the Borrower or future with respect to any of the Subsidiaries Properties of any property currently or Obligor which would reasonably be expected to have a Material Adverse Effect, to for which the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that applicable Obligor has not been made available to the Administrative Agent prior to the Closing Date good faith provisions in its business plan and projections of financial performance.

Appears in 3 contracts

Samples: Loan Agreement (Innovative Valve Technologies Inc), Loan Agreement (Consolidated Graphics Inc /Tx/), Loan Agreement (Innovative Valve Technologies Inc)

Environmental Matters. Except as disclosed in a written schedule attached to matters that would not reasonably be expected this Agreement (if no schedule is attached, there are no exceptions), there exists no uncorrected violation by the Borrower of any federal, state or local laws (including statutes, regulations, ordinances or other governmental restrictions and requirements) relating to have the discharge of air pollutants, individually water pollutants or process waste water or otherwise relating to the environment or Hazardous Substances as hereinafter defined, whether such laws currently exist or are enacted in the aggregate future (collectively "Environmental Laws"). The term "Hazardous Substances" will mean any hazardous or toxic wastes, chemicals or other substances, the generation, possession or existence of which is prohibited or governed by any Environmental Laws. The Borrower is not subject to any judgment, decree, order or citation, or a Material Adverse Effect: party to (or threatened with) any litigation or administrative proceeding, which asserts that the Borrower (i) no written notice has violated any Environmental Laws; (ii) is required to clean up, request remove or take remedial or other action with respect to any Hazardous Substances (collectively "Remedial Action"); or (iii) is required to pay all or a portion of the cost of any Remedial Action, as a potentially responsible party. Except as disclosed on the Borrower's environmental questionnaire provided to the Bank, there are not now, nor to the Borrower's knowledge after reasonable investigation have there ever been, any Hazardous Substances (or tanks or other facilities for information the storage of Hazardous Substances) stored, order deposited, complaint recycled or penalty has been received disposed of on, under or at any real estate owned or occupied by the Borrower during the periods that the Borrower owned or any of occupied such real estate, which if present on the real estate or in soils or ground water, could require Remedial Action. To the Borrower's knowledge, there are no proposed or pending changes in Environmental Laws which would adversely affect the Borrower or its Subsidiaries business, and there are no judicial, administrative conditions existing currently or likely to exist while the Loan Documents are in effect which would subject the Borrower to Remedial Action or other actions, suits or proceedings pending or, liability. The Borrower currently complies with and will continue to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to timely comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other applicable Environmental Laws ; and will provide the Bank, (iii) no Hazardous Material is located at immediately upon receipt, on copies of any correspondence, notice, complaint, order or under other document from any property currently or, to the Borrower’s knowledge, formerly owned, operated source asserting or leased alleging any circumstance or condition which requires or may require a financial contribution by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability Remedial Action or obligation other response by or on the part of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, or which in any such case has not been made available to the Administrative Agent prior to the Closing Date seeks damages or civil, and (v) there has been no material written environmental assessment criminal or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of punitive penalties from the Borrower or any for an alleged violation of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Environmental Laws.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Phoenix Gold International Inc), Revolving Credit Agreement (Alterra Healthcare Corp), Bnccorp Inc

Environmental Matters. Except as disclosed on Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or or threatened, to the Borrower’s knowledge, threatened which that allege a violation of or liability under any applicable Environmental Laws, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has obtained and maintained all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii ) to Borrower's knowledge, there has been no material written environmental assessment or audit conducted of any property currently owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the date hereof, (iv) no Hazardous Material is located at, on or under any property currently or, to the knowledge of the Borrower ’s knowledge , formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any applicable Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used owned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, and ( iv v) there are no written agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility, and such assumption or undertaking of responsibility has not expired or otherwise terminated, for any known or reasonably likely liability or obligation of any other person arising under or relating to applicable Environmental Laws , which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 3 contracts

Samples: Waiver to Credit Agreement (Centric Brands Inc.), Waiver to Credit Agreement (Centric Brands Inc.), Second Lien Credit Agreement (Centric Brands Inc.)

Environmental Matters. Except as to matters that would not reasonably be expected to have disclosed on Schedule 7.9 of the Disclosure Letter or as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect : (i) no written notice , request for information none of the properties owned, order, complaint leased or penalty has been received operated by the Borrower or any Subsidiary, now contain, or to the knowledge of the Borrower have previously contained, stored, treated, used, or disposed or arranged for the disposal of (at any location), any Hazardous Materials in amounts or concentrations which could reasonably be expected to result in any liability under, or violation of, any applicable Environmental Laws. Except as disclosed on Schedule 7.9 of the Disclosure Letter or as , individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, neither Borrower nor any of its Subsidiaries Subsidiaries has assumed, by contract or operation of law, any material liability of any third party arising under any applicable Environmental Laws. The Borrower and each Subsidiary and such properties and all operations conducted in connection therewith are in compliance, and there have been in compliance, in all material respects with all applicable Environmental Laws, including, without limitation, any permits issued or required thereunder. Borrower and its Subsidiaries currently hold, and at all relevant times have held, all material permits required under applicable Environmental Laws, and all such material permits are no judicial valid and in full force and effect, administrative or other actions, suits or proceedings and not subject to any pending or, to the knowledge of Borrower ’s knowledge , threatened which allege a violation proceeds that could reasonably be expected lead to any suspension, modification, termination or revocation of any such permits. There are no actions, suits, proceedings, claims or liability under any Environmental Laws disputes pending or, in each case relating to the knowledge of the Borrower, threatened in writing (nor has Borrower or any of its Subsidiaries Subsidiaries received any written notice thereof), (ii) each of the Borrower and its Subsidiaries has all environmental permits at law, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws equity, (iii) no Hazardous Material is located at in arbitration or before any Governmental Authority, on by or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by against the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost or against, liability or obligation of the Borrower or otherwise arising out of, any of its Subsidiaries under their respective properties, business or revenues that allege any Environmental Laws material liability under, or Environmental Permits violation of, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to applicable Environmental Laws , which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 3 contracts

Samples: Amendment to Amended and Restated Credit Agreement (OMNICELL, Inc), Credit Agreement (OMNICELL, Inc), Amendment to Credit Agreement (OMNICELL, Inc)

Environmental Matters. Except as to matters that would has not reasonably be expected to have had and could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect : (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries , ( ii a) each of the Borrower and its the Restricted Subsidiaries has all environmental permits are, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is have been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, ( iii b) none of the Borrower, any Restricted Subsidiary or any of their respective Facilities or operations is subject to any outstanding written order, consent decree or settlement agreement with any Person relating to or arising out of any Environmental Law or any Hazardous Materials Activity and neither the Borrower nor any Restricted Subsidiary has received any written notice, letter or request for information alleging any liability or obligation under Environmental Law, including under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 USC. § 9604) or any comparable state law, (c) there has been no Release of any Hazardous Material is located Materials on, at, on under or under from any property currently or owned, leased or operated (and, to the Borrower’s knowledge knowledge of the Borrower and each Restricted Subsidiary, formerly owned, operated leased or leased operated) by the Borrower or any Restricted Subsidiary and (d) to the knowledge of its Subsidiaries the Borrower and each Restricted Subsidiary there are and have been no conditions, occurrences or Hazardous Materials Activities that would could reasonably be expected to give rise to any cost, liability or obligation form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Restricted Subsidiary.

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (Entegris Inc), Credit and Guaranty Agreement (Entegris Inc), Credit and Guaranty Agreement (Entegris Inc)

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower Holdings or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to Holdings, the Borrower or any of its Subsidiaries, (ii) each of the Borrower Holdings and its Subsidiaries and their respective operations and properties are in compliance with all applicable Environmental Laws and each of them has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and with all other Environmental Laws approvals, (iii) there has been no Release or threat of Release of any Hazardous Material is located at, on on, under or under from any property currently owned, operated or leased or, to the Borrower’s knowledge, formerly owned, operated or leased leased, by the Borrower Holdings or any of its Subsidiaries that would could reasonably be expected to give rise to any cost, liability or obligation of Holdings, the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated Holdings, used, treated, stored, handled, the Borrower or any of its Subsidiaries have not disposed of or controlled arranged for disposal or treatment, transported or Released arranged for transport for disposal or treatment, of any Hazardous Materials at any location in a manner that would reasonably be expected to give rise to any cost liability of Holdings, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which neither Holdings, the Borrower or nor any of its Subsidiaries has expressly assumed is a party or undertaken responsibility for subject to any known order, decree or reasonably likely agreement which imposes any obligation or liability or obligation of under any other person arising under or relating to Environmental Laws , which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 3 contracts

Samples: Credit Agreement (TII Smart Solutions, Sociedad Anonima), Credit Agreement (EVERTEC, Inc.), Credit Agreement (EVERTEC, Inc.)

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty notice has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or owned, to the Borrower’s knowledge, operated or leased or formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used owned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date date hereof.

Appears in 3 contracts

Samples: Senior Unsecured Interim Loan Agreement (Harrahs Entertainment Inc), Credit Agreement (Caesars Acquisition Co), Credit Agreement (Harrahs Entertainment Inc)

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice , claim, demand, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Holdings’ or the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statues of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used owned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date date hereof.

Appears in 3 contracts

Samples: Amended and Restated Credit Agreement (Realogy Holdings Corp.), Letter of Credit Facility (NRT Settlement Services of Missouri LLC), Letter of Credit Facility (Realogy Corp)

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower Borrowers or any of its their Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the such Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Borrowers or any of its their Subsidiaries, (ii) each of the Borrower Borrowers and its their Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrowers’ knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower Borrowers or any of its their Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Borrowers or any of its their Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used owned, treated, stored, handled, disposed handled or controlled by the Borrowers or any of or controlled, their Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Borrowers or any of its their Subsidiaries under any Environmental Laws or Environmental Permits Laws, and (iv) there are no agreements in which the Borrower Borrowers or any of its their Subsidiaries has have expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date date hereof.

Appears in 3 contracts

Samples: Amended and Restated Revolving Credit Agreement (Berry Plastics Corp), Amended and Restated Revolving Credit Agreement (Berry Plastics Holding Corp), Amended and Restated Revolving Credit Agreement (Berry Plastics Group Inc)

Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice , ; request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries and their respective operations and properties are, and for the past three (3) years have been, in compliance with, and each of them has and for the past three (3) years has maintained all environmental permits, licenses and other approvals necessary for its operations to comply with with, all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) there has been no Release or threat of Release of any Hazardous Material is located at, on , under or under from any property currently owned, operated or leased or, to the Borrower’s knowledge, formerly owned, operated or leased leased, by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used owned, treated, stored, handled, disposed of or controlled, controlled by the Borrower or any of its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which neither the Borrower or nor any of its Subsidiaries has expressly assumed is a party or undertaken responsibility for subject to any known order, decree or reasonably likely agreement that imposes any obligation or liability or obligation of under any other person arising under or relating to Environmental Laws , which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 3 contracts

Samples: Credit Agreement (Sprouts Farmers Markets, LLC), Amended and Restated Credit Agreement (Sprouts Farmers Market, Inc.), Credit Agreement (Sprouts Farmers Market, Inc.)

Environmental Matters. Except as set forth in Schedule 4.01(r), as it may from time to matters that would not reasonably time be expected to have amended by the Borrower, individually or in the aggregate, a Material Adverse Effect: (i) no written notice Material Environmental Claim is pending or, request for information to the knowledge of the Borrower, order, complaint or penalty has been received by overtly threatened against the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries property or assets currently owned or leased thereby, and (ii) each to the knowledge of the Borrower and its Subsidiaries has all environmental permits Borrower, licenses and other approvals necessary for its operations to comply with all no Material Environmental Laws (“Environmental Permits”) and Claim is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on pending or under overtly threatened against any property currently or, to the Borrower’s knowledge, formerly owned, operated or assets previously owned or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Subsidiaries. Except as set forth in Schedule 4.01(r), and no Hazardous Material has been generated except in respect of matters that, used in the aggregate, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments cannot revealing anything that would reasonably be expected to result in a Material Environmental Claim or a Material Adverse Effect) Change, by or on behalf the operations of the Borrower or any of the and its Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date comply and have complied in all material respects with all applicable Environmental Laws.

Appears in 3 contracts

Samples: Integrated Health Services Inc, Integrated Health Services Inc, Integrated Health Services Inc

Environmental Matters. Except as to matters set forth in Schedule 4.15, as of the Closing Date: (i) the Loan Parties and their Subsidiaries are and have been in compliance with all Environmental Laws, except for such noncompliance that would not reasonably be expected to have result in Environmental Liabilities of the Loan Parties or their Subsidiaries in excess of $1,000,000 in the aggregate; (ii) the Loan Parties and their Subsidiaries have obtained, individually and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits could not reasonably be expected to result in Environmental Liabilities of the Loan Parties or their Subsidiaries in excess of $1,000,000 in the aggregate, a Material Adverse Effect: and all such Environmental Permits are valid, uncontested and in good standing; ( i iii) no written notice Loan Party and no Subsidiary of a Loan Party is involved in operations under Environmental Laws or knows of any facts, request for information circumstances or conditions under Environmental Laws, order including any Releases of Hazardous Materials, complaint that are likely to result in any Environmental Liabilities of such Loan Party or penalty Subsidiary which could reasonably be expected to be in excess of $1,000,000 in the aggregate, and no Loan Party or Subsidiary of a Loan Party has permitted any current or former tenant or occupant of the Real Estate to engage in any such operations; (iv) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that seeks damages, penalties, fines, costs or expenses in excess of $1,000,000 in the aggregate or injunctive relief against, or that alleges criminal misconduct by any Loan Party or any Subsidiary of a Loan Party; and (v) no notice has been received by the Borrower any Loan Party or any Subsidiary of its Subsidiaries a Loan Party identifying any of them as a “potentially responsible party” or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Loan Parties, there are no judicial facts, administrative circumstances or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything conditions that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Loan Parties or their Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned being identified as a “potentially responsible party” under CERCLA or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date analogous state statutes.

Appears in 3 contracts

Samples: Credit Agreement (Addus HomeCare Corp), Credit Agreement (Addus HomeCare Corp), Credit Agreement (Addus HomeCare Corp)

Environmental Matters. Except as set forth in Schedule 4.16 and except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used owned, treated, stored, handled, disposed handled or controlled by the Borrower or any of or controlled, its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date date hereof.

Appears in 3 contracts

Samples: Abl Credit Agreement (Constellium Holdco B.V.), Credit Agreement (Metals Usa Holdings Corp.), Abl Credit Agreement (Constellium Holdco B.V.)

Environmental Matters. Except as set forth in Schedule 5.09 (a) the Loan Parties and their Subsidiaries are in compliance with all Environmental Laws, except to matters the extent that would any such failure to comply (together with any resulting penalties, fines or forfeitures) have not reasonably be expected to have, individually had or in the aggregate, will not have a Material Adverse Effect : ; ( i b) no written all licenses, permits, registrations or approvals required for the conduct of the business of the Loan Parties and any Subsidiary under any Environmental Law have been secured and the applicable Borrower, Guarantor or Subsidiary is in compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith has not had or will not have a Material Adverse Effect; (c) neither any Loan Party nor any Subsidiary has received notice, request for information or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, complaint judgment, injunction, or penalty has been received by decree to which such Loan Party or such Subsidiary is a party or that would affect the Borrower ability of such Loan Party or such Subsidiary to operate any of its Subsidiaries property and no event has occurred and is continuing that, and with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder; (d) there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability claims under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits Claim”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on pending or under any property currently or, to the knowledge of any Borrower ’s knowledge , formerly owned, operated threatened which have had or leased by the Borrower or any of its Subsidiaries that would are reasonably be expected likely to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, have a Material Adverse Effect; and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, ( iv e) there are no agreements in which the Borrower facts, circumstances, conditions or occurrences on any property now or at any time owned, leased or operated by any Loan Party or any of its Subsidiaries has expressly assumed Subsidiary or undertaken responsibility for on any known or property adjacent to any such property that could reasonably likely liability or obligation be expected: (i) to form the basis of any other person arising Environmental Claim against any Loan Party or any Subsidiary or any property of any Loan Party or any Subsidiary; or (ii) to cause such property to be subject to any restrictions on the ownership, occupancy, use or transferability of such property under any Environmental Law, except in each such case, such Environmental Claims or relating to Environmental Laws, which restrictions that individually or in any such case has the aggregate have not been made available to the Administrative Agent prior to the Closing Date, had and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments will not revealing anything that would reasonably be expected to result in have a Material Adverse Effect ), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 3 contracts

Samples: Credit Agreement (Allied Motion Technologies Inc), Credit Agreement (Allied Motion Technologies Inc), Credit Agreement (Allied Motion Technologies Inc)

Environmental Matters. Except as to set forth on Schedule 3.15 or for matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint Environmental Claim or penalty has been received or incurred by the Borrower or any of its Restricted Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge knowledge of any of the Borrower or any Restricted Subsidiary, threatened against the Borrower or any of its Restricted Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Restricted Subsidiaries, (ii) each of the Borrower and each of its Restricted Subsidiaries has have obtained, and maintains in full force and effect, all environmental permits, registrations and licenses and other approvals to the extent necessary for the conduct of its businesses and operations to comply with as currently conducted, including for the construction of all Environmental Laws pipelines and facilities, ( “Environmental Permits” iii) the Borrower and each of its Restricted Subsidiaries is and has been in compliance with all applicable Environmental Laws, including the terms and conditions of such Environmental Permits permits, registrations and with all other licenses required under applicable Environmental Laws, ( iii iv) neither the Borrower nor any of its Restricted Subsidiaries is conducting, funding or responsible for any investigation, remediation, remedial action or cleanup of any Release or threatened Release of Hazardous Materials, (v) there has been no Release or threatened Release of Hazardous Material is located at, on or under Materials at any property currently or, to the Borrower’s knowledge knowledge of any of the Borrower or any of its Restricted Subsidiaries, formerly owned, operated or leased by the Borrower or any of its Restricted Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Restricted Subsidiaries under any Environmental Laws or Environmental Permits Claim against the Borrower or any of its Restricted Subsidiaries, and no Hazardous Material has been generated, used, treated, stored, handled, disposed owned or controlled by the Borrower or any of or controlled, its Restricted Subsidiaries and transported for disposal to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Restricted Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which Claim against the Borrower or any of its Subsidiaries, (vi) neither the Borrower nor any of its Restricted Subsidiaries has expressly assumed entered into any agreement or undertaken responsibility contract to assume, guarantee or indemnify a third party for any known Environmental Claims, and (vii) there are not currently and there have not been any underground storage tanks owned or reasonably likely liability operated by the Borrower or obligation any of its Restricted Subsidiaries or, to the knowledge of any other person arising under of the Borrower and each Restricted Subsidiary, present or relating to Environmental Laws, which in located on the Borrower’s or any such case has not been Restricted Subsidiaries’ Real Property. The Borrower and each of its Restricted Subsidiaries have made available to the Administrative Agent prior to the Closing Date date hereof all environmental audits, assessment reports and (v) there has been no other material written environmental assessment documents in its possession or audit conducted ( control with respect to the operations of, or any Real Property owned, operated or leased by, the Borrower and its Restricted Subsidiaries, other than customary assessments such audits, assessment reports and other environmental documents not revealing anything containing information that would reasonably be expected to result in any material Environmental Claims or liability to the Borrower and its Restricted Subsidiaries, taken as a Material Adverse Effect), by or on behalf whole. Representations and warranties of the Borrower or any of the its Restricted Subsidiaries of any property currently or, with respect to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available environmental matters are limited to the Administrative Agent prior to the Closing Date those in this Section 3.15 unless expressly stated.

Appears in 3 contracts

Samples: Amendment and Restatement Agreement (Summit Midstream Partners, LP), Third Amended and Restated Credit Agreement (Summit Midstream Partners, LP), Second Amended and Restated Credit Agreement (Summit Midstream Partners, LP)

Environmental Matters. Except as to set forth on Schedule 3.15 or for matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, notice of a request for information, order, complaint complaint, Environmental Claim or penalty has been received by the Borrower or any of its Borrower’s Subsidiaries, and there are no judicial, judicial or administrative or other actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against the Borrower or any of Borrower’s knowledge, threatened Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Borrower’s Subsidiaries, (ii) Borrower and each of the Borrower Borrower’s Subsidiaries have timely applied for, or obtained, and its Subsidiaries has as applicable maintains in full force and effect, all environmental permits, registrations and licenses and other approvals to the extent necessary for the conduct of its businesses and operations as currently conducted to comply with all Environmental Laws (“Environmental Permits”) and is is, and, within all surviving periods of applicable statutes of limitation, has been, in compliance with the terms and conditions of such Environmental Permits permits, registrations and licenses, and with all other Environmental Laws, (iii) none of the Borrower nor any of Borrower’s Subsidiaries is conducting or funding or known by Borrower to be responsible under Environmental Law for any investigation, remediation, remedial action or cleanup of any Release or threatened Release of Hazardous Materials arising from any of their operations, (iv) there has been no Release or threatened Release of Hazardous Material is located at, on or under Materials at any property currently or, to the knowledge of the Borrower ’s knowledge , formerly owned, operated or leased by the Borrower or any of its Borrower’s Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Borrower’s Subsidiaries under any Environmental Laws or Environmental Permits Claim against the Borrower or any of Borrower’s Subsidiaries, and and, to the knowledge of Borrower, no Hazardous Material has have been generated, used, treated, stored, handled, disposed of or controlled, transported for disposal to or Released at any location offsite real properties of Borrower or any of Borrower’s Subsidiaries in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Borrower’s Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which Claim against the Borrower or any of its Borrower’s Subsidiaries, (v) none of the Borrower nor any of Borrower’s Subsidiaries has expressly assumed entered into any written agreement or undertaken responsibility contract to assume, guarantee or indemnify a third party for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date Claims, and ( v vi) to the knowledge of the Borrower, there has are not currently and there have not been no material written environmental assessment any underground storage tanks owned or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), operated by the Borrower or any of Borrower’s Subsidiaries on behalf the Borrower’s or any Borrower’s Subsidiary’s real property. Representations and warranties of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available with respect to the Administrative Agent prior environmental matters are limited to the Closing Date those in this Section 3.15.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Frank's International N.V.), Revolving Credit Agreement (Frank's International N.V.), Revolving Credit Agreement (Frank's International N.V.)

Environmental Matters. Except as to set forth on Schedule 3.15 or for matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty Environmental Claim has been received or penalty incurred by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge knowledge of any of the Loan Parties, threatened against the Borrower or any of its Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and each of its Subsidiaries has have obtained, and maintains in full force and effect, all environmental permits, registrations and licenses and other approvals to the extent necessary for the conduct of its businesses and operations as currently conducted, including for the construction of all pipelines and facilities, to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and has been, in material compliance with the terms and conditions of such Environmental Permits permits, registrations and licenses, and with all other applicable Environmental Laws, (iii) neither the Borrower nor any of its Subsidiaries is conducting, funding or responsible for any investigation, remediation, remedial action or cleanup of any Release or threatened Release of Hazardous Materials, (iv) there has been no Release or threatened Release of Hazardous Material is located at, on or under Materials at any property currently or, to the Borrower’s knowledge knowledge of any of the Loan Parties, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, material liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or material Environmental Permits Claim against the Borrower or any of its Subsidiaries, and no Hazardous Material generated, owned or controlled by the Borrower or any of its Subsidiaries has been generated, used, treated, stored, handled, disposed of or controlled, transported for disposal to or Released at any location in a manner that would reasonably be expected to give rise to any cost, material liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or material Environmental Permits, (iv) there are no agreements in which Claim against the Borrower or any of its Subsidiaries and (v) neither the Borrower nor any of its Subsidiaries has expressly assumed entered into any agreement or undertaken responsibility contract to assume, guarantee or indemnify a third party for any known or reasonably likely liability or obligation Environmental Claims. The Borrower and each of any other person arising under or relating to Environmental Laws, which in any such case has not been its Subsidiaries have made available to the Administrative Agent prior to the Closing Date date hereof all material environmental audits, assessment reports and (v) there has been no other material written environmental assessment documents in its possession or audit conducted ( control with respect to the operations of, or any Real Property owned, operated or leased by, the Borrower and its Subsidiaries, other than customary assessments such audits, assessment reports and other environmental documents not revealing anything containing information that would reasonably be expected to result in any material Environmental Claims or liability to the Borrower and its Subsidiaries, taken as a Material Adverse Effect whole. For purposes of Section 7.01(a), each of the representations and warranties contained in parts (i) and (iv) of this Section 3.15 that are qualified by or on behalf the knowledge of the Borrower or any of the and its Subsidiaries of any property currently or, shall be deemed not to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date be so qualified.

Appears in 3 contracts

Samples: Amended and Restated Credit Agreement (SemGroup Corp), Credit Agreement (SemGroup Corp), Credit Agreement (Rose Rock Midstream, L.P.)

Environmental Matters. Except as set forth on Schedule 3.16 and as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty Environmental Claim has been received by the Borrower any Loan Party or any of its the Subsidiaries, or, to the knowledge of Holdings or any other Loan Party, threatened against any Loan Party or any of the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower any Loan Party’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its the Loan Parties or Subsidiaries, (ii) each of the Borrower Loan Parties and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and for the last three years has been, in compliance with the terms of such Environmental Permits permits, licenses and other approvals and with all other applicable Environmental Laws, (iii) to each Loan Party’s knowledge, no Hazardous Material is located or has been Released at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Loan Parties or Subsidiaries in amounts or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Loan Parties or Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used owned, treated, stored, handled, disposed handled or controlled by any of the Loan Parties or controlled, Subsidiaries and transported to or Released at any location in a manner amounts or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Loan Parties or Subsidiaries under any Environmental Laws or Environmental Permits Laws, and (iv) there are no agreements in which the Borrower or any of its the Loan Parties or Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws Laws (including any Environmental Claims), which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date date hereof.

Appears in 3 contracts

Samples: First Amendment (Verso Corp), Revolving Credit Agreement (Verso Corp), Amendment to Credit Agreement (Verso Corp)

Environmental Matters. Except as set forth on Schedule 3.16 or as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect : (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries , ( ii a) each of the Borrower and each of its Subsidiaries has is in compliance with all environmental Environmental Laws (including having obtained all permits, licenses and other approvals necessary required under any Environmental Law for the operation of its operations to comply with all Environmental Laws (“Environmental Permits”) business and is being in compliance with the terms of such Environmental Permits permits, licenses and with all other Environmental Laws approvals), ( iii b) neither the Borrower nor any of its Subsidiaries has received notice of or is subject to any pending, or to Borrower’s knowledge, threatened action, suit or proceeding alleging a violation of, or liability under, any Environmental Law that remains outstanding or unresolved, (c) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, other Subsidiary and no Hazardous Material has been generated, used owned, treated, stored, handled, disposed of handled or controlled, controlled by the Borrower or any other Subsidiary and transported to or Released at any location which, in a manner that each case, described in this clause (c), would reasonably be expected to give rise result in liability to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and ( iv d) there are no agreements in which the Borrower or any of its Subsidiaries other Subsidiary has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment Laws or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Hazardous Materials.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Smart & Final Stores, Inc.), Credit Agreement (Smart & Final Stores, Inc.), Credit Agreement (Smart & Final Stores, Inc.)

Environmental Matters. Except as to matters that set forth on Schedule 8.10 or as would not reasonably be expected to have not, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect ) : (i) each of Borrower and the Restricted Subsidiaries and each of their businesses, by operations and Real Property is in compliance with, and each has no liability under any Environmental Law; (ii) each of Borrower and the Restricted Subsidiaries has obtained all Permits required for, the conduct of their businesses and operations, and the ownership, operation and use of their assets, all as currently conducted, under any Environmental Law, all such Permits are valid and in good standing and, under the currently effective business plans of Borrower and the Restricted Subsidiaries, no expenditures or on behalf operational adjustments would reasonably be expected to be required during the next five years in order to renew or modify such Permits; (iii) there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased, operated or, to the knowledge of any Responsible Officer of Borrower or any of the Subsidiaries of any property currently or Restricted Subsidiaries, to the Borrower’s knowledge, formerly owned or leased used for waste disposal by the Borrower or any of the Restricted Subsidiaries, or any of their respective predecessors in interest that would reasonably be expected to result in liability to Borrower or any of the Restricted Subsidiaries that has not been made available under any Environmental Law; (iv) there is no Environmental Action pending or, to the Administrative Agent prior knowledge of any Responsible Officer of Borrower or any of the Restricted Subsidiaries, threatened, against Borrower or any of the Restricted Subsidiaries or, relating to real property currently or formerly owned, leased, operated or, to the Closing Date knowledge of any Responsible Officer of Borrower or any of the Restricted Subsidiaries, used for waste disposal, by Borrower or any of the Restricted Subsidiaries or relating to the operations of Borrower or the Restricted Subsidiaries; (v) none of Borrower or any of the Restricted Subsidiaries is obligated to perform any action or otherwise incur any expense under any Environmental Law pursuant to any legally binding order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of Borrower or any of the Restricted Subsidiaries is conducting or financing any Response Action pursuant to any Environmental Law with respect to any location; (vi) no circumstances exist that would reasonably be expected to (a) form the basis of an Environmental Action against Borrower or any of the Restricted Subsidiaries, or any of their Real Property, facilities or assets or (b) cause any such Real Property, facilities or assets to be subject to any restriction on ownership, occupancy, use or transferability under any Environmental Law; (vii) no real property or facility presently or formerly owned, operated or leased by Borrower or any of the Restricted Subsidiaries and, to the knowledge of any Responsible Officer of Borrower or any of the Restricted Subsidiaries, no real property or facility presently or formerly used for waste disposal by Borrower or any of the Restricted Subsidiaries or owned, leased, operated or used for waste disposal by any of their respective predecessors in interest is (a) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (b) included on any similar list maintained by any Governmental Authority including, without limitation, any such list relating to petroleum; (viii) no real property or facility presently or formerly owned, or presently leased or operated by Borrower or any of the Restricted Subsidiaries and, to the knowledge of any Responsible Officer of Borrower or any of the Restricted Subsidiaries, no real property or facility formerly leased or operated by Borrower or any of the Restricted Subsidiaries is listed on the Comprehensive Environmental Response, Compensation, and Liability Information System promulgated pursuant to CERCLA as potentially requiring future Response Action; (ix) no Lien has been recorded or, to the knowledge of any Responsible Officer of Borrower or any of the Restricted Subsidiaries, threatened under any Environmental Law with respect to any Real Property or other assets of Borrower or any of the Restricted Subsidiaries; and (x) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not affect the validity or require the transfer of any Permit held by Borrower or any of the Restricted Subsidiaries under any Environmental Law, and will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Requirements with respect to each of Borrower and the Restricted Subsidiaries or any of their respective predecessors in interest.

Appears in 3 contracts

Samples: Incremental Joinder Agreement (Churchill Downs Inc), First Lien Credit Agreement (Golden Entertainment, Inc.), Second Lien Credit Agreement (Golden Entertainment, Inc.)

Environmental Matters. Except as to matters that set forth on Schedule 8.10 or as would not reasonably be expected to have not, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect ) : (i) each of Borrower, by each Holding Company and the Restricted Subsidiaries and each of their businesses, operations and Real Property is and in the last five years has been in material compliance with, and each has no liability under any Environmental Law; (ii) each of Borrower, each Holding Company and the Restricted Subsidiaries has obtained all Permits material to, and required for, the conduct of their businesses and operations, and the ownership, operation and use of their assets, all as currently conducted, under any Environmental Law, all such Permits are valid and in good standing and, under the currently effective business plans of Borrower, the Holding Companies and the Restricted Subsidiaries, no material expenditures or on behalf operational adjustments would reasonably be expected to be required during the next five years in order to renew or modify such Permits; (iii) there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased, operated or, to the Borrower knowledge of any Responsible Officer of Borrower, any Holding Company or any of the Restricted Subsidiaries, used for waste disposal by Borrower, any Holding Company or any of the Restricted Subsidiaries, or any of their respective predecessors in interest that would reasonably be expected to result in liability to Borrower, the Holding Companies or any of the Restricted Subsidiaries of under any property currently Environmental Law; (iv) there is no Environmental Action pending or, to the knowledge of any Responsible Officer of Borrower ’s knowledge , formerly owned or leased by the Borrower any Holding Company or any of the Restricted Subsidiaries, threatened, against Borrower, any Holding Company or any of the Restricted Subsidiaries that has not been made available or, relating to real property currently or formerly owned, leased, operated or, to the Administrative Agent prior knowledge of any Responsible Officer of Borrower, any Holding Company or any of the Restricted Subsidiaries, used for waste disposal, by Borrower, any Holding Company or any of the Restricted Subsidiaries or relating to the Closing Date operations of Borrower, the Holding Companies or the Restricted Subsidiaries; (v) none of Borrower, any Holding Company or any of the Restricted Subsidiaries is obligated to perform any action or otherwise incur any expense under any Environmental Law pursuant to any legally binding order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of Borrower, any Holding Company or any of the Restricted Subsidiaries is conducting or financing any Response Action pursuant to any Environmental Law with respect to any location; (vi) no circumstances exist that would reasonably be expected to (a) form the basis of an Environmental Action against Borrower, any Holding Company or any of the Restricted Subsidiaries, or any of their Real Property, facilities or assets or (b) cause any such Real Property, facilities or assets to be subject to any restriction on ownership, occupancy, use or transferability under any Environmental Law; (vii) no real property or facility presently or formerly owned, operated or leased by Borrower, any Holding Company or any of the Restricted Subsidiaries and, to the knowledge of any Responsible Officer of Borrower, any Holding Company or any of the Restricted Subsidiaries, no real property or facility presently or formerly used for waste disposal by Borrower, any Holding Company or any of the Restricted Subsidiaries or owned, leased, operated or used for waste disposal by any of their respective predecessors in interests is (a) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (b) included on any similar list maintained by any Governmental Authority including, without limitation, any such list relating to petroleum; (viii) no real property or facility presently or formerly owned, or presently leased or operated by Borrower, any Holding Company or any of the Restricted Subsidiaries and, to the knowledge of any Responsible Officer of Borrower, any Holding Company or any of the Restricted Subsidiaries, no real property or facility formerly leased or operated by Borrower, any Holding Company or any of the Restricted Subsidiaries is listed on the Comprehensive Environmental Response, Compensation, and Liability Information System promulgated pursuant to CERCLA as potentially requiring future Response Action; (ix) no Lien has been recorded or, to the knowledge of any Responsible Officer of Borrower, any Holding Company or any of the Restricted Subsidiaries, threatened under any Environmental Law with respect to any Real Property or other assets of Borrower, any Holding Company or any of the Restricted Subsidiaries; and (x) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not affect the validity or require the transfer of any Permit held by Borrower, any Holding Company or any of the Restricted Subsidiaries under any Environmental Law, and will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Requirements with respect to each of Borrower, each Holding Company and the Restricted Subsidiaries or any of their respective predecessors in interest.

Appears in 3 contracts

Samples: Incremental Joinder Agreement (Red Rock Resorts, Inc.), Incremental Joinder Agreement (Red Rock Resorts, Inc.), Credit Agreement (Red Rock Resorts, Inc.)

Environmental Matters. Except as to matters that would specifically disclosed in Schedule 5.09(a) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no Effect:(a)each Loan Party and its properties are and have been in compliance with all Environmental Laws, which includes obtaining and maintaining all applicable Environmental Permits required under such Environmental Laws to carry on the business and operations of the Loan Parties;(b)the Loan Parties have not received any written notice, request for information, order, complaint or penalty has been received by the Borrower or notice that alleges any of its Subsidiaries them is in violation of or potentially liable under any Environmental Laws and none of the Loan Parties nor any of their properties is the subject of any claims, and there are no investigations, liens, demands or judicial, administrative or other actions, suits or arbitral proceedings pending or, to the knowledge of the Borrower ’s knowledge , threatened which allege a violation of or liability under any Environmental Laws, in each case relating Law or to the Borrower revoke or modify any Environmental Permit held by any of its Subsidiaries the Loan Parties;(c)there has been no release, (ii) each discharge or disposal of Hazardous Materials on, at, under or from any property owned, leased or operated by any of the Borrower and its Subsidiaries has all environmental permits Loan Parties, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the knowledge of the Borrower ’s knowledge , any property formerly owned, operated or leased by any Loan Party or arising out of the conduct of the Loan Parties that could reasonably be expected to require investigation, response or corrective action, or could reasonably be expected to result in the Borrower incurring liability, under Environmental Laws; and(d)there are no facts, circumstances or conditions arising out of or relating to the operations of the Loan Parties or any property owned, leased or operated by any of the Loan Parties or, to the knowledge of the Borrower, any property formerly owned, operated or leased by the Borrower Loan Parties or any of its Subsidiaries their predecessors in interest that would could reasonably be expected to give rise to any cost require investigation, liability response or obligation of the Borrower corrective action, or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would could reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or Loan Parties incurring liability, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date under Environmental Laws.

Appears in 3 contracts

Samples: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: Effect (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower Borrowers or any of its the Material Subsidiaries relating to Holdings, the Borrowers or any of the Material Subsidiaries, and there are no judicial, administrative or other actions, claims, suits or proceedings relating to Holdings, the Borrowers or any of the Material Subsidiaries pending or, to the Borrower’s knowledge knowledge of the Borrowers, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of Holdings, the Borrower Borrowers and its the Material Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its current operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) there has been no Hazardous written environmental audit Phase I or Phase II Environmental Assessment conducted since January 1, 2003 by Holdings, the Borrowers or any of the Material is located at, on or under Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned, operated owned or leased by Holdings, the Borrower Borrowers or any of its the Material Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date date hereof, and ( v iv) there has been no material written environmental assessment Release of any Hazardous Materials at, on, under or audit conducted from any property currently, or to the knowledge of Holdings, the Borrowers or any of the Material Subsidiaries formerly owned or leased by Holdings, the Borrowers or any of the Material Subsidiaries which would reasonably be expected to result in any liability of Holdings, the Borrowers or any of the Material Subsidiaries under any Environmental Law, ( other than customary assessments not revealing anything v) no Hazardous Material generated, owned or controlled by Holdings, the Borrowers or any of the Material Subsidiaries has been transported to, or treated or disposed of at, any location in a manner that would reasonably be expected to result in a Material Adverse Effect) any liability of any of them under any Environmental Laws, by or on behalf of (vi) neither Holdings, the Borrower Borrowers or any of the Material Subsidiaries of are currently conducting or financing, either individually or together with other potentially responsible parties, any property currently or investigation, response or other corrective action at any location pursuant to any Environmental Law, (vii) neither Holdings, the Borrower’s knowledge, formerly owned or leased by the Borrower Borrowers or any of the Material Subsidiaries that has not been made available contractually assumed or undertaken responsibility for any liability or obligation of any other Person arising under or relating to the Administrative Agent prior to the Closing Date Environmental Laws.

Appears in 3 contracts

Samples: Senior Bridge Loan Agreement (Loral Space & Communications Inc.), Senior Subordinated Bridge Loan Agreement (Loral Space & Communications Inc.), Credit Agreement (Loral Space & Communications Inc.)

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice notice of violation, request for information, order, complaint or assertion of penalty has been received by the Borrower or any of its the Restricted Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the knowledge of the Borrower ’s knowledge , threatened which allege a violation of or liability under any Environmental Laws Laws or concerning Hazardous Materials, in each case relating to the Borrower or any of its the Restricted Subsidiaries, (ii) each of the Borrower and its Restricted Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the Borrower or any of its the Restricted Subsidiaries in quantities or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Restricted Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed generated by or on behalf of the Borrower or controlled, any of the Restricted Subsidiaries that has been transported to or Released at or from any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits the Restricted Subsidiaries, and (iv) there are is no agreements agreement to which the Borrower or any of the Restricted Subsidiaries is a party in which the Borrower or any of its the Restricted Subsidiaries has expressly assumed or undertaken undertaken, or retained, responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws , which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 3 contracts

Samples: Credit Agreement (Generac Holdings Inc.), Credit Agreement (Generac Holdings Inc.), Credit Agreement (Generac Holdings Inc.)

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice notice of violation, request for information, order, complaint or assertion of penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the knowledge of the Borrower ’s knowledge , threatened which allege a violation of or liability under any Environmental Laws Laws or concerning Hazardous Materials, in each case relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge, or formerly owned, operated or leased by the Borrower or any of its the Subsidiaries in quantities or concentrations that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used, treated, stored, handled, disposed generated by or on behalf of the Borrower or controlled, any of the Subsidiaries that has been transported to or Released at or from any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits the Subsidiaries, and (iv) there are is no agreements agreement to which the Borrower or any of the Subsidiaries is a party in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken undertaken, or retained, responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws , which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 3 contracts

Samples: Credit Agreement (Tuesday Morning Corp/De), Commitment Letter (Tuesday Morning Corp/De), Credit Agreement (Tuesday Morning Corp/De)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: ( i a) no written notice, request for information, order, complaint or penalty Environmental Claim has been received by the Borrower any Loan Party or any of its Subsidiaries Material Subsidiary, and there are no judicial, administrative or other actions, suits or proceedings Environmental Claims pending or, to the Borrower any Loan Party’s knowledge, threatened which allege a violation of or liability under any Environmental Laws threatened, in each case relating to any Loan Party or Material Subsidiary or their respective properties or the Borrower or any of its Subsidiaries Mortgaged Vessels, ( ii b) each of the Borrower Loan Party and its Subsidiaries Material Subsidiary is in compliance with Environmental Laws, (c) each Loan Party and Material Subsidiary has all environmental permits, licenses and other approvals necessary required under Environmental Laws for its operations to comply with all Environmental Laws as currently conducted (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws Permits, ( iii d) no Hazardous Material is located at, on or under any property currently or, to the Borrower any Loan Party’s knowledge, formerly owned, operated or leased by the Borrower any Loan Party or any of its Subsidiaries Material Subsidiary or their predecessors that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Liability, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported to or Released at at, on, from, to or under any location or any Mortgaged Vessel in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits Liability, ( iv e) there are no agreements in which the Borrower any Loan Party or any of its Subsidiaries Material Subsidiary has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation Environmental Liability of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date person, and ( v f) there has been no material written environmental assessment or audit conducted since January 1, 2013 (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower any Loan Party or Material Subsidiary of any of the Subsidiaries of any property Mortgaged Vessels or properties currently or, to the Borrower any Loan Party’s knowledge, formerly owned or leased by the Borrower any Loan Party or any of the Subsidiaries Material Subsidiary that has not been made available to the Administrative Agent prior to the Closing Restatement Effective Date.

Appears in 3 contracts

Samples: Agreement (Norwegian Cruise Line Holdings Ltd.), Amended and Restated Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Third Amended and Restated Credit Agreement (Norwegian Cruise Line Holdings Ltd.)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: ( i a) no written notice, request for information, order, complaint or penalty has been received by the Borrower Parent or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to Parent or the Borrower’s Borrowers’ knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Parent or any of its Subsidiaries, ( ii b) each of the Borrower Parent and its Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, ( iii c) except as set forth on Schedule 3.16 (as may be updated prior to the Spinoff Date in a manner acceptable to the Administrative Agent), no Hazardous Material is located at, on or under any property currently or, to Parent or the Borrower’s Borrowers’ knowledge, formerly owned, operated or leased by the Borrower Parent or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Parent or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Parent or any of its Subsidiaries under any Environmental Laws or Environmental Permits, ( iv d) there are no agreements in which the Borrower Parent or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and ( v e) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower Parent or any of the Subsidiaries of any property currently or, to Parent or the Borrower’s Borrowers’ knowledge, formerly owned owned, operated or leased by the Borrower Parent or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Spinoff Date.

Appears in 3 contracts

Samples: Credit Agreement (Adient LTD), Credit Agreement (Johnson Controls Inc), Representations and Warrant (Adient PLC)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: ( i a) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, ( ii b) each of the Borrower and its Subsidiaries has all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, ( iii c) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, ( iv d) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and ( v e) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned owned, operated or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Appears in 3 contracts

Samples: Credit Agreement (Dollar Tree Inc), Amended Credit Agreement (Dollar Tree Inc), Amended Credit Agreement (Dollar Tree Inc)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is is, and in the prior eighteen (18)-month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Appears in 3 contracts

Samples: First Lien Credit Agreement (AP Gaming Holdco, Inc.), Incremental Assumption Agreement (AP Gaming Holdco, Inc.), AP Gaming Holdco, Inc.

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened threatened, (A) which allege a violation of or liability under any Environmental Laws, in each case Laws and (B) relating to the Borrower or any of its the Subsidiaries, (ii) each of the Borrower and its the Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located has been Released at, on or under any property currently owned or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released by the Borrower or any of the Subsidiaries at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation Obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf and in the possession, custody or control of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Sun Country Airlines Holdings, Inc.), Revolving Credit Agreement (Sun Country Airlines Holdings, Inc.), Revolving Credit Agreement (Sun Country Airlines Holdings, Inc.)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect : , (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any and the Restricted Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Borrower and each of its the Restricted Subsidiaries, and there are no judicial as the case may be, administrative or other actions, suits or proceedings pending or, to is currently doing business (including having obtained all Environmental Permits required for the Borrower’s knowledge, threatened which allege a violation operation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries business), (ii) each neither the Borrower nor any of the Borrower and its Restricted Subsidiaries has all environmental permits received written notice that it is subject to any pending, licenses or to the knowledge of the Borrower, threatened Environmental Claim and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by neither the Borrower or nor any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating Restricted Subsidiary is subject to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Liability.

Appears in 3 contracts

Samples: Amendment to Credit Agreement (GFL Environmental Holdings Inc.), Amendment to Credit Agreement (GFL Environmental Holdings Inc.), Term Loan Credit Agreement (GFL Environmental Holdings Inc.)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries and their respective operations and properties have complied, and are in compliance with, all Environmental Laws and each of them has all environmental permits, licenses and other approvals necessary for its their operations to comply with all Environmental Laws (“Environmental Permits” ) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws ), ( iii ii) there are no Hazardous Material is located at actions, on suits, claims, investigations, liens or under any property currently or proceedings pending, or to the Dutch Borrower’s knowledge, formerly owned, operated or leased by the threatened alleging that Dutch Borrower or any of its Subsidiaries is in violation of or subject to liability under any Environmental Law, (iii) to the Dutch Borrower’s knowledge there are no facts, circumstances, conditions or occurrences with respect to the past or present operations or properties of the Dutch Borrower or any of its Subsidiaries, or any of their respective predecessors, that would could reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws , which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 3 contracts

Samples: Second Lien Credit Agreement (Amaya Inc.), First Lien Credit Agreement (Amaya Inc.), First Lien Credit Agreement (Amaya Inc.)

Environmental Matters. Except as to matters that would not reasonably be expected to have expected, individually or in the aggregate, to have a Material Adverse Effect : , ( i a) no written notice the operations of Holdings, request for information, order, complaint or penalty the Borrower and each Restricted Subsidiary is and has been received in compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining and complying with all permits, licenses or other approvals required by Environmental Laws for the operation of the Business; (b) none of Holdings, the Borrower or any of its Subsidiaries Restricted Subsidiary is subject to, and there are no judicial has received notice of, administrative or other actions, suits or proceedings pending or, to the knowledge of Holdings and the Borrower , has been threatened with any Environmental Claim or potential Environmental Claim; and (c) to the knowledge of Holdings and the Borrower ’s knowledge , threatened which allege a violation there are no facts, circumstances or conditions arising out of or liability under any Environmental Laws, in each case relating to the operations of Holdings, the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on Restricted Subsidiary or under any real property currently or, to the Borrower’s knowledge, or formerly owned, leased, subleased, operated or leased otherwise occupied by or for Holdings, the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything Restricted Subsidiary that would reasonably be expected to result in a Material Adverse Effect) Holdings, by or on behalf of the Borrower or any of the Subsidiaries of Restricted Subsidiary incurring liabilities in connection with any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Environmental Claim.

Appears in 3 contracts

Samples: Credit Agreement (Macquarie Infrastructure Corp), Credit Agreement (Macquarie Infrastructure CO LLC), Credit Agreement (Macquarie Infrastructure Corp)

Environmental Matters. Except as to for such matters that would not be reasonably be expected to have cause, either individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the operations of the Borrower or any of and its Subsidiaries, Subsidiaries are and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any have been in compliance with all applicable Environmental Laws , in each case relating to the Borrower or any of its Subsidiaries, ; (ii) each of the Borrower and its Subsidiaries has possesses and maintains in effect all environmental permits, licenses licenses, authorizations and other approvals necessary for its operations to comply with all required under applicable Environmental Laws (“Environmental Permits”) with respect to the properties and is in compliance with business of the terms of such Environmental Permits Borrower and with all other Environmental Laws, its Subsidiaries; (iii) no Hazardous Material is located at neither the Borrower nor any of its Subsidiaries has received any written environmental claim, on notice or under request for information concerning any property currently or violation or alleged violation of any applicable Environmental Law, nor, to the Borrower’s knowledge, formerly owned is there any existing factual or legal basis for any such claim, operated notice or leased request for information; (iv) neither the Borrower nor any of its Subsidiaries has any knowledge of a release or threat of release of any Hazardous Substances in violation of any Environmental Law which would reasonably be expected to result in liability to the Borrower or any of its Subsidiaries at any of its Subsidiaries’ current or former properties or at any other property arising from its or any of its Subsidiaries’ current or former operations; (v) to the Borrower’s knowledge there are no writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits or proceedings pending relating to compliance by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to with any cost environmental permits, licenses, authorizations and approvals required under applicable Environmental Laws or liability or obligation of the Borrower or any of its Subsidiaries under any applicable Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, Law; and ( v vi) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or knowledge no Lien has been placed upon any of the Subsidiaries that has not been made available Borrower’s or its Subsidiaries’ properties (whether owned, leased or managed) under any Environmental Law. Notwithstanding any other provision of this Agreement to the Administrative Agent prior contrary (including, but not limited to, Section 5.09), the representations and warranties of the Borrower in this Section 5.10 constitute the sole representations and warranties of the Borrower with respect to the Closing Date any Environmental Law or Hazardous Substance.

Appears in 3 contracts

Samples: Amended and Restated Credit Agreement (Rti International Metals Inc), Credit Agreement (Rti International Metals Inc), Amended and Restated Credit Agreement (Rti International Metals Inc)

Environmental Matters. Except The Borrower and each Subsidiary is in material compliance with all applicable Environmental Laws and has been issued and currently maintains all required federal, state and local permits, licenses, certificates and approvals. Neither the Borrower nor any Subsidiary has been notified of any action, suit, proceeding or investigation which, and neither the Borrower nor any Subsidiary is aware of any facts which, (i) calls into question, or could reasonably be expected to call into question, compliance by the Borrower or any Subsidiary with any Environmental Laws, (ii) which seeks, or could reasonably be expected to form the basis of a meritorious proceeding, to suspend, revoke or terminate any license, permit or approval necessary for the generation, handling, storage, treatment or disposal of any Hazardous Material, or (iii) seeks to cause, or could reasonably be expected to form the basis of a meritorious proceeding to cause, any property of the Borrower or any Subsidiary or other Loan Party to be subject to any restrictions on ownership, use, occupancy or transferability under any Environmental Law, so long as to matters that would the effect of any of the foregoing could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect : (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 3 contracts

Samples: Credit Agreement (Coca Cola Bottling Group Southwest Inc), Credit Agreement (Texas Bottling Group Inc), Credit Agreement (Coca Cola Bottling Group Southwest Inc)

Environmental Matters. Except The Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws, except to the extent that the aggregate effect of all noncompliances could not reasonably be expected to have a Material Adverse Effect. There are no pending or, to the best knowledge of the Borrower and its Subsidiaries after due inquiry, threatened Environmental Claims, including any such claims (regardless of materiality) for liabilities under CERCLA relating to the disposal of Hazardous Materials, against the Borrower or any of its Subsidiaries or any real property, including leaseholds, owned or operated by the Borrower or any of its Subsidiaries, except such claims as to matters that would could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect : (i) no written notice . Except as could not reasonably be expected to have, request for information either individually or in the aggregate, order a Material Adverse Effect, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial facts, administrative circumstances, conditions or other actions occurrences on any real property, suits including leaseholds, owned or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would that, to the best knowledge of the Borrower and its Subsidiaries after due inquiry, could reasonably be expected (i) to give rise form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any such real property, or (ii) to cause any such real property to be subject to any cost restrictions on the ownership, liability occupancy, use or obligation transferability of such real property by the Borrower or any of its Subsidiaries under any applicable Environmental Laws Law. Hazardous Materials have not been Released on or Environmental Permits from any real property, and no Hazardous Material has been generated including leaseholds, used, treated, stored, handled, disposed of owned or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of operated by the Borrower or any of its Subsidiaries under any Environmental Laws where such Release, individually, or Environmental Permits when combined with other Releases, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws aggregate, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would may reasonably be expected to result in have a Material Adverse Effect ), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 3 contracts

Samples: Credit Agreement (Champion Industries Inc), Champion Industries Inc, Champion Industries Inc

Environmental Matters. Except The Borrower and each of its Subsidiaries is in compliance with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws, except to the extent that the aggregate effect of all noncompliances could not reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of the Borrower and its Subsidiaries, threatened Environmental Claims, including any such claims (regardless of materiality) for liabilities under CERCLA relating to the disposal of Hazardous Materials, against the Borrower or any of its Subsidiaries or any real property, including leaseholds, owned or operated by the Borrower or any of its Subsidiaries, except such claims as to matters that would could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect : (i) no written notice . Except as could not reasonably be expected to have, request for information either individually or in the aggregate, order a Material Adverse Effect, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial facts, administrative circumstances, conditions or other actions occurrences on any real property, suits including leaseholds, owned or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would that, to the knowledge of the Borrower and its Subsidiaries, could reasonably be expected (i) to give rise form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any such real property, or (ii) to cause any such real property to be subject to any cost restrictions on the ownership, liability occupancy, use or obligation transferability of such real property by the Borrower or any of its Subsidiaries under any applicable Environmental Laws Law. To the knowledge of the Borrower, Hazardous Materials have not been Released on or Environmental Permits from any real property, and no Hazardous Material has been generated including leaseholds, used, treated, stored, handled, disposed of owned or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of operated by the Borrower or any of its Subsidiaries under any Environmental Laws where such Release, individually, or Environmental Permits when combined with other Releases, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws aggregate, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would may reasonably be expected to result in have a Material Adverse Effect ), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 3 contracts

Samples: Lien Loan Agreement (Vantiv, Inc.), Amendment and Restatement Agreement (Fifth Third Bancorp), Vantiv, Inc.

Environmental Matters. a) Except as with respect to any matters that would not reasonably be expected to have that, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has could not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect ) , by none of the Borrower or on behalf any of the Restricted 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. (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect: (i) each Mortgaged Property is and has been in compliance with all Environmental Law and has obtained, maintained and complied with any permit, license or other approval required under any Environmental Law, (ii) there are no Environmental Liabilities that have arisen or exist in connection with or in any way relating to any of the Mortgaged Property and (iii) none of the Borrower or any of the Subsidiaries knows of any property currently or basis for any Environmental Liability in connection with or in any way relating to any of the Mortgaged Property. (c) There has been no environmental investigation, to study, audit, test, review or other analysis conducted that is within the Borrower’s knowledge possession, formerly owned custody or leased by control of the Borrower or any of the Subsidiaries that in relation to the current or prior business the Borrower or any Subsidiary or any property or facility now or previously owned, leased or operated by the Borrower or any Subsidiary, including the Mortgaged Properties, which has not been made available delivered to the Administrative Agent Lenders at least five days prior to the Closing Date date hereof. (d) For purposes of this Section, the terms “Borrower” and “Restricted Subsidiary” shall include any business or business entity which is, in whole or in part, a predecessor of the Borrower or any Restricted Subsidiary.

Appears in 3 contracts

Samples: Credit Agreement (Box Inc), Credit Agreement (Box Inc), Credit Agreement (Box Inc)

Environmental Matters. Except as a) The Company and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to matters the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect : (i) no written notice . All licenses, request permits, registrations or approvals required for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each business of the Borrower Company and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any each of its Subsidiaries under any Environmental Laws Law have been secured and the Company and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any Environmental Permits Laws, and no Hazardous Material event has been generated occurred and is continuing which, used with the passage of time or the giving of notice or both, treated would constitute noncompliance, stored, handled, disposed breach of or controlled default thereunder, transported except in each such case, such noncompliance, breaches or Released at any location defaults as would not reasonably be expected to, in the aggregate, have a manner that Material Adverse Effect. There are no Environmental Claims pending or, to the best knowledge of the Company, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to give rise have a Material Adverse Effect. (b) Hazardous Materials have not at any time been (i) generated, used, treated or stored on, or transported to or from, any cost, liability or obligation Real Property of the Borrower Company or any of its Subsidiaries under or (ii) released on any such Real Property, in each case where such occurrence or event is not in compliance with Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or and is reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in have a Material Adverse Effect ), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 3 contracts

Samples: Amended and Restated Credit Agreement (Om Group Inc), Registration Rights Agreement (Stoneridge Inc), Second Amended and Restated Credit Agreement (Om Group Inc)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) (i) no written notice, request for information, order, complaint Comply in all material respects with all Environmental Laws applicable to the ownership or penalty has been received use of any real property owned or leased by the such Borrower or any of its Subsidiaries, except where such noncompliance is not, in any case or in the aggregate, reasonably likely to have a Material Adverse Effect, (ii) include in all material contracts with tenants and there are no judicial other persons occupying such real property provisions to ensure such tenants’ compliance in all material respects with all such Environmental Laws, administrative and diligently enforce and prosecute its rights with respect to such provisions, (iii) pay or other actions cause to be paid in the case of sole liability, suits or proceedings pending or, in the case of joint liability, to seek contribution or compensation in respect of, all costs and expenses incurred in connection with such compliance, except in respect to costs and expenses that are being contested in good faith and for which such Borrower or such Subsidiary, as the Borrower’s knowledge case may be, threatened which allege shall have set aside on its books appropriate reserves, and except where failures to make such payments are not, in any case or in the aggregate, reasonably likely to have a violation Material Adverse Effect, and (iv) use its best efforts to keep or cause to be kept all such real property free and clear of or liability under any liens imposed pursuant to any Environmental Laws, except in each respect to liens that are being contested in good faith, and except in respect to liens the existence of which is not, in any case relating or in the aggregate, reasonably likely to have a Material Adverse Effect. (b) Neither such Borrower, nor any of its Subsidiaries will generate, use, treat, store, Release, or permit the generation, use, treatment, storage or Release of Hazardous Materials on any real property owned or leased by such Borrower or any of its Subsidiaries, (ii) each or transport or permit the transportation of the Borrower and its Subsidiaries has all environmental permits Hazardous Materials to or from any such real property, licenses and other approvals necessary 53 except for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been quantities generated, used, treated, stored, handled, disposed of or controlled, transported or Released at on, or transported to or from, such real property in the ordinary course of business in material compliance with all applicable Environmental Laws and, except for such generation, use, treatment or storage on, or transportation to or from, any location such real property of Hazardous Materials as is not, in any case or in the aggregate, reasonably likely to have a manner that would reasonably be expected Material Adverse Effect. (c) If the Administrative Agent receives any notice from such Borrower pursuant to give rise to subsection (d) of this Section 5.09 or if the Administrative Agent otherwise acquires knowledge of any cost, liability or obligation Environmental Claim which in the sole determination of the Required Lenders would have a Material Adverse Effect with respect to such Borrower then upon the written request of the Required Lenders, such Borrower will provide, at its sole cost and expense, an environmental site assessment report concerning any real property owned or leased by such Borrower or an affected Subsidiary prepared by an environmental consulting firm approved by the Required Lenders, indicating the presence or absence of Hazardous Materials and the potential costs of any removal or remedial action in connection with any Hazardous Materials on any real property owned or leased by such Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, Subsidiaries. ( iv d) there are no agreements in which the Such Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to will immediately advise the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf writing of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date. following:

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Weyerhaeuser Co), Revolving Credit Facility Agreement (Weyerhaeuser Co)

Environmental Matters. Except (a) (i) None of the Morton Entities is in material violation of any Environmental Law and all past violations have been resolved without any ongoing or pending costs or obligations that are material to the Business, (ii) the Morton Entities have obtained and are in material compliance with all Environmental Permits that are material to the operations of the Morton Entities as a whole, and any past non-compliance has been resolved without any ongoing or pending costs or obligations that are material to matters the Business, (iii) no Morton Entity has Released any Hazardous Materials that require any Remedial Action pursuant to Environmental Law that is or that would not reasonably be expected to have expected, individually or in the aggregate, a Material Adverse Effect: to be materially adverse to the operations of the Business, ( i iv) there has been no Release of any Hazardous Materials at any Owned Real Property that requires any Remedial Action pursuant to Environmental Law that is or that would reasonably beexpected, individually or in the aggregate, to be materially adverse to the operations of the Business, (v) no written notice Morton Entity is conducting or funding any Remedial Action that, request for information individually or in the aggregate, order, complaint or penalty has been received by is materially adverse to the Borrower or any operations of its Subsidiaries the Business, and (vi) there are is no judicial, administrative or other actions, suits or proceedings written Action pending or, to the Borrower Seller’s knowledge Knowledge, threatened which allege a in writing against any Morton Entity that relates to any violation of or liability under any Environmental Laws alleged violation of, in each case relating to the Borrower or any of its Subsidiaries Liability or alleged Liability under, (ii) each of the Borrower and its Subsidiaries has all environmental permits Environmental Law where such violation, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws alleged violation, (iii) no Hazardous Material is located at, on Liability or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that alleged Liability would reasonably be expected expected, individually or in the aggregate, to give rise be materially adverse to any cost, liability or obligation the operations of the Borrower Business; provided, that for purposes of the foregoing clause (a)(vi) of this Section 3.17, any Action that has been initiated but with respect to which process or any of its Subsidiaries other comparable notice has not been served on or delivered to a Morton Entity or Seller shall be deemed to be “threatened” rather than “pending”.(b) The representations and warranties contained in Section 3.17 are the only representations and warranties being made by the Seller in this Agreement with respect to compliance with or Liability under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of Permits or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise with respect to any cost environmental, liability health or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which safety matter related in any such case has not been made available way to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment this Agreement or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date its subject matter.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dow Chemical Co /De/), Stock Purchase Agreement (Rohm & Haas Co)

Environmental Matters. (a) Except as to matters that would not reasonably be expected to have set forth in Schedule 3.17, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or , to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws , in each case relating to the Borrower or any of its Subsidiaries case, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has as could not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect ) , the Borrower and its Restricted Subsidiaries have all Environmental Permits required for the conduct of its operations of the Real Property as they are currently being conducted. Except as would not reasonably be expected to result in a Material Adverse Effect, all required renewals of the Environmental Permits have been timely filed and the Borrower has no reason to believe any such Environmental Permits will not be reissued in due course without adverse conditions and without material expense or delay. (b) Except as set forth in Schedule 3.17, or, in each case, as could not reasonably be expected to result in a Material Adverse Effect , the operation of the Real Property has been and currently is in compliance with the Environmental Permits and Environmental Laws and neither the Borrower nor any of the restricted Subsidiaries have received any notice from any Governmental Authority or any third party alleging any non-compliance with or any potential liability under any Environmental Law or Environmental Permit. (c) Except as set forth in Schedule 3.17 or, in each case, as could not reasonably be expected to result in a Material Adverse Effect, (i) none of the properties currently owned or operated by or on behalf of the Borrower or any of its Restricted Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous state or local list nor, to the knowledge of the Borrower, is any property formerly owned or operated by or on behalf of the Borrower or any of the Restricted Subsidiaries of listed or proposed for listing on any such list; (ii) there are no and have never been any surface impoundments, pits, sumps or lagoons, or landfills or dumps, in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by or on behalf of the Borrower or any of its Restricted Subsidiaries or, to the knowledge of the Borrower ’s knowledge , on any property formerly owned or leased operated by the Borrower or any of the Restricted Subsidiaries except for such impoundments, pits, sumps or lagoons, or landfills or dumps, that have been removed from service or remediated in material compliance with Environmental Law; and (iii) to the knowledge of the Borrower, there has been no Release on, at or under any property currently or formerly owned or operated by the Borrower or any of the Restricted Subsidiaries, except as would not reasonably be expected to result in material Environmental Liability to the Borrower or any of the Restricted Subsidiaries. (d) Except as set forth in Schedule 3.17 or as would not reasonably be expected to result in a Material Adverse Effect, (i) neither the Borrower nor any of the Restricted Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous Materials or natural gas at, on or under any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or, to the knowledge of the Borrower, transported to or from, any property currently or formerly owned or operated by the Borrower or any of the Restricted Subsidiaries are either currently managed or have been disposed of in compliance with Environmental Laws. (e) As of the Closing Date, and at any time after the Closing Date unless such assumption or undertaking could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of the Restricted Subsidiaries has assumed or undertaken, whether by contract, operation of law or otherwise, any Environmental Liabilities of any other Person. (f) Except as otherwise would be subject to applicable privilege, the Borrower has made available to the Administrative Agent true and correct copies of any material environmental reports, studies or similar documents in the custody or control of the Borrower or any of the Restricted Subsidiaries relating to the Borrower, the Restricted Subsidiaries, their properties or the operation of their businesses and prepared prior to the Closing Date , other than such audits, assessment reports and other environmental documents not containing information that would reasonably be expected to result in any material Environmental Claims or liability to the Borrower and its Subsidiaries, taken as a whole.

Appears in 2 contracts

Samples: Credit Agreement (World Point Terminals, LP), Credit Agreement (World Point Terminals, LP)

Environmental Matters. (a) Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect : , (i) no written notice, request for information, order, complaint or penalty has been received by Holdings, the Borrower or any of its their respective Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, or threatened which allege a violation of or liability under any Environmental Laws Laws or any other Environmental Liability, in each case relating to Holdings, the Borrower or any of its their respective Subsidiaries, (ii) each of Holdings, the Borrower and its their respective Subsidiaries has all environmental permits, licenses and other approvals permits necessary for its operations to comply with all applicable Environmental Laws (“Environmental Permits”) and is is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such Environmental Permits permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at, on or under at any property currently or, to the Borrower’s knowledge knowledge of Holdings, the Borrower or any of their respective Subsidiaries, formerly owned, operated or leased by Holdings, the Borrower or any of its their respective Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of Holdings, the Borrower or any of its their respective Subsidiaries under any Environmental Laws or Environmental Permits Laws, and no Hazardous Material has been generated, used owned or controlled by Holdings, treated, stored, handled, disposed the Borrower or any of their respective Subsidiaries and transported to or controlled, transported or Released released at any location in a manner that would could reasonably be expected to give rise to any cost cause Holdings, liability or obligation of the Borrower or any of its their respective Subsidiaries under to incur any Environmental Laws or Environmental Permits Liability, and (iv) there are no acquisition or other agreements in pursuant to which Holdings, the Borrower or any of its their respective Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of Environmental Liability. (b) Except as set forth on Schedule 3.14 and except with respect to any other person arising under matters that, individually or relating to Environmental Laws in the aggregate, which in any such case has could not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect ) , by neither Holdings, the Borrower nor any of their respective Subsidiaries (i) has failed to comply with any Environmental Law or on behalf 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 Borrower matters set forth on Schedule 3.14 that, individually or any of in the Subsidiaries of any property currently or aggregate, to has resulted in, or materially increased the Borrower’s knowledge likelihood of, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date a Material Adverse Effect.

Appears in 2 contracts

Samples: Amended and Restated Credit Agreement (Xm Investment LLC), Amended and Restated Credit Agreement (Xm Investment LLC)

Environmental Matters. (a) Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect : , (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its the Restricted Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply are in compliance with all Environmental Laws in all jurisdictions in which the Borrower and each of the Restricted Subsidiaries, as the case may be, is currently doing business ( including having obtained all Environmental Permits” Permits required for the operation of the business) and (ii) neither the Borrower nor any of the Restricted Subsidiaries is in compliance with subject to any pending, or to the terms knowledge of such the Borrower, threatened Environmental Permits and with all Claim or other Environmental Laws, Liability. ( iii b) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by Neither the Borrower or nor any of its the Restricted Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, transported or disposed of Hazardous Materials at or controlled, transported from any of its current or Released at any location former real estate or facilities in a manner that would reasonably be expected to give rise to any cost have, liability individually or obligation of in the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits aggregate, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect ), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 2 contracts

Samples: Credit Agreement (M/a-Com Technology Solutions Holdings, Inc.), Credit Agreement (Casa Systems Inc)

Environmental Matters. (a) Except as with respect to any matters that would not reasonably be expected to have that, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has could not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect ) , by or on behalf none of the Borrower or any of the 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 property currently or claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.(b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect: (i) each Mortgaged Property is and has been in compliance with all Environmental Law and has obtained, maintained and complied with any permit, license or other approval required under any Environmental Law, (ii) there are no Environmental Liabilities that have arisen or exist in connection with or in any way relating to any of the Borrower’s knowledge, formerly owned or leased by Mortgaged Property and (iii) none of the Borrower or any of the Subsidiaries knows of any basis for any Environmental Liability in connection with or in any way relating to any of the Mortgaged Property.(c) There has been no material environmental investigation, study, audit, test, review or other analysis conducted that is within the possession, custody or control of the Borrower or any of the Subsidiaries in relation to the current or prior business the Borrower or any Subsidiary or any property or facility now or previously owned, leased or operated by the Borrower or any Subsidiary, including the Mortgaged Properties, which has not been made available delivered to the Administrative Agent Lenders at least five days prior to the Closing Date date hereof.(d) For purposes of this Section, the terms “Borrower” and “Subsidiary” shall include any business or business entity which is, in whole or in part, a predecessor of the Borrower or any Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Electronic Cigarettes International Group, Ltd.), Credit Agreement (Electronic Cigarettes International Group, Ltd.)

Environmental Matters. Except as (a) No Credit Party nor any of its Subsidiaries nor any of their respective current Facilities (solely during and with respect to matters that such Person’s ownership thereof) or operations, and to their knowledge, no former Facilities (solely during and with respect to any Credit Party’s or its Subsidiary’s ownership thereof), are subject to any outstanding order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (b) no Credit Party nor any of its Subsidiaries has received any letter or written request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law relating to any material Facility of the Borrower or any other Credit Party and a copy of which has not been delivered to the Administrative Agent; (c) there are and, to each Credit Party’s and its Subsidiaries’ knowledge, have been, no Hazardous Materials Activities which would reasonably be expected to form the basis of an Environmental Claim against such Credit Party or any of its Subsidiaries that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (d) no Credit Party nor any of its Subsidiaries has filed any material notice relating to any material Facility of the Borrower or any other Credit Party under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility (solely during and with respect to such Credit Party’s or its Subsidiary’s ownership thereof). Compliance with all current requirements pursuant to or under Environmental Laws would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect : (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 2 contracts

Samples: Amendment to Credit Agreement (Sun Communities Inc), Amendment to Credit Agreement (Sun Communities Inc)

Environmental Matters. Except (a) On the Closing Date, except as to matters that set forth on Schedule 4.13 or as would not reasonably be expected to have result in a material liability or obligation of Holdings or any Subsidiary or in a material impairment of the value of any Facility or the imposition of any material activity, use or deed restriction on such real property and (b) on each Credit Date, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by Holdings and the Borrower or any of its Subsidiaries Subsidiaries are, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws have been since March 2004, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply compliance with all applicable Environmental Laws and have obtained and are, and have been since March 2004, in compliance with the terms of any Governmental Authorizations required under such Environmental Laws (“Environmental Permits” ); (ii) and is in compliance with there are no Environmental Claims pending or, to the terms knowledge of such Environmental Permits and with all other Environmental Laws Holdings or any Subsidiary, threatened, against Holdings or any Subsidiary; (iii) no Hazardous Material is located at Lien, on or under any property currently other than a Permitted Lien, has been recorded or, to the Borrower’s knowledge knowledge of Holdings or any Subsidiary, formerly owned threatened under any Environmental Law with respect to any Facility owned by Holdings or any Subsidiary; (iv) neither Holdings nor any Subsidiary has assumed or accepted responsibility, operated either by contract or leased by operation of law, for any liability of any other Person under any Environmental Law; (v) there are no facts, circumstances, conditions, events or occurrences with respect to the Borrower past or present business, operations, properties or facilities of Holdings or any Subsidiary, or any of its Subsidiaries their respective predecessors, that would could reasonably be expected to give rise to any cost, liability or obligation of the Borrower Environmental Claim or any of its Subsidiaries liability under any Environmental Laws or Environmental Permits, Law; and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at (vi) neither Holdings nor any location in a manner that would reasonably be expected to give rise Subsidiary is subject to any cost order, liability consent decree or obligation binding agreement arising under Environmental Law, or has received any letter or request for information under Section 104(e) of the Borrower CERCLA or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date comparable state law.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (CVR Energy Inc), Credit and Guaranty Agreement (CVR Partners, Lp)

Environmental Matters. Except as (a) The Borrowers and the Subsidiaries are in compliance with all Environmental Laws, except to matters the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) have not had or will not have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrowers and any Subsidiary under any Environmental Law have been secured and the Borrowers and the Subsidiaries are in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith has not had or will not have a Material Adverse Effect. Neither any Borrower nor any Subsidiary has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order judgment, injunction, or decree to which each Borrower or such Subsidiary is a party or that would not reasonably be expected affect the ability of such Borrower or such Subsidiary to have operate any real property and no event has occurred and is continuing that, individually with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults, in the aggregate, have not had or will not have a Material Adverse Effect : (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there . There are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability claims under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits Claim”) and is in compliance with pending or to the terms knowledge of such Environmental Permits and with all other Environmental Laws Borrower, (iii) threatened which have had or will have a Material Adverse Effect. There are no Hazardous Material is located at facts, circumstances, conditions or occurrences on any real property now or under at any time owned, leased or operated by any Borrower or any Subsidiary or on any property currently or adjacent to any such real property, to the Borrower’s knowledge, formerly owned, operated or leased that are known by the Borrower or as to which any of its Subsidiaries such Borrower or any such Subsidiary has received written notice, that would could reasonably be expected expected: (i) to give rise to form the basis of any cost, liability Environmental Claim against any Borrower or obligation any Subsidiary or any real property of the Borrower or any Subsidiary; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of its Subsidiaries such real property under any Environmental Laws Law, except in each such case, such Environmental Claims or Environmental Permits, restrictions that individually or in the aggregate have not had and no will not have a Material Adverse Effect.(b) Hazardous Material has Substances have not at any time been (i) generated, used, treated treated or stored on, stored, handled, disposed of or controlled, transported or Released at to and from any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation real property of the Borrower or any of its Subsidiaries under Subsidiary or (ii) released on any such real property, in each case where such occurrence or event is not in compliance with Environmental Laws and has had or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in will have a Material Adverse Effect ), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date .

Appears in 2 contracts

Samples: Amended and Restated Loan Agreement (Moog Inc.), Amended and Restated Loan Agreement (Moog Inc)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint Any Environmental Claim against or penalty has been received by the liability of any Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability Subsidiary Owner under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries shall arise that would reasonably be expected to give rise to have a Material Adverse Effect or (ii) any cost, claim against or liability or obligation of the any Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner Subsidiary Owner shall arise that would reasonably be expected to give rise to any cost, liability or obligation have a Material Adverse Effect on the rights and interests of the Borrower Lenders under the Loan Documents, in each case of the foregoing clauses (i) and (ii), in connection with the uses and operations on or of the Real Estate Assets by or on behalf of the Borrowers or any Subsidiary of its Subsidiaries under Borrower, as applicable, based on a failure to comply with any applicable Environmental Laws and Environmental Permits or Environmental Permits, ( iv iii) there are no agreements in which the any Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation obtaining knowledge of any material environmental investigations, studies, audits, reviews or other person arising under analyses conducted by, or relating that are in the possession of, any Borrower in relation to Environmental Laws, which in any such case has the Real Estate Assets that have not previously been made available or disclosed to the Administrative Agent prior Lenders and the subsequent failure thereby to promptly notify or deliver same to the Closing Date Lenders, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that any of which would reasonably be expected to result in a Material Adverse Effect ), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date. ;

Appears in 2 contracts

Samples: Dip Credit Agreement (Hospitality Investors Trust, Inc.), Restructuring Support Agreement (Hospitality Investors Trust, Inc.)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) Other than as disclosed in Schedule 3.14 of the Mesa Disclosure Letter, no written material notice , notification, demand, request for information, order citation, summons or order has been received, and, to the Knowledge of Mesa, no complaint or has been filed, no penalty has been received by the Borrower assessed, and no Action or review (or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings basis therefor) is pending or, to the Borrower’s knowledge Knowledge of Mesa, is threatened which allege a violation by any Governmental Entity or other Person relating to Mesa or any Subsidiary and relating to or arising out of or liability under any Environmental Laws, in each case relating Law; (ii) to the Borrower Knowledge of Mesa, there are no material liabilities or obligations of Mesa or any of its Subsidiaries Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance and there is no condition, situation or set of circumstances that could reasonably be expected to result in or be the basis for any such liability or obligation; ( ( ii iii) each to the Knowledge of the Borrower and its Subsidiaries has all environmental permits Mesa, licenses and other approvals necessary no material expenditure will be required in order for its operations Armada to comply with all any Environmental Laws (“Environmental Permits”) and is in compliance effect at the time of the Closing in connection with the terms operation or continued operation of such Environmental Permits Mesa Sub or any facility or property now owned or operated by Mesa in a manner consistent with the current operation thereof by Mesa; and (iv) to the Knowledge of Mesa, there are no conditions with all respect to the soil, subsurface, surface waters, groundwater, atmosphere or any environmental medium, whether or not yet discovered, which could result in any material damage, loss, cost, expense or claim with respect to the Oil and Gas Interests. There has been no environmental investigation, study, audit, test, review or other Environmental Laws, (iii) no Hazardous Material is located at, on analysis conducted of which Mesa has Knowledge that identifies a material issue or under issues in relation to the current or prior business of Mesa or any of its Subsidiaries or any property currently or, to the Borrower’s knowledge, formerly owned, operated or facility now or previously owned or leased by the Borrower Mesa or any of its Subsidiaries that would reasonably be expected has not been delivered to give rise Armada prior to the date of this Agreement. For purposes of this Section 3.14, the terms “Mesa” and “Subsidiaries” shall include any cost, liability entity that is or obligation was a predecessor of the Borrower Mesa or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Subsidiaries.

Appears in 2 contracts

Samples: Asset Purchase Agreement and Plan of Reorganization (Mesa Energy Holdings, Inc.), Asset Purchase Agreement and Plan of Reorganization (Armada Oil, Inc.)

Environmental Matters. Except as to matters Buyer and each of its Subsidiaries are in material compliance with all Environmental Laws, and Buyer has no Knowledge that would Buyer or any of its Subsidiaries has not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received complied with all regulations and requirements promulgated by the Borrower Occupational Safety and Health Administration that are applicable to Buyer or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws except, in each case relating case, where such noncompliance has not had or is not reasonably likely to have a Material Adverse Effect on Buyer and its Subsidiaries taken as a whole. To the Borrower Knowledge of Buyer, there is no Litigation pending or threatened with respect to any violation or alleged violation of the Environmental Laws. To the Knowledge of Buyer, with respect to Assets of Buyer or any of its Subsidiaries, (ii) each including any Loan Property of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws any material loan, ( iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v a) there has been no material written environmental assessment spillage, leakage, contamination or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries release of any substances for which the appropriate remedial action has not been completed; (b) no owned or leased property currently or, to the Borrower’s knowledge, formerly is contaminated with or contains any hazardous substance or waste; and (c) there are no underground storage tanks on any premises owned or leased by the Borrower Buyer or any of its Subsidiaries, where in the case of each of clause (a) and (b) any such condition or occurrence has had or is reasonably likely to have a Material Adverse Effect on Buyer and its Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date taken as a whole.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Community Bancshares Inc /De/), Agreement and Plan of Merger (Superior Bancorp)

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or Each Obligor has, to the best knowledge of Borrower ’s knowledge 's executive officers, threatened which allege a violation of or liability under any Environmental Laws, obtained and maintained in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with effect all Environmental Laws Permits ( “Environmental Permits”) and is in compliance with or the terms of such applicable Person has initiated the necessary steps to transfer the Environmental Permits and with all other Environmental Laws into its name or obtain such permits), (iii) no Hazardous Material is located at, on or under any property currently or, the failure to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that obtain which would reasonably be expected to give rise have a Material Adverse Effect. Each Obligor and its Properties, business and operations have been and are, to any cost the best knowledge of Borrower's executive officers, liability or obligation in compliance with all applicable Requirements of the Borrower or any of its Subsidiaries under any Environmental Laws or Law and Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that the failure to comply with which would reasonably be expected to give rise have a Material Adverse Effect. Each Obligor and its Properties, business and operations are not, to the best knowledge of Borrower's executive officers (after making reasonable inquiry of the personnel and records of their respective Corporations), subject to any cost (a) Environmental Claims or (b) Environmental Liabilities, liability in either case direct or obligation of the Borrower contingent, arising from or based upon any of its Subsidiaries under any Environmental Laws act, omission, event, condition or Environmental Permits, (iv) there are no agreements in which the Borrower circumstance occurring or any of its Subsidiaries has expressly assumed existing on or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that date hereof which would reasonably be expected to result in have a Material Adverse Effect . None of the officers of Borrower have received nor is aware of any Obligor receiving any notice of any violation or alleged violation of any Requirements of Environmental Law or Environmental Permit or any Environmental Claim in connection with its Properties, liabilities, condition (financial or otherwise), by business or on behalf operations which would reasonably be expected to have a Material Adverse Effect. Borrower does not know of any event or condition with respect to currently enacted Requirements of Environmental Laws presently scheduled to become effective in the Borrower or future with respect to any of the Subsidiaries Properties of any property currently or Obligor which would reasonably be expected to have a Material Adverse Effect, to for which the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that applicable Person has not been made available to the Administrative Agent prior to the Closing Date good faith provisions in its business plan and projections of financial performance.

Appears in 2 contracts

Samples: Loan Agreement (HCC Insurance Holdings Inc/De/), HCC Insurance Holdings Inc/De/

Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or Each Obligor has, to the best knowledge of Borrower’s knowledge executive officers, threatened which allege a violation of or liability under any Environmental Laws, obtained and maintained in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with effect all Environmental Laws Permits ( “Environmental Permits”) and is in compliance with or the terms of such applicable Person has initiated the necessary steps to transfer the Environmental Permits and with all other Environmental Laws into its name or obtain such permits), (iii) no Hazardous Material is located at, on or under any property currently or, the failure to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that obtain which would reasonably be expected to give rise have a Material Adverse Effect. Each Obligor and its Properties, business and operations have been and are, to any cost the best knowledge of Borrower’s executive officers, liability or obligation in compliance with all applicable Requirements of the Borrower or any of its Subsidiaries under any Environmental Laws or Law and Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that the failure to comply with which would reasonably be expected to give rise have a Material Adverse Effect. Each Obligor and its Properties, business and operations are not, to the best knowledge of Borrower’s executive officers (after making reasonable inquiry of the personnel and records of their respective Corporations), subject to any cost (a) Environmental Claims or (b) Environmental Liabilities, liability in either case direct or obligation of the Borrower contingent, arising from or based upon any of its Subsidiaries under any Environmental Laws act, omission, event, condition or Environmental Permits, (iv) there are no agreements in which the Borrower circumstance occurring or any of its Subsidiaries has expressly assumed existing on or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that date hereof which would reasonably be expected to result in have a Material Adverse Effect . None of the officers of Borrower have received nor is aware of any Obligor receiving any notice of any violation or alleged violation of any Requirements of Environmental Law or Environmental Permit or any Environmental Claim in connection with its Properties, liabilities, condition (financial or otherwise), by business or on behalf operations which would reasonably be expected to have a Material Adverse Effect. Borrower does not know of any event or condition with respect to currently enacted Requirements of Environmental Laws presently scheduled to become effective in the Borrower or future with respect to any of the Subsidiaries Properties of any property currently or Obligor which would reasonably be expected to have a Material Adverse Effect, to for which the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that applicable Person has not been made available to the Administrative Agent prior to the Closing Date good faith provisions in its business plan and projections of financial performance.

Appears in 2 contracts

Samples: Loan Agreement (HCC Insurance Holdings Inc/De/), Loan Agreement (HCC Insurance Holdings Inc/De/)

Environmental Matters. Except (i) as set forth on Schedule 3.16 to matters the Original Credit Agreement or (ii) in respect of any other acts, omissions, events or circumstances that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower Bidco or any of its the Subsidiaries, and and, to Bidco’s knowledge, there are no judicial, administrative or other actions, suits or proceedings pending or or threatened, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower Bidco or any of its the Subsidiaries, (ii) each of Bidco and the Borrower and its Subsidiaries has all environmental permits, licenses and any other approvals of any Governmental Authority necessary for its respective business, properties and operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently or, to the Borrower Bidco’s knowledge, formerly owned, operated or leased by the Borrower Bidco or any of its the Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Bidco or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or of, controlled, or transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower Bidco or any of its the Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower Bidco or any of its the Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower Bidco or any of the Subsidiaries of any property currently or, to the Borrower Bidco’s knowledge, formerly owned owned, operated or leased by the Borrower Bidco or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Appears in 2 contracts

Samples: Amended and Restated First Lien Credit Agreement (Driven Brands Holdings Inc.), Amended and Restated Second Lien Credit Agreement (Driven Brands Holdings Inc.)

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: ( i a) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any each of Holdings and each of its Subsidiaries Subsidiaries is in compliance with all applicable Environmental Laws and, with respect to its current operations, has obtained and is in compliance with all permits required of it under Environmental Law, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge knowledge of Holdings or the Borrowers, threatened which allege a to revoke or rescind any such permit; (b) there are no claims, proceedings, investigations or notices of violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently pending or, to the Borrower’s knowledge knowledge of Holdings or the Borrowers, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower threatened against Holdings or any of its Subsidiaries under any Environmental Laws or Environmental Permits Law; (c) no Lien, and no Hazardous Material other than a Permitted Lien, has been generated recorded or, used to the knowledge of Holdings or the Borrowers, treated threatened under any Environmental Law with respect to any Real Property currently owned by Holdings or any of its Subsidiaries; (d) neither Holdings nor any of its Subsidiaries has contracted to assume or accept responsibility for any liability of any non-affiliated Person under any Environmental Law; and (e) there are no facts, stored circumstances, handled conditions or occurrences with respect to the past or present business or operations of Holdings, disposed any of its Subsidiaries or controlled any of their respective predecessors, transported or Released any Real Property or facility at any location in a manner time owned, leased or operated by Holdings, any of its Subsidiaries or any of their respective predecessors, that would could be reasonably be expected to give rise to any cost claim, proceeding, investigation, action or liability of or obligation of the Borrower against Holdings or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Law.

Appears in 2 contracts

Samples: Credit Agreement (Endeavour International Corp), Agreement (Endeavour International Corp)

Environmental Matters. Except as to matters that would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: ( i a) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any each of Holdings and each of its Subsidiaries Subsidiaries is in compliance with all applicable Environmental Laws and, with respect to its current operations, has obtained and is in compliance with all permits required of it under Environmental Law, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge knowledge of Holdings or the Payer, threatened which allege a to revoke or rescind any such permit; (b) there are no claims, proceedings, investigations or notices of violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located at, on or under any property currently pending or, to the Borrower’s knowledge knowledge of Holdings or the Payer, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower threatened against Holdings or any of its Subsidiaries under any Environmental Laws or Environmental Permits Law; (c) no Lien, and no Hazardous Material other than a Permitted Lien, has been generated recorded or, used to the knowledge of Holdings or the Payer, treated threatened under any Environmental Law with respect to any Real Property currently owned by Holdings or any of its Subsidiaries; (d) neither Holdings nor any of its Subsidiaries has contracted to assume or accept responsibility for any liability of any non-affiliated Person under any Environmental Law; and (e) there are no facts, stored circumstances, handled conditions or occurrences with respect to the past or present business or operations of Holdings, disposed any of its Subsidiaries or controlled any of their respective predecessors, transported or Released any Real Property or facility at any location in a manner time owned, leased or operated by Holdings, any of its Subsidiaries or any of their respective predecessors, that would could be reasonably be expected to give rise to any cost claim, proceeding, investigation, action or liability of or obligation of the Borrower against Holdings or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Law.

Appears in 2 contracts

Samples: Lc Procurement Agreement (Endeavour International Corp), Reimbursement Agreement (Endeavour International Corp)

Environmental Matters. Except as to matters that would not reasonably be expected to have could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: ( i) no written notice a)the Real Property and facilities currently, request for information and, order to the knowledge of any Loan Party, complaint formerly owned, leased or penalty has been received operated by the Borrower Holdings or any of its Subsidiaries Subsidiaries do not contain any Materials of Environmental Concern in amounts or concentrations that have given rise to or would give rise to liability of Holdings or any of its Restricted Subsidiaries under, and there are no judicial any Environmental Law;(b)no Loan Party has received any written notice of violation, administrative alleged violation, non-compliance, liability or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or potential liability under any Environmental Laws Laws with regard to any of the Real Property or facilities currently or formerly owned, in each case relating to the Borrower leased or operated by Holdings or any of its Subsidiaries Subsidiaries or the business operated by Holdings or any of its Restricted Subsidiaries (the “Properties”), (ii) each nor does any Loan Party have knowledge that any such notice will be received or is being threatened;(c)Materials of Environmental Concern have not been Released, transported or disposed of from the Borrower and Properties by or on behalf of Holdings or any of its Restricted Subsidiaries in violation of, or in a manner or to a location that has all environmental permits given rise to or would give rise to liability of Holdings or any of its Restricted Subsidiaries under, licenses and other approvals necessary for its operations to comply with all any Environmental Laws (“ Law, nor have any Materials of Environmental Permits”) and is in compliance with the terms Concern been Released, generated, treated, disposed of such Environmental Permits and with all other Environmental Laws, (iii) no Hazardous Material is located or stored at, on or under any property currently of the Properties in violation of, or in a manner that has given rise to or would give rise to liability of Holdings or any of its Restricted Subsidiaries under, any applicable Environmental Law;(d)no judicial proceeding or governmental or administrative action is pending or, to the Borrower’s knowledge knowledge of any Loan Party, formerly threatened, under any Environmental Law to which Holdings or any of its Restricted Subsidiaries is named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the business operated by Holdings or any of its Restricted Subsidiaries; and(e)Holdings, its Restricted Subsidiaries, the Real Property owned, leased or operated or leased by the Borrower Holdings or any of its Subsidiaries that would reasonably be expected to give rise and all operations at such Real Property are in compliance with all applicable Environmental Laws. The representations and warranties in this Section 5.17 are the sole representations and warranties of the Loan Parties with respect to any cost environmental, liability health or obligation of the Borrower or any of its Subsidiaries under any safety matters, including those relating to Environmental Laws or Materials of Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date Concern.

Appears in 2 contracts

Samples: Amendment and Restatement Agreement (Infrastructure & Energy Alternatives, Inc.), Amendment and Restatement Agreement (Infrastructure & Energy Alternatives, Inc.)