Environmental Quality. (a) The conduct of the Business complies in all material respects with all applicable Federal, state and local laws, ordinances and regulations pertaining to air and water quality, Hazardous Materials, waste, disposal or other environmental matters, including the Clean Water Act, the Clean Air Act, the Federal Water Pollution Control Act, the Solid Waste Disposal Act, the Resource Conservation Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, and the rules, regulations and ordinances of the cities and counties in which the Business is located, the Environmental Protection Agency and all other applicable Federal, state, regional and local agencies and bureaus. (b) The Information Systems Division (1) has never sent a Hazardous Material to a business site that, pursuant to any applicable Federal, state or local law, ordinance and regulation pertaining to environmental matters, (A) has been placed on the "National Priorities List" of hazardous waste sites, the "CERCLIS" list, or any similar state list, or (B) is subject to a claim, an administrative order or other request to take "removal" or "remedial" action, as defined in any applicable Federal, state or local law, ordinance and regulation pertaining to environmental matters, or to pay for the costs of cleaning up the site, (2) is in compliance in all material respects with all applicable Federal, state or local laws, ordinances and regulations pertaining to environmental matters in its conduct of the Business, (3) is not involved in any suit or proceeding or has received any notice or request for information from any governmental agency or authority or other third party with respect to a release or threatened release of any Hazardous Material in connection with its conduct of the Business or a violation or alleged violation of any applicable Federal, state or local law, ordinance and regulation pertaining to environmental matters in connection with its conduct of the Business, or has received notice of any claims from any person or entity relating to property damage or to personal injuries from exposure to any Hazardous Material in connection with its conduct of the Business, or (4) has failed to timely file any report required to be filed, failed to acquire all necessary certificates, approvals and permits or failed to generate and maintain all required data, documentation and records under all applicable Federal, state or local laws, ordinances and regulations pertaining to environmental matter.
Appears in 1 contract
Sources: Asset Purchase Agreement (California Microwave Inc)
Environmental Quality. (a) The Except as set forth on schedule 3.15(a), the conduct of the Business complies in all material respects with all applicable Federal, state and local lawslaws (including the common law), ordinances ordinances, rules and regulations relating to the injury to or the pollution or protection of human health and safety or the environment, including those pertaining to air and water quality, Hazardous Materials, waste, disposal or other environmental matters, including and the Clean Water Act, the Clean Air Act, the Federal Water Pollution Control Act, the Solid Waste Disposal Act, the Resource Conservation Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, and the rules, regulations and ordinances of the cities and counties in which the Business is located, the Environmental Protection Agency and all other applicable Federal, state, regional and local agencies and bureausbureaus (collectively, "Environmental Laws").
(b) The Information Systems Division Seller (1) ), to its knowledge, has never sent a Hazardous Material to a business Business site that, pursuant to any applicable Federal, state or local law, ordinance and regulation pertaining to environmental mattersEnvironmental Law, (A) has been placed listed or proposed for listing on the "National Priorities List" of hazardous waste sites, the "CERCLIS" list, or any similar state list, or (B) is subject to a claim, an administrative order or other request to take "removal" or "remedial" action, as defined in any applicable Federal, state or local law, ordinance and regulation pertaining to environmental mattersEnvironmental Laws, or that would require Seller to pay for the costs of cleaning up the site, (2) is in compliance in all material respects with all applicable Federal, state or local laws, ordinances and regulations pertaining to environmental matters Environmental Laws in its conduct of the Business, (3) is not involved in any suit or proceeding or has received any written notice or request for information from any governmental agency or authority or other third party that remains unresolved with respect to a release or threatened release of any Hazardous Material in connection with its conduct of the Business or a violation or alleged violation of any applicable Federal, state or local law, ordinance and regulation pertaining to environmental matters Environmental Laws in connection with its conduct of the Business, or and has not received written notice of any claims from any person or entity relating to property damage or to personal injuries from exposure to any Hazardous Material in connection with its conduct of the Business, or and (4) has not received written notice that it has failed to timely file any report required to be filed, nor has Seller failed to acquire all any necessary certificates, approvals approvals, licenses, authorizations and permits or failed to generate and maintain all any required data, documentation and records under all applicable FederalEnvironmental Laws.
(c) Seller has not engaged in any operations or activities upon the Assets or any real property included in the Assets or the Business for the purpose of or in any way involving the handling, state manufacture, treatment, processing, storage, use, generation, release, discharge, spilling, emission, dumping or local lawsdisposal of any Hazardous Materials at, ordinances on, under or from such real property, except in compliance with all applicable Environmental Laws.
(d) To Seller's knowledge, all Assets are in compliance, with applicable Environmental Laws and regulations pertaining there are no conditions existing with respect to environmental matterany of the Assets or the Business that require, or which with the giving of notice or the passage of time or both will reasonably likely require "removal" or "remedial" action, monitoring or closure pursuant to any applicable Environmental Laws.
Appears in 1 contract
Sources: Asset Purchase Agreement (Comtech Telecommunications Corp /De/)