Environmental Representations. All the Seller’s representations set forth in this Clause 14 are true and accurate as at the date of this Agreement and shall be reiterated on the Closing Date, as evidenced by the certificate to be delivered by the Seller to the Purchaser in accordance with Clause 7.2. Table of Contents (i) The Entities Carrying Out the T&D Activities have all Environmental Authorisations. The Entities Carrying Out the T&D Activities have made such reports, filings and declarations as may have been required in respect of the above in particular at the time of their having ceased to use sites with respect to which the Companies may incur an Environmental Liability. The Seller is not aware of circumstances that would interfere with the obtaining of any permit renewal or the issuance or modification required for any planned operations or facility expansions. Save as described in the Existing Reports and save for any Remedial Actions which shall be recommended by Environmental Experts in accordance with Clause 14, no investment, including Remedial Actions, is required to comply with Environmental Regulations or Environmental Authorisations. The Entities Carrying Out the T&D Activities have at all times strictly complied with Environmental Regulations (including any Environmental Regulation relating to Asbestos or any other Hazardous Substance potentially injurious to public health and safety) or Environmental Authorisations. During a three-year period prior to the date hereof, the Seller has received no written notice of any civil, criminal, regulatory or administrative action, claim or suit alleging the violation of Environmental Regulations or Environmental Authorisations. During a three-year period prior to the date hereof, the Seller has received no written notice that either a governmental authority is intending to revoke or suspend any Environmental Authorisation to materially amend any Environmental Authorisation which is required to enable the continued operation of the T&D Activities. (ii) The Entities Carrying Out the T&D Activities have always complied, in all material respects, with Environmental Regulations in particular applicable to the T&D Activities and to the sites upon which the T&D Activities were or have been operated or which were or have been owned or used by the Entities Carrying Out the T&D Activities. There have not been any prohibitions or injunctions as regards Environmental Regulations which would limit the completion of the transaction contemplated in this Agreement. Table of Contents (iii) The Entities Carrying Out the T&D Activities have not incurred any Environmental Liability. In particular: – none of the Entities Carrying Out the T&D Activities has handled, recycled, imported, dumped or preserved any waste resulting from any product, packaging, process or activity whatsoever in breach of any Environmental Regulations or Environmental Authorisations – none of the Properties owned, occupied or held by any of the Entities Carrying Out the T&D Activities have released any Hazardous Substance in the environment or are or have been subject to any contamination of the environment prohibited by any Environmental Regulation and none of the former Properties have released any Hazardous Substance in breach of Environmental Regulations during their period of ownership, operation or holding by any of the Entities Carrying Out the T&D Activities; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors in interest (i.e. persons or entities of which an Entity carrying out the T&D Activities is a successor or that has previously used Properties) has been identified as a potentially responsible party with respect to, or received a request for information pursuant to, any Environmental Regulation related to any contaminated or previously contaminated Properties or former Properties; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors has been requested to indemnify another person or contribute towards the monitoring, investigation or clean-up costs of any contaminated or previously contaminated site, Properties or former Property. (iv) There are no pending or threatened claims, actions or proceedings arising under Environmental Regulations with respect to any Properties owned, occupied or held by any of the Entities Carrying Out the T&D Activities nor, to the Sellers’ knowledge, does any basis for such claim, action or proceedings exist. The Entities Carrying Out the T&D Activities are not subject to any order, decree, injunction, directive or so far as the Seller is aware to any investigation by any public entity or to any indemnity, agreement or other obligation to any third party relating to an Environmental Liability.
Appears in 1 contract
Sources: Share Purchase Agreement (Alstom)
Environmental Representations. All the Seller’s representations set forth in this Clause 14 are true and accurate as at the date of this Agreement and shall be reiterated on the Closing Date, as evidenced by the certificate to be delivered by the Seller to the Purchaser in accordance with Clause 7.2. Table of Contents
Except for (i) The Entities Carrying Out the T&D Activities have all Environmental Authorisations. The Entities Carrying Out the T&D Activities have made such reports, filings and declarations as may have been required matters disclosed in respect Section 3.17(i) of the above in particular at Seller Disclosure Letter and (ii) recognized environmental conditions, soil and groundwater contamination and any non-compliance with Environmental Law which is identified with particularity on the time face of their having ceased to use sites with respect to which the Companies may incur an Environmental Liability. The Seller is not aware of circumstances that would interfere with the obtaining of any permit renewal or the issuance or modification required for any planned operations or facility expansions. Save as described such disclosure in the Existing Reports Phase I, Phase II and save other environmental documents and reports listed in Section 3.17(ii) of the Seller Disclosure Letter:
(a) The Business has for any Remedial Actions which shall be recommended by Environmental Experts in accordance with Clause 14, no investment, including Remedial Actions, is required to comply with Environmental Regulations or Environmental Authorisations. The Entities Carrying Out the T&D Activities have at all times strictly complied with Environmental Regulations five (including any Environmental Regulation relating to Asbestos or any other Hazardous Substance potentially injurious to public health and safety5) or Environmental Authorisations. During a three-year period years prior to the date hereofhereof been operated, and is currently, in material compliance with all applicable Environmental Laws and all permits, certifications, licenses, approvals, registrations and authorizations required by such Environmental Laws (“Environmental Permits”).
(b) Section 3.17(b) of the Seller Disclosure Letter lists all material Environmental Permits required to own or operate the Transferred Real Property and the Business as currently owned and operated. Seller has and maintains all such Environmental Permits and all such Environmental Permits are in full force and effect, and Seller has not received any written or, to Seller’s Knowledge, verbal notice alleging an Environmental Claim that either (x) is unresolved or (y) was received since January 1, 2010. Seller has not been advised in writing by any Governmental Authority of any material change in the status or terms and conditions of any material Environmental Permits.
(c) None of Seller, the Seller has Acquired Companies or the Selling Subsidiaries have received no in connection with the Business, the Business Assets or the Transferred Real Property any written or, to Seller’s Knowledge, verbal notice of any civilclaim, criminalcitation, regulatory summons, order, complaint, notice of violation, lawsuit, penalty or administrative actioninvestigation directly or indirectly related to (i) any actual or alleged violation by Seller, claim a Selling Subsidiary or suit alleging the violation an Acquired Company of Environmental Regulations or Environmental Authorisations. During a three-year period prior to the date hereof, the Seller has received no written notice that either a governmental authority is intending to revoke or suspend any Environmental Authorisation to materially amend any Environmental Authorisation which is required to enable the continued operation of the T&D Activities.
Law, (ii) The Entities Carrying Out the T&D Activities any actual or alleged failure of Seller, a Selling Subsidiary or an Acquired Company to have always compliedor comply with any Environmental Permit, in all material respects, with Environmental Regulations in particular applicable to the T&D Activities and to the sites upon which the T&D Activities were or have been operated or which were or have been owned or used by the Entities Carrying Out the T&D Activities. There have not been any prohibitions or injunctions as regards Environmental Regulations which would limit the completion of the transaction contemplated in this Agreement. Table of Contents
(iii) The Entities Carrying Out the T&D Activities have not incurred any Environmental Liability. In particular: – none Release or disposal of the Entities Carrying Out the T&D Activities has handled, recycled, imported, dumped or preserved any waste resulting from any product, packaging, process or activity whatsoever in breach of any Environmental Regulations or Environmental Authorisations – none of the Properties owned, occupied or held by any of the Entities Carrying Out the T&D Activities have released any Hazardous Substance in connection with the environment Business or are or have been subject to any contamination of the environment prohibited by Transferred Real Property, (iv) any Environmental Regulation Claim with respect to the Business, the Business Assets or the Transferred Real Property or (v) any Environmental Condition related to the Transferred Real Property, any of which either (x) is unresolved or (y) was received since January 1, 2010.
(d) There has not been, and none is not occurring, at any Transferred Real Property any material Releases or threatened material Release of the former Properties have released any Hazardous Substance Substances except for Releases occurring in breach material compliance with Environmental Laws. In connection with the Business, Seller has handled, stored, discharged and disposed of all Hazardous Substances in material compliance with Environmental Regulations during their period of ownershipLaws.
(e) To Seller’s Knowledge, operation or holding by any of the Entities Carrying Out the T&D Activities; – none of the Entities Carrying Out the T&D Activities except as would not result in material liability to Buyer, neither Seller nor any of their predecessors its Subsidiaries has in interest connection with the Business sent, arranged for disposal or treatment, arranged with a transporter for transport for disposal or treatment, transported, or accepted for transport any Hazardous Substances to a facility, site or location, which, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or any similar state or local Law (i.e. persons or entities of which an Entity carrying out the T&D Activities is a successor or that has previously used Properties“CERCLA”), (i) has been identified as placed, or is proposed to be placed, on the National Priorities List or its state equivalent or (ii) is subject to a claim, administrative order or other request to effect removal or take remedial action. Seller has not received any written requests for information, potentially responsible party letters or general or special notices within the past five (5) years or that are unresolved alleging that it is or may be liable under CERCLA in connection with respect to, the Acquired Companies or received a request for information pursuant to, any Environmental Regulation related to any contaminated or previously contaminated Properties or former Properties; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors has been requested to indemnify another person or contribute towards the monitoring, investigation or clean-up costs of any contaminated or previously contaminated site, Properties or former PropertyBusiness.
(ivf) There are no pending Section 3.17(f) of the Seller Disclosure Letter contains a complete list of all material reports and studies in the possession or threatened claimscontrol of Seller relating to the Environmental Condition of the Transferred Real Property, actions Environmental Claims relating to the Business or proceedings arising under Environmental Regulations the Transferred Real Property and with respect to any Properties owned, occupied or held by any compliance of the Entities Carrying Out Transferred Real Property with Environmental Laws. Seller has provided Buyer with access to complete copies of all such reports and studies.
(g) To Seller’s Knowledge, no facts, circumstances or conditions exist that could reasonably be expected to result in a material liability to Buyer under any Environmental Law or in connection with the T&D Activities normanufacture, to the Sellers’ knowledgemarketing, does use, sale or distribution of asbestos, asbestos-containing materials, silica, mixed dust (or any basis for such claim, action or proceedings exist. The Entities Carrying Out the T&D Activities are not subject to any order, decree, injunction, directive or so far as the Seller is aware to any investigation by any public entity or to any indemnity, agreement or other obligation to any third party relating to an Environmental Liabilitycombination thereof).
Appears in 1 contract
Sources: Purchase Agreement (Teleflex Inc)
Environmental Representations. All the Seller’s representations set forth in this Clause 14 are true and accurate (a) Except as at the date of this Agreement and shall be reiterated disclosed on the Closing DateSchedule 3.15, as evidenced by the certificate to be delivered by the Seller to the Purchaser in accordance with Clause 7.2. Table of Contents
(i) The Entities Carrying Out the T&D Activities have all Environmental Authorisations. The Entities Carrying Out the T&D Activities have made such reports, filings and declarations as may have been required in respect of the above in particular at the time of their having ceased to use sites or with respect to which the Companies may incur an Environmental Liability. The Seller is individual matters as would not aware of circumstances that would interfere with the obtaining of any permit renewal or the issuance or modification required for any planned operations or facility expansions. Save as described result in the Existing Reports Business incurring material Environmental Liabilities:
(1) the Business is and save for any Remedial Actions has been in compliance with all Environmental Laws, which shall be recommended compliance includes obtaining, maintaining in good standing, and complying with all Permits required by applicable Environmental Experts in accordance with Clause 14, no investment, including Remedial Actions, is required to comply with Laws (“Environmental Regulations or Environmental Authorisations. The Entities Carrying Out Permits”);
(2) the T&D Activities have at all times strictly complied with Environmental Regulations (including any Environmental Regulation relating to Asbestos or any other Hazardous Substance potentially injurious to public health and safety) or Environmental Authorisations. During a three-year period prior to the date hereofSeller, the Seller has Selling Subsidiaries and the Transferred Companies have not received no any unresolved written notice of any civilcitation, criminalsummons, regulatory order, complaint, penalty, claim, investigation or administrative actionreview by any Governmental Authority in connection with the Business (x) with respect to any violation or alleged violation by the Business of any applicable Environmental Law, claim (y) with respect to any alleged failure of the Business to have or suit alleging the violation of Environmental Regulations or Environmental Authorisations. During a three-year period prior to the date hereof, the Seller has received no written notice that either a governmental authority is intending to revoke or suspend comply with any Environmental Authorisation Permit or (z) with respect to materially amend any Environmental Authorisation which is required to enable the continued operation generation, treatment, storage, recycling, transportation, Release or threatened Release or disposal of the T&D Activities.
(ii) The Entities Carrying Out the T&D Activities have always complied, in all material respects, with Environmental Regulations in particular applicable to the T&D Activities any Hazardous Substance and to the sites upon which Knowledge of Seller or the T&D Activities were Selling Subsidiaries, no such notice, citation, summons, order, complaint, penalty, claim, investigation or have review against or involving the Business has been operated or which were or have been owned or used by threatened;
(3) the Entities Carrying Out Seller, Selling Subsidiaries and the T&D Activities. There Transferred Companies have not been received any prohibitions unresolved written request for information, notice of claim, demand or injunctions as regards Environmental Regulations which would limit the completion of the transaction contemplated in this Agreement. Table of Contents
(iii) The Entities Carrying Out the T&D Activities have not incurred any Environmental Liability. In particular: – none of the Entities Carrying Out the T&D Activities has handled, recycled, imported, dumped or preserved any waste resulting from any product, packaging, process or activity whatsoever in breach of any Environmental Regulations or Environmental Authorisations – none of the Properties owned, occupied or held by notification that any of the Entities Carrying Out the T&D Activities have released any Hazardous Substance in the environment them is or are or have been subject may be potentially responsible with respect to any contamination of the environment prohibited by any Environmental Regulation and none of the former Properties have released any Hazardous Substance in breach of Environmental Regulations during their period of ownership, operation or holding by any of the Entities Carrying Out the T&D Activities; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors in interest (i.e. persons or entities of which an Entity carrying out the T&D Activities is a successor or that has previously used Properties) has been identified as a potentially responsible party with respect to, or received a request for information pursuant to, any Environmental Regulation related to any contaminated or previously contaminated Properties or former Properties; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors has been requested to indemnify another person or contribute towards the monitoring, investigation or clean-up costs of any contaminated threatened or previously contaminated site, Properties or former Propertyactual Release of any Hazardous Substance generated in connection with the Business.
(iv4) There are no pending or threatened claimsNeither the Seller, actions or proceedings arising under Environmental Regulations Selling Subsidiaries nor the Transferred Companies with respect to the Real Property have filed a written notification of a Release or threat of Release which the Seller, Selling Subsidiaries or Transferred Companies are required under applicable Environmental Laws to investigate and/or clean-up;
(5) to Seller’s Knowledge, no facts, circumstances or conditions exist with respect to the Business of any Properties ownedReal Property or former real property owned or operated in connection with the Business that would reasonably be expected to result in the Business incurring unbudgeted Environmental Liabilities.
(b) Except as disclosed on Schedule 3.15, occupied no consent, approval or held authorization of any environmental Governmental Authority is required to be obtained by any Seller, the Selling Subsidiaries or Transferred Companies in connection with the execution and delivery of this Agreement or the consummation of the Entities Carrying Out transactions contemplated under this Agreement.
(c) Seller and the T&D Activities norSelling Subsidiaries have provided or otherwise made available to Buyer copies of all material environmental reports, assessments, and investigations related to the Sellers’ knowledge, does Business and any basis for such claim, action and all material non-privileged audits or proceedings exist. The Entities Carrying Out the T&D Activities are not subject other documentation related to any orderEnvironmental Liabilities of the Business in the possession, decree, injunction, directive custody or so far as control of the Seller is aware or the Selling Subsidiaries.
(d) The representations contained in this Section 3.15 shall be the exclusive representations and warranties with respect to any investigation by any public entity or to any indemnityenvironmental matters (including, agreement or other obligation to any third party relating to an without limitation, Environmental LiabilityLiabilities, compliance with applicable Environmental Laws and Hazardous Substances).
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Crown Holdings Inc)
Environmental Representations. All Except as expressly identified in the Seller’s representations set forth Environmental Report:
(a) The Company and the Project comply, and have at all times complied, with all Environmental Requirements applicable to the Project, including, without limitation, the use, maintenance and operation of the Project, and all activities and conduct of business related thereto, including, without limitation, the treatment, remediation, removal, transport, storage and/or disposal of any Contaminant, and no material capital expenditures are anticipated to maintain or achieve compliance with Environmental Requirements;
(b) The Company has obtained or has taken appropriate steps, as required by Environmental Requirements, to obtain all Environmental Approvals necessary for the construction and operation of the Project and any activities or conduct related thereto, all such Environmental Approvals already obtained are in good standing, and the Company and the Project are currently in material compliance with all terms and conditions of such Environmental Approvals. No material change in the facts or circumstances reported or assumed in the applications for or the granting of such Environmental Approvals exists. There are not any proceedings pending or threatened which would jeopardize the validity of any such Environmental Approvals;
(c) Except as disclosed to the Collateral Trustee and each Bondholder in writing prior to the date this Clause 14 are true and accurate as representation is made, the Company has not received any written notice that any of the third parties with which the Company has arranged, engaged or contracted to accept, treat, transport, store, dispose or remove any Contaminant generated at or under or present at the Project, or which otherwise participate or have participated in activities or conduct related to the Project, were not properly permitted at the relevant time to perform the foregoing activities or conduct;
(d) Except as disclosed to the Collateral Trustee and each Bondholder in writing prior to the date this representation is made, the Company has no written notice that it is subject to any investigation, and is not subject to any judicial or administrative proceeding, notice, order, judgment, decree or settlement, alleging or addressing in connection with the Project and any activities or conduct related thereto (A) any material violation of any Environmental Requirements, (B) any material Remedial Action, or (C) any material Environmental Damages, claims or liabilities and costs arising from the Release or threatened Release of any Contaminant;
(e) No Environmental Lien has attached to any portion of the Project, and the Company shall not cause or suffer any action or occurrence that will allow an Environmental Lien to attach;
(f) Except as disclosed to the Collateral Trustee and each Bondholder in writing prior to the date this Agreement representation is made, the Company has not received, and shall is not otherwise aware of, any notice, claim or other communication concerning (A) any alleged violation of any Environmental Requirements at or affecting the Project, whether or not corrected to the satisfaction of the appropriate authority, (B) any alleged liability for Environmental Damages arising out of or related to or affecting the Project, or (C) any alleged liability arising out of or related to or affecting the Project for the Release or threatened Release of a Contaminant at any location, and there exists no writ, injunction, decree, order or judgment outstanding, nor, to the knowledge of the Company, any lawsuit, claim, proceeding, citation, directive, summons or investigation, pending or threatened, concerning Environmental Requirements relating to the condition, ownership, use, maintenance or operation of the Project, or the suspected presence of Contaminants thereunder, thereon or therefrom, nor does the Company believe that there exists any reasonable basis for such lawsuit, claim, proceeding, citation, directive, summons or investigation being instituted or filed;
(g) Except as disclosed to the Collateral Trustee and each Bondholder in writing prior to the date this representation is made, to the knowledge of the Company, there has been no Release or threatened Release of any Contaminants for which a Remedial Action must be reiterated taken at, to, under or from or affecting the Project;
(h) The Project is not listed or proposed for listing on the Closing DateNational Priorities List (“NPL”) pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, as evidenced by amended (“CERCLA”), or listed on the certificate Comprehensive Environmental Response Compensation Liability Information System List (“CERCLIS”) or any similar state list of sites, and the Company is not aware of any conditions at the Project which, if known to be delivered by a Governmental Authority, would qualify the Seller to the Purchaser in accordance with Clause 7.2. Table of ContentsProject for inclusion on any such list;
(i) The Entities Carrying Out Except as disclosed to the T&D Activities have all Environmental Authorisations. The Entities Carrying Out Collateral Trustee and each Bondholder in writing prior to the T&D Activities have made such reportsdate this representation is made, filings and declarations as may have been required in respect neither the Company nor, to the knowledge of the above Company, any contractor engaged in particular connection with the Project has transported or arranged for the transport of any Contaminant from the Project to any facility or site for the purpose of treatment or disposal which (A) is included on the NPL, or (B) is or was, at the time of their having ceased disposal, subject to use sites a Remedial Action requirement (other than routine, anticipated regulatory requirements, including, but not limited to, closure-related corrective action obligations affecting closed solid waste management units at such facility) issued under the federal Resource Conservation and Recovery Act or any state, local or foreign solid or hazardous waste regulatory law, or (C) at the time of the disposal was subject to a governmental enforcement action with respect to which the Companies may incur an Environmental Liability. The Seller is not aware of circumstances that would interfere with the obtaining alleged violations of any permit renewal or Environmental Requirements;
(j) Except as disclosed to the issuance or modification required for any planned operations or facility expansions. Save as described Collateral Trustee and each Bondholder in the Existing Reports and save for any Remedial Actions which shall be recommended by Environmental Experts in accordance with Clause 14, no investment, including Remedial Actions, is required to comply with Environmental Regulations or Environmental Authorisations. The Entities Carrying Out the T&D Activities have at all times strictly complied with Environmental Regulations (including any Environmental Regulation relating to Asbestos or any other Hazardous Substance potentially injurious to public health and safety) or Environmental Authorisations. During a three-year period writing prior to the date hereofthis representation is made, neither the Seller Company nor, to the knowledge of the Company, any contractor engaged in connection with the Project has received no written notice engaged in or permitted any operations or activities upon, or any use or occupancy of, or affecting the Project or any portion thereof, for the purpose of or in any way involving the illegal or improper Release, discharge, refining or dumping of any civilContaminant or the illegal or improper handling, criminalstorage, regulatory use or administrative actiondisposal of any Contaminant, claim nor has the Company caused any Contaminant to be deposited, released, stored, disposed, leached or suit alleging otherwise come to be located on, under, in or about the violation Site, nor to the knowledge of Environmental Regulations the Company has any Contaminant migrated from the Site onto or Environmental Authorisations. During a three-year period underneath other properties;
(k) Except as disclosed to the Collateral Trustee and each Bondholder in writing prior to the date hereofthis representation is made, to the knowledge of the Company, there is not constructed, placed, deposited, stored, disposed nor located on or affecting the Project any asbestos in any form which has become or threatens to become friable;
(l) Except as disclosed to the Collateral Trustee and each Bondholder in writing prior to the date this representation is made, to the knowledge of the Company, there is not constructed, placed, deposited, released, stored, disposed, leached nor located on the Project any polychlorinated biphenyls (“PCBs”) or transformers, capacitors, ballasts, or other equipment which contain dielectric fluid containing PCBs;
(m) Except as disclosed to the Collateral Trustee and each Bondholder in writing prior to the date this representation is made, to the Company’s knowledge, the Seller Company has no liability, and has neither received no written notice that either a governmental authority nor is intending to revoke otherwise aware of any notice, claim or suspend any Environmental Authorisation to materially amend any Environmental Authorisation which is required to enable other communication alleging liability on the continued operation part of the T&D Activities.
(ii) The Entities Carrying Out Company, for the T&D Activities have always complied, in all material respects, with Environmental Regulations in particular applicable to the T&D Activities and to the sites upon which the T&D Activities were or have been operated or which were or have been owned or used by the Entities Carrying Out the T&D Activities. There have not been any prohibitions or injunctions as regards Environmental Regulations which would limit the completion of the transaction contemplated in this Agreement. Table of Contents
(iii) The Entities Carrying Out the T&D Activities have not incurred any Environmental Liability. In particular: – none of the Entities Carrying Out the T&D Activities has handled, recycled, imported, dumped or preserved any waste resulting from any product, packaging, process or activity whatsoever in breach violation of any Environmental Regulations or Requirements, for Environmental Authorisations – none of the Properties owned, occupied or held by any of the Entities Carrying Out the T&D Activities have released any Hazardous Substance in the environment or are or have been subject to any contamination of the environment prohibited by any Environmental Regulation and none of the former Properties have released any Hazardous Substance in breach of Environmental Regulations during their period of ownership, operation or holding by any of the Entities Carrying Out the T&D Activities; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors in interest (i.e. persons or entities of which an Entity carrying out the T&D Activities is a successor or that has previously used Properties) has been identified as a potentially responsible party with respect toDamages, or received a request for information pursuant to, any Environmental Regulation related to any contaminated the Release or previously contaminated Properties or former Properties; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors has been requested to indemnify another person or contribute towards the monitoring, investigation or clean-up costs threatened Release of any contaminated or previously contaminated site, Properties or former Property.Contaminant in connection with the Project;
(ivn) There are no pending or threatened claims, actions or proceedings arising under Environmental Regulations with respect Except as disclosed to any Properties owned, occupied or held by any of the Entities Carrying Out Collateral Trustee and each Bondholder in writing prior to the T&D Activities nordate this representation is made, to the Sellers’ knowledgeknowledge of the Company, does there are no aboveground or underground storage tanks (whether or not currently in use), nor has there ever been any basis for such claimtanks, action located on, under or proceedings exist. The Entities Carrying Out affecting the T&D Activities are Project; and
(o) Except as disclosed in writing to the Collateral Trustee and each Bondholder in writing prior to the date this representation is made, the Company has not subject given any notice to any order, decree, injunction, directive insurance carrier or so far as the Seller is aware to any investigation by any public entity or to any indemnity, agreement or other obligation to any third party insurance broker that there has been an occurrence relating to an Environmental Liabilitythe management or Release of Contaminants on, from, under or affecting the Project.
Appears in 1 contract
Sources: Bond Assumption and Exchange Agreement (Mississippi Power Co)
Environmental Representations. All (a) Parent and each Subsidiary conduct in the Seller’s representations set forth ordinary course of business a review of the effect of Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations, and properties, and as a result thereof Parent and each Subsidiary have reasonably concluded that such Environmental Laws and claims could not, individually or in this Clause 14 are true the aggregate, reasonably be expected to cause a Material Property Event.
(b) After due inquiry and accurate as at the date of this Agreement and shall be reiterated on the Closing Date, as evidenced by the certificate to be delivered by the Seller to the Purchaser investigation in accordance with Clause 7.2. Table good commercial or customary practices to determine whether contamination is present on any Borrowing Base Property or elsewhere in connection with any activity on such Borrowing Base Property, without regard to whether Administrative Agent or any Lender has or hereafter obtains any knowledge or report of Contents
(i) The Entities Carrying Out the T&D Activities have all Environmental Authorisations. The Entities Carrying Out the T&D Activities have made environmental condition of such reportsBorrowing Base Property, filings and declarations except as may have been required be indicated in respect of the above environmental assessment reports delivered to Administrative Agent prior to the Closing Date in particular at the time of their having ceased to use sites connection with respect to which the Companies may incur an Environmental Liability. The Seller is not aware of circumstances that would interfere its due diligence investigations in connection with the obtaining Loans: (a) during the period of Parent’s or any Subsidiaries’ ownership of any permit renewal Borrowing Base Property, such Borrowing Base Property has not been used for industrial or the issuance manufacturing purposes, for landfill, dumping, or modification required other waste disposal activities or operations, for generation, storage, use, sale, treatment, processing, recycling, or disposal of any Hazardous Material, for underground or aboveground storage tanks, or for any planned operations or facility expansions. Save as described in the Existing Reports other use that could give rise to a Material Property Event; to Parent’s and save for any Remedial Actions which shall be recommended by Environmental Experts in accordance with Clause 14each Subsidiaries’ knowledge, no investment, including Remedial Actions, is required such use of any Borrowing Base Property occurred at any time prior to comply with Environmental Regulations or Environmental Authorisations. The Entities Carrying Out the T&D Activities have at all times strictly complied with Environmental Regulations (including any Environmental Regulation relating to Asbestos period of Parent’s or any other Hazardous Substance potentially injurious Subsidiaries’ ownership of such Borrowing Base Property; and to public health Parent’s and safety) or Environmental Authorisations. During a three-year period each Subsidiaries’ knowledge, no such use on any adjacent property occurred at any time prior to the date hereofhereof which could reasonably be expected to cause a Material Property Event; (b) to Parent’s and each Subsidiaries’ knowledge, the Seller there is no Hazardous Material, storage tank (or similar vessel) whether underground or otherwise, sump or well currently on any Borrowing Base Property which could reasonably be expected to cause a Material Property Event; (c) neither Parent nor any Subsidiary has received any notice and has no written notice knowledge of any civilEnvironmental Claim or any completed, criminalpending or proposed or threatened investigation or inquiry concerning the presence or release of any Hazardous Material on any Borrowing Base Property or any adjacent property or concerning whether any condition, regulatory use or administrative action, claim activity on any Borrowing Base Property or suit alleging the any adjacent property is in violation of Environmental Regulations or Environmental Authorisations. During a three-year period prior to the date hereof, the Seller has received no written notice that either a governmental authority is intending to revoke or suspend any Environmental Authorisation to materially amend Requirement; (d) the present conditions, uses, and activities on any Borrowing Base Property does not violate any Environmental Authorisation Requirement and the use of any Borrowing Base Property which is required Parent or any Subsidiary (and each tenant and subtenant, if any) makes and intends to enable make of any Borrowing Base Property complies and will comply with all applicable Environmental Requirements; (e) no Borrowing Base Property appears on and to Parent’s and each Subsidiaries’ knowledge have ever been on the continued operation National Priorities List, any federal or state “superfund” or “superlien” list, or any other list or database of the T&D Activitiesproperties maintained by any local, state, or federal agency or department showing properties which are known to contain or which are suspected of containing a Hazardous Material; (f) neither Parent nor any Subsidiary has ever applied for and been denied environmental impairment liability insurance coverage relating to any Borrowing Base Property; and (g) neither Parent or any Subsidiary has, nor have, to Parent’s and each Subsidiaries’ knowledge, any tenants or subtenants, obtained any permit or authorization to construct, occupy, operate, use, or conduct any activity on any Borrowing Base Property by reason of any Environmental Requirement.
(iic) The Entities Carrying Out Even though Borrower may have provided Administrative Agent with an Environmental Assessment or other environmental report together with other relevant information regarding the T&D Activities have always complied, in all material respects, with Environmental Regulations in particular applicable to the T&D Activities and to the sites upon which the T&D Activities were or have been operated or which were or have been owned or used by the Entities Carrying Out the T&D Activities. There have not been any prohibitions or injunctions as regards Environmental Regulations which would limit the completion environmental condition of the transaction contemplated Borrowing Base Properties, Borrower acknowledges and agrees that Administrative Agent is not accepting the Borrowing Base Properties as security for the Obligations based on that assessment, report, or information. Rather Administrative Agent has relied on the representations and warranties of Borrower in this Agreement. Table of Contents
(iii) The Entities Carrying Out Agreement and the T&D Activities have Mortgages, and Administrative Agent is not incurred any Environmental Liability. In particular: – none of the Entities Carrying Out the T&D Activities has handled, recycled, imported, dumped or preserved any waste resulting from any product, packaging, process or activity whatsoever in breach of any Environmental Regulations or Environmental Authorisations – none of the Properties owned, occupied or held by waiving any of the Entities Carrying Out the T&D Activities have released any Hazardous Substance its rights and remedies in the environment or are or have been subject to any contamination environmental provisions of this Agreement, the environment prohibited by any Environmental Regulation and none of the former Properties have released any Hazardous Substance in breach of Environmental Regulations during their period of ownership, operation or holding by any of the Entities Carrying Out the T&D Activities; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors in interest (i.e. persons or entities of which an Entity carrying out the T&D Activities is a successor or that has previously used Properties) has been identified as a potentially responsible party with respect toMortgages, or received a request for information pursuant to, any Environmental Regulation related to any contaminated or previously contaminated Properties or former Properties; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors has been requested to indemnify another person or contribute towards the monitoring, investigation or clean-up costs of any contaminated or previously contaminated site, Properties or former Propertyother Loan Document.
(iv) There are no pending or threatened claims, actions or proceedings arising under Environmental Regulations with respect to any Properties owned, occupied or held by any of the Entities Carrying Out the T&D Activities nor, to the Sellers’ knowledge, does any basis for such claim, action or proceedings exist. The Entities Carrying Out the T&D Activities are not subject to any order, decree, injunction, directive or so far as the Seller is aware to any investigation by any public entity or to any indemnity, agreement or other obligation to any third party relating to an Environmental Liability.
Appears in 1 contract
Environmental Representations. All the Seller’s representations set forth in this Clause 14 are true and accurate as at the date of this Agreement and shall be reiterated on the Closing Date, as evidenced by the certificate Landlord represents to be delivered by the Seller to the Purchaser in accordance with Clause 7.2. Table of ContentsTenant that:
(i) The Entities Carrying Out the T&D Activities have all Environmental Authorisations. The Entities Carrying Out the T&D Activities have made such reports, filings and declarations as may have been required in respect of the above in particular at the time of their having ceased to use sites with respect to which the Companies may incur an Environmental Liability. The Seller is not aware of circumstances that would interfere with the obtaining of any permit renewal or the issuance or modification required for any planned operations or facility expansions. Save as described in the Existing Reports and save for any Remedial Actions which shall be recommended by Environmental Experts in accordance with Clause 14, no investment, including Remedial Actions, is required to comply with Environmental Regulations or Environmental Authorisations. The Entities Carrying Out the T&D Activities have Premises has at all times strictly complied with Environmental Regulations (including any Environmental Regulation relating to Asbestos or any other Hazardous Substance potentially injurious to public health and safety) or Environmental Authorisations. During a three-year period prior to the date hereof, the Seller has received no written notice of any civil, criminal, regulatory or administrative action, claim or suit alleging the violation of Environmental Regulations or Environmental Authorisations. During a three-year period prior to the date hereof, the Seller has received no written notice that either a governmental authority is intending to revoke or suspend any Environmental Authorisation to materially amend any Environmental Authorisation which is required to enable the continued operation since Landlord’s purchase of the T&D ActivitiesPremises been used only in connection with the business of sales, rentals, storage, maintenance, manufacture, repair and other operations typically associated with the business of Tenant as conducted on the Commencement Date.
(ii) The Entities Carrying Out the T&D Activities have always complied, in all Landlord is not aware of any material respects, with information relating to any Environmental Regulations in particular applicable to the T&D Activities and to the sites upon which the T&D Activities were or have been operated or which were or have been owned or used by the Entities Carrying Out the T&D Activities. There have not been any prohibitions or injunctions as regards Environmental Regulations which would limit the completion Condition of the transaction contemplated Premises, other than the information contained in the Phase I Environmental Site Assessment (the “Phase I Site Assessment”), a copy of which will be provided to Tenant within five (5) days of the date of this Agreement. Table of Contents.
(iii) The Entities Carrying Out the T&D Activities have not incurred any Environmental Liability. In particular: – none During Landlord’s ownership of the Entities Carrying Out Premises:
(A) Landlord has not installed any, above ground or underground tanks for storage of Hazardous Substances (“Storage Tanks”) at the T&D Activities has handledPremises, recyclednor to Landlord’s knowledge, importedand based on the Phase I Site Assessment, dumped or preserved were any waste resulting from any product, packaging, process or activity whatsoever in breach of any Environmental Regulations or Environmental Authorisations – none Storage Tanks located at the Premises prior to the tine Landlord acquired ownership of the Properties owned, occupied or held by any of the Entities Carrying Out the T&D Activities have released any Hazardous Substance in the environment or are or have been subject to any contamination of the environment prohibited by any Environmental Regulation and none of the former Properties have released any Hazardous Substance in breach of Environmental Regulations during their period of ownership, operation or holding by any of the Entities Carrying Out the T&D Activities; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors in interest (i.e. persons or entities of which an Entity carrying out the T&D Activities is a successor or that has previously used Properties) has been identified as a potentially responsible party with respect to, or received a request for information pursuant to, any Environmental Regulation related to any contaminated or previously contaminated Properties or former Properties; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors has been requested to indemnify another person or contribute towards the monitoring, investigation or clean-up costs of any contaminated or previously contaminated site, Properties or former PropertyPremises.
(ivB) There Landlord has not received any notice of any private, administrative or judicial action, or notice of any intended private, administrative or judicial action, relating to the presence or alleged presence of Hazardous Substances in, under or upon the Premises, or that may have migrated from the Premises and to Landlord’s knowledge, and based on the Phase I Site Assessment, there is no basis for any such notice or action. To Landlord’s knowledge, there are no pending or threatened claimspending, actions or proceedings arising under Environmental Regulations with respect (or notices of potential actions or proceedings) from any governmental agency or any other entity regarding any matter relating to any Properties owned, occupied or held Environmental Laws.
(C) Landlord has not been notified by any environmental agency of a Release at the Premises nor is Landlord aware of any such Release.
(D) Landlord has not disposed of any Hazardous Substances at the Premises or sent, transported, caused the transportation of or disposed of any waste materials that are not Hazardous Substances, at the Premises.
(E) Landlord, during its ownership and operation of the Entities Carrying Out Premises, has disposed of all wastes it generated from operations conducted at the T&D Activities nor, Premises in compliance with applicable laws and only at off-Premises facilities reasonably believed by Landlord to have necessary permits and approvals.
(F) Landlord has during its ownership and operation of the Premises maintained or kept all records required by law to be maintained or kept relating to the Sellers’ knowledgegeneration, does any basis for such claimstorage, action or proceedings exist. The Entities Carrying Out the T&D Activities are not subject to any ordertreatment, decree, injunction, directive or so far as the Seller is aware to any investigation by any public entity or to any indemnity, agreement or other obligation to any third party relating to an Environmental Liabilityrelease and/or disposal of Hazardous Substances.
Appears in 1 contract
Sources: Lease Agreement (Tvi Corp)
Environmental Representations. All the To Seller’s representations set forth Knowledge, except as disclosed in this Clause 14 are true and accurate as at the date Section 3.16 of this Agreement and shall be reiterated on the Closing Date, as evidenced by the certificate to be delivered by the Seller to the Purchaser in accordance with Clause 7.2. Table of ContentsDisclosure Letter:
(ia) The Entities Carrying Out the T&D Activities have all Environmental Authorisations. The Entities Carrying Out the T&D Activities have made such reports, filings Business Assets and declarations as may have been required in respect each of the above Acquired Companies are in particular at the time of their having ceased material compliance with all applicable Environmental Laws and all material permits, certifications, licenses, approvals, registrations and authorizations required by Environmental Laws (“Environmental Permits”). There are no material claims or proceedings pending or, to use sites with respect to which the Seller’s Knowledge, threatened against Seller, any Acquired Company or any Selling Subsidiary under any Environmental Law, and neither Seller, any Acquired Company nor any Selling Subsidiary has any material liabilities (whether accrued, absolute, contingent, matured, or not matured) under any Environmental Permit or Environmental Law.
(b) Neither Seller, any Acquired Companies may incur an Environmental Liability. The Seller is not aware of circumstances that would interfere nor any Selling Subsidiaries have received in connection with the obtaining Business Assets or any previous conduct of any permit renewal or the issuance or modification required for Acquired Company any planned operations or facility expansions. Save as described in the Existing Reports and save for any Remedial Actions which shall be recommended by Environmental Experts in accordance with Clause 14, no investment, including Remedial Actions, is required to comply with Environmental Regulations or Environmental Authorisations. The Entities Carrying Out the T&D Activities have at all times strictly complied with Environmental Regulations (including any Environmental Regulation relating to Asbestos or any other Hazardous Substance potentially injurious to public health and safety) or Environmental Authorisations. During a three-year period prior to the date hereof, the Seller has received no unresolved written notice of any civilcitation, criminalsummons, regulatory order, complaint, penalty, claim, investigation or administrative actionreview by any Governmental Authority (i) with respect to any alleged violation by Seller, claim a Selling Subsidiary or suit alleging an Acquired Company of any Environmental Law, (ii) with respect to any alleged failure of Seller, a Selling Subsidiary or an Acquired Company to have any Environmental Permit or (iii) with respect to any generation, treatment, storage, recycling, transportation or disposal of any Hazardous Substance.
(c) Seller has made available to Buyer copies of all “Phase I” and “Phase II” or similar environmental site assessments in the violation possession or control of Environmental Regulations Seller, any Acquired Company or Environmental Authorisations. During a three-Selling Subsidiary and copies of any studies relating to environmental conditions at the Facilities, that were prepared by Seller or by third parties during the five (5) year period prior to ending on the date hereof, the Seller has received no written notice that either a governmental authority is intending to revoke or suspend any Environmental Authorisation to materially amend any Environmental Authorisation which is required to enable the continued operation of the T&D Activities.
(iid) The Entities Carrying Out the T&D Activities have always complied, in all material respects, with Environmental Regulations in particular applicable to the T&D Activities and to the sites upon which the T&D Activities were or have been operated or which were or have been owned or used by the Entities Carrying Out the T&D Activities. (i) There have not been any prohibitions releases of Hazardous Substances by Seller, any Selling Subsidiary or injunctions any Acquired Company on, from, or at the Owned Property or on, from, or at the Leased Property or any other locations, that have resulted in, or would otherwise be reasonably likely to form the basis of, a material claim against the Seller, an Acquired Company or a Selling Subsidiary, or has required, or would otherwise be likely to require, remediation by the Seller, an Acquired Company or a Selling Subsidiary pursuant to Environmental Law, (ii) no property now or previously owned, operated or leased by any Acquired Company is listed on the National Priorities List or on CERCLIS (each promulgated pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as regards amended) or any similar list under any other Environmental Regulations which would limit the completion of the transaction contemplated in this Agreement. Table of Contents
Law, and (iii) The Entities Carrying Out there are not now any underground storage tanks located in or under the T&D Activities have not incurred any Environmental Liability. In particular: – none of Owned Property or the Entities Carrying Out the T&D Activities has handled, recycled, imported, dumped or preserved any waste resulting from any product, packaging, process or activity whatsoever in breach of any Environmental Regulations or Environmental Authorisations – none of the Properties owned, occupied or held by any of the Entities Carrying Out the T&D Activities have released any Hazardous Substance in the environment or are or have been subject to any contamination of the environment prohibited by any Environmental Regulation and none of the former Properties have released any Hazardous Substance in breach of Environmental Regulations during their period of ownership, operation or holding by any of the Entities Carrying Out the T&D Activities; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors in interest (i.e. persons or entities of which an Entity carrying out the T&D Activities is a successor or that has previously used Properties) has been identified as a potentially responsible party with respect to, or received a request for information pursuant to, any Environmental Regulation related to any contaminated or previously contaminated Properties or former Properties; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors has been requested to indemnify another person or contribute towards the monitoring, investigation or clean-up costs of any contaminated or previously contaminated site, Properties or former Leased Property.
(ive) There are no pending or threatened claims, actions or proceedings arising under Environmental Regulations The representations and warranties contained in this Section 3.16 shall be the exclusive representations and warranties with respect to environmental matters (including environmental liabilities or obligations, Environmental Laws, Environmental Permits and Hazardous Substances) and, notwithstanding any Properties owned, occupied or held by any of the Entities Carrying Out the T&D Activities nor, other provision in this Agreement to the Sellers’ knowledgecontrary, does any basis no other representation or warranty is made in this Agreement with respect to environmental matters.
(f) Matters referred to in the Environmental Reports shall be deemed disclosed for purposes of Section 3.16 to the extent such claimmatters are identified in such Environmental Reports with reasonable particularity or are the apparent, action or proceedings existdirect and natural consequences of such matters. The Entities Carrying Out the T&D Activities are not subject to any order, decree, injunction, directive or so far as the Seller is aware to any investigation by any public entity or to any indemnity, agreement or other obligation to any third party relating to For purposes of example only: (i) an Environmental LiabilityReport that describes the presence or former presence of an underground storage tank at a facility does not have the effect of disclosing releases from that storage tank unless such report specifically states that releases are likely to have occurred, but, where a release from a tank is specifically identified, the disclosure would have the effect of disclosing the possibility of continued migration of contaminants resulting from such release; and (ii) an Environmental Report that describes past land uses of a Facility does not have the effect of disclosing conditions of contamination resulting from such past land uses, but, where a condition of contamination is identified with reasonable particularity, the disclosure does have the effect of disclosing the possibility of continued migration of such contamination.
Appears in 1 contract
Sources: Purchase Agreement (Teleflex Inc)
Environmental Representations. All the Seller’s representations Except as set forth in this Clause 14 are true and accurate as at the date of this Agreement and shall be reiterated on Environmental Reports:
(1) To Seller’s Knowledge, for the period commencing ten (10) years prior to the Closing Date, as evidenced by the certificate to be delivered by the Seller to the Purchaser has been in accordance material compliance with Clause 7.2. Table of Contents
(i) The Entities Carrying Out the T&D Activities have all applicable Environmental Authorisations. The Entities Carrying Out the T&D Activities have made such reports, filings and declarations as may have been required in respect of the above in particular at the time of their having ceased to use sites Laws with respect to which Seller’s ownership and operation of the Companies may incur an Property Assets, including holding all material Licenses and Permits required under Environmental Liability. The Laws for the operation of the Property Assets, and has been in material compliance with the terms and conditions of any of such Licenses and Permits; provided that Seller’s representation in this clause (1) does not include NJRCEV’s construction or operation of the Solar Field.
(2) Seller has not received any Environmental Claim or any threatened Environmental Claim that alleges that Seller is not aware of circumstances that would interfere in compliance with the obtaining of any permit renewal or the issuance or modification required for any planned operations or facility expansions. Save as described in the Existing Reports and save for any Remedial Actions which shall be recommended by Environmental Experts in accordance with Clause 14, no investment, including Remedial Actions, is required to comply with Environmental Regulations or Environmental Authorisations. The Entities Carrying Out the T&D Activities have at all times strictly complied with Environmental Regulations (including any Environmental Regulation relating Law with respect to Asbestos the Property Assets or that alleges that Seller is responsible for environmental cleanup or remediation with respect to the Property Assets or any other Hazardous Substance potentially injurious to public health and safety) or Environmental Authorisations. During a three-year period prior to the date hereof, the Seller has property that may have received no written notice of any civil, criminal, regulatory or administrative action, claim or suit alleging the violation of Environmental Regulations or Environmental Authorisations. During a three-year period prior to the date hereof, the Seller has received no written notice that either a governmental authority is intending to revoke or suspend any Environmental Authorisation to materially amend any Environmental Authorisation which is required to enable the continued waste from Seller’s operation of the T&D ActivitiesProperty Assets.
(ii3) The Entities Carrying Out the T&D Activities have always complied, in all material respects, with Environmental Regulations in particular applicable to the T&D Activities and to the sites upon which the T&D Activities were or have been operated or which were or have been owned or used by the Entities Carrying Out the T&D Activities. There have has not been any prohibitions a Release or injunctions as regards Environmental Regulations which would limit the completion to Seller’s Knowledge, there has not been a Threat of the transaction contemplated in this Agreement. Table Release of Contents
(iii) The Entities Carrying Out the T&D Activities have not incurred any Environmental Liability. In particular: – none of the Entities Carrying Out the T&D Activities has handled, recycled, imported, dumped or preserved any waste resulting from any product, packaging, process or activity whatsoever in breach of any Environmental Regulations or Environmental Authorisations – none of the Properties owned, occupied or held by any of the Entities Carrying Out the T&D Activities have released any Hazardous Substance in (whether lawfully or unlawfully) at the environment Real Property during Seller’s ownership or are any prior ownership which has or will require reporting to any governmental authority or which has or is reasonably likely to require investigation or remediation pursuant to applicable Environmental Law, excluding any such Releases that have been subject fully resolved with no further liability or obligation on the part of Seller or which are not reasonably expected to any contamination of the environment prohibited by any Environmental Regulation and none of the former Properties have released any Hazardous Substance in breach of Environmental Regulations during their period of ownership, operation or holding by any of the Entities Carrying Out the T&D Activities; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors in interest (i.e. persons or entities of which an Entity carrying out the T&D Activities is a successor or that has previously used Properties) has been identified as a potentially responsible party with respect to, or received a request for information pursuant to, any Environmental Regulation related to any contaminated or previously contaminated Properties or former Properties; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors has been requested to indemnify another person or contribute towards the monitoring, investigation or clean-up costs of any contaminated or previously contaminated site, Properties or former Propertybe material.
(iv4) There are To Seller’s Knowledge, no pending activity has been undertaken at the Real Property by Seller or threatened claimsany other Person which would require Seller or Purchaser to obtain a hazardous waste treatment, actions storage or proceedings arising under Environmental Regulations disposal permit pursuant to the federal Resource Conservation or Recovery Act, 42 U.S.C. §§ 6901, et seq., or analogous New Jersey law, provided, that for purpose of clarification, such a permit does not include an identification number that is required by Persons who generate and dispose of hazardous waste at off-site facilities.
(5) To Seller’s Knowledge, no hazardous waste is being stored at the Real Property other than as scheduled in Schedule 12 (provided that no representation is made with respect to any Properties owned, occupied or held by any of the Entities Carrying Out land underlying the T&D Activities nor, to the Sellers’ knowledge, does any basis for such claim, action or proceedings exist. The Entities Carrying Out the T&D Activities are Solar Lease).
(6) Seller is not subject to any order, decreejudgment or decree pursuant to applicable Environmental Law or with respect to Hazardous Substances with respect to the Real Property.
(7) The sale of the Real Property pursuant to this Agreement is not subject to ISRA.
(8) The representations and warranties set forth in this Section 6(B) (collectively, injunction, directive or so far as the Seller is aware “Section 6(B) Representations”) are Seller’s sole and exclusive representations and warranties with respect to any investigation by any public entity or to any indemnity, agreement or other obligation to any third party relating to an Environmental Liabilityenvironmental matters concerning the Real Property.
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Environmental Representations. All the Seller’s representations Except as set forth in this Clause 14 Schedule 3.14 or in the Phase I Environmental Site Assessment dated May 28, 2003, Seller warrants and represents that to the Knowledge of Seller:
(a) The Real Property and the Business are true in material compliance with Environmental Laws;
(b) The Seller has obtained and accurate as at is in material compliance with all necessary permits or authorizations that are required under Environmental Laws to operate the date of this Agreement Business and shall be reiterated on the Real Property;
(c) Within the five (5) years prior to the Closing Date, as evidenced there has been no Release at the Real Property, or at any disposal or treatment facility which received Hazardous Materials generated by the certificate Business or any predecessor in interest which is reasonably likely to be delivered by result in Environmental Liabilities that have a Material Adverse Effect on the Seller to Business or the Purchaser in accordance with Clause 7.2. Table of ContentsAcquired Assets;
(id) The Entities Carrying Out Within the T&D Activities have all Environmental Authorisations. The Entities Carrying Out the T&D Activities have made such reports, filings and declarations as may have been required in respect of the above in particular at the time of their having ceased to use sites with respect to which the Companies may incur an Environmental Liability. The Seller is not aware of circumstances that would interfere with the obtaining of any permit renewal or the issuance or modification required for any planned operations or facility expansions. Save as described in the Existing Reports and save for any Remedial Actions which shall be recommended by Environmental Experts in accordance with Clause 14, no investment, including Remedial Actions, is required to comply with Environmental Regulations or Environmental Authorisations. The Entities Carrying Out the T&D Activities have at all times strictly complied with Environmental Regulations five (including any Environmental Regulation relating to Asbestos or any other Hazardous Substance potentially injurious to public health and safety5) or Environmental Authorisations. During a three-year period years prior to the date hereofClosing Date, no Environmental Claims have been asserted against the Business or the Real Property or any predecessor in interest nor does the Seller has received no written have knowledge or notice of any civil, criminal, regulatory threatened or administrative action, claim pending Environmental Claim against the Real Property or suit alleging Business or any predecessor in interest which is reasonably likely to result in Environmental Liabilities that have a Material Adverse Effect on the violation of Environmental Regulations Business or Environmental Authorisations. During a three-year period the Acquired Assets;
(e) Within the five (5) years prior to the date hereofClosing Date, no Environmental Claims have been asserted against any facilities that may have received Hazardous Materials generated by the Business or any predecessor in interest, which is reasonably likely to result in Environmental Liabilities that have a Material Adverse Effect on the Business or the Acquired Assets;
(f) Seller has received no written notice that either a governmental authority is intending made available to revoke Buyer as part of its due diligence all non-privileged, non-confidential, final environmental reports, studies, investigations or suspend correspondence regarding any Environmental Authorisation to materially amend any Environmental Authorisation which is required to enable the continued operation Liabilities of the T&D ActivitiesBusiness or the Real Property in its possession or the possession of its agents.
(iig) The Entities Carrying Out Schedule 3.14 is a true, complete and accurate list of all instances where the T&D Activities have always complied, Business or the environmental conditions at the Real Property are not in all material respects, compliance with Environmental Regulations in particular applicable Law or give rise to the T&D Activities and to the sites upon which the T&D Activities were or have been operated or which were or have been owned or used by the Entities Carrying Out the T&D Activities. There have not been any prohibitions or injunctions as regards Environmental Regulations which would limit the completion of the transaction contemplated in this Agreement. Table of Contents
(iii) The Entities Carrying Out the T&D Activities have not incurred any Environmental Liability. In particular: – none of the Entities Carrying Out the T&D Activities has handledLiabilities, recycledbut only where such conditions, imported, dumped or preserved any waste resulting from any product, packaging, process or activity whatsoever in breach of any Environmental Regulations non-compliance or Environmental Authorisations – none of Liabilities have a Material Adverse Effect on the Properties owned, occupied Business or held by any of the Entities Carrying Out the T&D Activities have released any Hazardous Substance in the environment or are or have been subject to any contamination of the environment prohibited by any Environmental Regulation and none of the former Properties have released any Hazardous Substance in breach of Environmental Regulations during their period of ownership, operation or holding by any of the Entities Carrying Out the T&D Activities; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors in interest (i.e. persons or entities of which an Entity carrying out the T&D Activities is a successor or that has previously used Properties) has been identified as a potentially responsible party with respect to, or received a request for information pursuant to, any Environmental Regulation related to any contaminated or previously contaminated Properties or former Properties; – none of the Entities Carrying Out the T&D Activities nor any of their predecessors has been requested to indemnify another person or contribute towards the monitoring, investigation or clean-up costs of any contaminated or previously contaminated site, Properties or former PropertyAcquired Assets.
(iv) There are no pending or threatened claims, actions or proceedings arising under Environmental Regulations with respect to any Properties owned, occupied or held by any of the Entities Carrying Out the T&D Activities nor, to the Sellers’ knowledge, does any basis for such claim, action or proceedings exist. The Entities Carrying Out the T&D Activities are not subject to any order, decree, injunction, directive or so far as the Seller is aware to any investigation by any public entity or to any indemnity, agreement or other obligation to any third party relating to an Environmental Liability.
Appears in 1 contract