Environmental Warranties. (a) Except as set forth in Schedule 7.14: (i) The Credit Parties, their Subsidiaries and their respective businesses, operations and Real Property are and have at all times during the Credit Parties’ or their Subsidiaries’ ownership, lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries have no material liability under, any applicable Environmental Law. (ii) The Credit Parties and their Subsidiaries have obtained all material permits, licenses, certificates or authorizations required under Environmental Law (“Environmental Permits”) and necessary for the conduct of their businesses and operations, and the ownership, operation and use of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing. (iii) There has been no Release or threatened Release or any handling, management, generation, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Law or result in a material Environmental Claim. (iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the basis of a material Environmental Claim. (v) No person with an indemnity, contribution or other obligation to any of the Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in default with respect to any such indemnity, contribution or other obligation. (vi) No Real Property owned, leased or operated by the Credit Parties or their Subsidiaries and, to the knowledge of the Credit Parties, no Real Property or facility formerly owned, leased or operated by any of the Credit Parties or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or (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 or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws. (vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law with respect to any Real Property of the Credit Parties or their Subsidiaries. (b) None of the matters, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material Adverse Effect. (c) The Credit Parties and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any of the Credit Parties, their Subsidiaries or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Sources: Credit Agreement (Verano Holdings Corp.), Credit Agreement (Verano Holdings Corp.), Credit Agreement (Verano Holdings Corp.)
Environmental Warranties. (a) Except as set forth in Schedule 7.14:
(i) The Credit Parties, their Subsidiaries and their respective businesses, operations and and Real Property are and have at all times during the Credit Parties’ or their Subsidiaries’ ownership, lease lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries Subsidiaries have no material liability under, any applicable Environmental Law.Law.
(ii) The Credit Parties and their Subsidiaries have obtained all material permits, licenseslicenses, certificates or authorizations required under Environmental Law (collectively, “Environmental Permits”) and and necessary for the conduct of their businesses and operations, and the ownership, operation and use of of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in in good standing.standing.
(iii) There has been no Release or threatened Release or any handling, management, generationgeneration, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Environmental Law or result in a material Environmental Claim.Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents incidents that are reasonably likely to form the basis of a material Environmental Claim.Claim.
(v) No person with an indemnity, contribution or other obligation to any of the Credit Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in in default with respect to any such indemnity, contribution or other obligation.obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties or their Subsidiaries Subsidiaries and, to the knowledge of the Credit Parties, no Real Property or facility formerly owned, leased leased or operated by any of the Credit Parties or any of their predecessors in interest is (i) listed or proposed proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any governmental governmental or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Environmental Law with respect to any Real Property of the Credit Parties or their Subsidiaries.Subsidiaries.
(b) None of the matters, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material Adverse Effect.
(c) The Credit Parties and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any of the Credit Parties, their Subsidiaries or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Sources: Credit Agreement (Vireo Growth Inc.), Credit Agreement (Vireo Health International, Inc.), Credit Agreement
Environmental Warranties. (a) Except as set forth in Schedule 7.14:
(i) The Credit Parties, their Subsidiaries and their respective businesses, operations and and Real Property are and have at all times during the Credit Parties’ or their Subsidiaries’ ownership, lease lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries Subsidiaries have no material liability under, any applicable Environmental Law.Law.
(ii) The Credit Parties and their Subsidiaries have obtained all material permits, licenseslicenses, certificates or authorizations required under Environmental Law (collectively, “Environmental Permits”) and and necessary for the conduct of their businesses and operations, and the ownership, operation and use of of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in in good standing.standing.
(iii) There has been no Release or threatened Release or any handling, management, generationgeneration, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Environmental Law or result in a material Environmental Claim.Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Credit Parties, threatened in writing against any of the Credit Parties or their Subsidiaries, or relating to the Real Property Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents incidents that are reasonably likely to form the basis of a material Environmental Claim.Claim.
(v) No person Person with an a material indemnity, contribution or other obligation to any of the Credit Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in in default with respect to any such indemnity, contribution or other obligation.obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties or their Subsidiaries Subsidiaries and, to the knowledge of the Credit Parties, no Real Property or facility formerly owned, leased leased or operated by any of the Credit Parties or any of their predecessors in interest is (i) listed or proposed proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any governmental governmental or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened in writing under any Environmental Environmental Law with respect to any Real Property of the Credit Parties or their Subsidiaries.Subsidiaries.
(b) None of the matters, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material Adverse Effect.
(c) The Credit Parties and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any of the Credit Parties, their Subsidiaries or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement and Security Agreements (TerrAscend Corp.), Credit Agreement and Security Agreements (TerrAscend Corp.)
Environmental Warranties.
(a) Except as set forth in Schedule 7.14::
(i) The Credit Parties, their Subsidiaries and their respective businesses, operations and and Real Property are and have at all times during the Credit Parties’ or their Subsidiaries’ ownership, lease lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries Subsidiaries have no material liability under, any applicable Environmental Law.Law.
(ii) The Credit Parties and their Subsidiaries have obtained all material permits, licenseslicenses, certificates or authorizations required under Environmental Law (collectively, “Environmental Permits”) and and necessary for the conduct of their businesses and operations, and the ownership, operation and use of of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in in good standing.standing.
(iii) There has been no Release or threatened Release or any handling, management, generationgeneration, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Environmental Law or result in a material Environmental Claim.Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents incidents that are reasonably likely to form the basis of a material Environmental Claim.Claim.
(v) No person with an indemnity, contribution or other obligation to any of the Credit Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in in default with respect to any such indemnity, contribution or other obligation.obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties or their Subsidiaries Subsidiaries and, to the knowledge of the Credit Parties, no Real Property or facility formerly owned, leased leased or operated by any of the Credit Parties or any of their predecessors in interest is (i) listed or proposed proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any governmental governmental or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Environmental Law with respect to any Real Property of the Credit Parties or their Subsidiaries.Subsidiaries.
(b) None of the matters, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material Adverse Effect..
(c) The Credit Parties and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any of the Credit Parties, their Subsidiaries or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Goodness Growth Holdings, Inc.), Credit Agreement (Goodness Growth Holdings, Inc.)
Environmental Warranties. (a) Except as set forth in Schedule 7.14:
(i) The Credit Parties, their Subsidiaries and their respective businesses, operations and and Real Property are and have at all times during the Credit Parties’ or their Subsidiaries’ ownership, lease lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries Subsidiaries have no material liability under, any applicable Environmental Law.Law.
(ii) The Credit Parties and their Subsidiaries have obtained all material permits, licenseslicenses, certificates or authorizations required under Environmental Law (“Environmental Permits”) and and necessary for the conduct of their businesses and operations, and the ownership, operation and use of of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in in good standing.standing.
(iii) There has been no Release or threatened Release or any handling, management, generationgeneration, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Environmental Law or result in a material Environmental Claim.Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents incidents that are reasonably likely to form the basis of a material Environmental Claim.Claim.
(v) No person with an indemnity, contribution or other obligation to any of the Credit Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in in default with respect to any such indemnity, contribution or other obligation.obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties or their Subsidiaries Subsidiaries and, to the knowledge of the Credit Parties, no Real Property or facility formerly owned, leased leased or operated by any of the Credit Parties or any of their predecessors in interest is (i) listed or proposed proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any governmental governmental or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Environmental Law with respect to any Real Property of the Credit Parties or their Subsidiaries.Subsidiaries.
(b) None of the matters, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material Adverse Effect.
(c) The Credit Parties and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any of the Credit Parties, their Subsidiaries or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (PARETEUM Corp), Credit Agreement (Elephant Talk Communications Corp)
Environmental Warranties. (a) Except as set forth in Schedule 7.14:
(i) The Credit Parties, their Subsidiaries and their respective businesses, operations and and Real Property are and have at all times during the Credit Parties’ or their Subsidiaries’ ownership, lease lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries Subsidiaries have no material liability under, any applicable Environmental Law.Law.
(ii) The Credit Parties and their Subsidiaries have obtained all material permits, licenseslicenses, certificates or authorizations required under Environmental Law (“Environmental Permits”) and and necessary for the conduct of their businesses and operations, and the ownership, operation and use of of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in in good standing.standing.
(iii) There has been no Release or threatened Release or any handling, management, generationgeneration, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Environmental Law or result in a material Environmental Claim.Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents incidents that are reasonably likely to form the basis of a material Environmental Claim.Claim.
(v) No person with an indemnity, contribution or other obligation to any of the Credit Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in in default with respect to any such indemnity, contribution or other obligation.obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties or their Subsidiaries Subsidiaries and, to the knowledge of the Credit Parties, no Real Property or facility formerly owned, leased leased or operated by any of the Credit Parties or any of their predecessors in interest is (i) listed or proposed proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any governmental governmental or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Environmental Law with respect to any Real Property of the Credit Parties or their Subsidiaries.Subsidiaries.
(b) None of the matters, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material Adverse Effect.
(c) The Credit Parties and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any of the Credit Parties, their Subsidiaries or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement
Environmental Warranties. In the ordinary course of its business, the Borrower conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (a) Except including any capital or operating expenditures required for clean-up or closure of properties presently owned or operated, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that, except as set forth in Schedule 7.14SCHEDULE I hereto, to the best of its knowledge after due inquiry:
(ia) The Credit Parties, their Subsidiaries all facilities and their respective businesses, operations and Real Property are and have at all times during the Credit Parties’ or their Subsidiaries’ ownership, lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries have no material liability under, any applicable Environmental Law.
property (iiincluding underlying groundwater) The Credit Parties and their Subsidiaries have obtained all material permits, licenses, certificates or authorizations required under Environmental Law (“Environmental Permits”) and necessary for the conduct of their businesses and operations, and the ownership, operation and use of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing.
(iii) There has been no Release or threatened Release or any handling, management, generation, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Law or result in a material Environmental Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the basis of a material Environmental Claim.
(v) No person with an indemnity, contribution or other obligation to any of the Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in default with respect to any such indemnity, contribution or other obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties Borrower or their Subsidiaries and, to the knowledge any of the Credit Parties, no Real Property or facility formerly its Subsidiaries are owned, leased leased or operated by any of the Credit Parties Borrower and its Subsidiaries in material compliance with all Environmental Laws;
(b) there are no pending or threatened, and to Borrower's knowledge, there have been no past, continuing (i) claims, complaints, notices or inquiries to, or requests for information received by, the Borrower or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or (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 or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law its Subsidiaries with respect to any Real Property alleged violation of the Credit Parties or their Subsidiaries.
(b) None of the mattersany Environmental Law, individually that, singly or in the aggregate, disclosed in Schedule 7.14 could have or may reasonably be expected to have a Material Adverse Effect., or (ii) claims, complaints, notices or inquiries to, or requests for information received by, the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law or under any common law theories relating to operations or the condition of any facilities or property (including underlying groundwater) owned, leased or operated by the Borrower and its Subsidiaries that, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect; 49
(c) The Credit Parties and their Subsidiaries there have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence been no releases of Hazardous Materials at Real Property at, on or facilities formerly owned, operated, under any property now or previously owned or leased by the Borrower or used by any of its Subsidiaries that, singly or in the Credit Partiesaggregate, their Subsidiaries have, or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not may reasonably be expected to result have, a Material Adverse Effect;
(d) the Borrower and its Subsidiaries have been issued and are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for their businesses;
(e) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries that, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect;
(f) there are no polychlorinated biphenyls, radioactive materials or friable asbestos present at any property now or previously owned or leased by the Borrower or any of its Subsidiaries that, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect; and
(g) no condition exists at, on or under any property now or previously owned or leased by the Borrower or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental Law that, singly or in the aggregate have, or may reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Environmental Warranties. In the ordinary course of its business, the Borrower conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (a) Except including any capital or operating expenditures required for clean-up or closure of properties presently owned or operated, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that, except as set forth in Schedule 7.14SCHEDULE I hereto, to the best of its knowledge after due inquiry:
(ia) The Credit Parties, their Subsidiaries all facilities and their respective businesses, operations and Real Property are and have at all times during the Credit Parties’ or their Subsidiaries’ ownership, lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries have no material liability under, any applicable Environmental Law.
property (iiincluding underlying groundwater) The Credit Parties and their Subsidiaries have obtained all material permits, licenses, certificates or authorizations required under Environmental Law (“Environmental Permits”) and necessary for the conduct of their businesses and operations, and the ownership, operation and use of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing.
(iii) There has been no Release or threatened Release or any handling, management, generation, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Law or result in a material Environmental Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the basis of a material Environmental Claim.
(v) No person with an indemnity, contribution or other obligation to any of the Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in default with respect to any such indemnity, contribution or other obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties Borrower or their Subsidiaries and, to the knowledge any of the Credit Parties, no Real Property or facility formerly its Subsidiaries are owned, leased leased or operated by any of the Credit Parties Borrower and its Subsidiaries in material compliance with all Environmental Laws;
(b) there are no pending or threatened, and to Borrower's knowledge, there have been no past, continuing (i) claims, complaints, notices or inquiries to, or requests for information received by, the Borrower or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or (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 or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law its Subsidiaries with respect to any Real Property alleged violation of the Credit Parties or their Subsidiaries.
(b) None of the mattersany Environmental Law, individually that, singly or in the aggregate, disclosed in Schedule 7.14 could have or may reasonably be expected to have a Material Adverse Effect., or (ii) claims, complaints, notices or inquiries to, or requests for information received by, the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law or under any common law theories relating to operations or the condition of any facilities or property (including underlying groundwater) owned, leased or operated by the Borrower and its Subsidiaries that, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect; 50
(c) The Credit Parties and their Subsidiaries there have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence been no Releases of Hazardous Materials at Real Property at, on or facilities formerly owned, operated, under any property now or previously owned or leased by the Borrower or used by any of its Subsidiaries that, singly or in the Credit Partiesaggregate, their Subsidiaries have, or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not may reasonably be expected to result have, a Material Adverse Effect;
(d) the Borrower and its Subsidiaries have been issued and are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for their businesses;
(e) no property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries is listed or proposed for listing on the "National Priorities List" pursuant to CERCLA, or, to the extent that such listing may, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect, on the CERCLIS or on any other federal or state list of sites requiring investigation or clean-up;
(f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries that, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect;
(g) none of the Borrower or any of its Subsidiaries has 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, to the extent that such listing may, singly or in the aggregate, have, or may reasonably be expected to have a Material Adverse Effect, on the CERCLIS or on any federal or state list or which is the subject of federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower or any of its Subsidiaries for any remedial work, damage to natural resources or personal injury, including claims under CERCLA;
(h) there are no polychlorinated biphenyls, radioactive materials or friable asbestos present at any property now or previously owned or leased by the Borrower or any of its Subsidiaries that, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect; and
(i) no condition exists at, on or under any property now or previously owned or leased by the Borrower or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental Law that, singly or in the aggregate have, or may reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Environmental Warranties. (a) Except as set forth in Schedule 7.14:
(i) The Credit Parties, their Subsidiaries and their respective businesses, operations and Real Property are and have at all times during the Credit Parties’ has not or their Subsidiaries’ ownership, lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries have no material liability under, any applicable Environmental Law.
(ii) The Credit Parties and their Subsidiaries have obtained all material permits, licenses, certificates or authorizations required under Environmental Law (“Environmental Permits”) and necessary for the conduct of their businesses and operations, and the ownership, operation and use of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing.
(iii) There has been no Release or threatened Release or any handling, management, generation, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Law or result in a material Environmental Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the basis of a material Environmental Claim.
(v) No person with an indemnity, contribution or other obligation to any of the Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in default with respect to any such indemnity, contribution or other obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties or their Subsidiaries and, to the knowledge of the Credit Parties, no Real Property or facility formerly owned, leased or operated by any of the Credit Parties or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or (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 or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law with respect to any Real Property of the Credit Parties or their Subsidiaries.
(b) None of the matterswould not, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material Adverse Effect.
(c) The Credit Parties and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any of the Credit Parties, their Subsidiaries or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not reasonably be expected to result in a Material Adverse Effect:
(i) Neither SEMA nor any Designated Subsidiary, nor to SEMA's or any Designated Subsidiary's Actual Knowledge any other Person, has received from any Governmental Authority or any other Person, any written notice, letter, citation, order, warning, complaint, inquiry, claim or demand that the Facility or the Facility Site or the other properties of SEMA and the Designated Subsidiaries is subject to a Lien in favor of any Governmental Authority in response to a release of Hazardous Materials.
(A) The Facility and the Facility Site have been, and continue to be, owned, leased and operated in compliance with all applicable Environ- mental Laws and (B) SEMA and each Designated Subsidiary is and has been in compliance with all applicable Environmental Laws.
(iii) There are no pending or, to the Actual Knowledge of SEMA or any Designated Subsidiary, any threatened Environmental Claim involving or against SEMA, any Designated Subsidiary, the Facility, the Facility Site, any of the assets constituting "Auctioned Assets" under the Asset Sale Agreement, or any property of the Designated Subsidiaries.
(iv) Each of SEMA and each Designated Subsidiary has obtained and is in compliance with all Governmental Approvals required under any applicable Environmental Law necessary for (i) the ownership, operation, lease or maintenance of the Facility or any material generating facility owned or operated by SEMA or any Designated Subsidiary or (ii) the conduct of such Person's business, and each such Governmental Approval is in proper form and in full force and effect and, with respect to the Governmental Approvals not obtained by the date of execution and delivery hereof, neither SEMA nor any Designated Subsidiary has any reason to believe that such approvals will not be timely obtained.
(v) To the Actual Knowledge of SEMA or any Designated Subsidiary, neither the Facility nor the Facility Site is listed on the National Priorities List pursuant to any Environmental Law, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up.
(vi) Except as set forth in the Environmental Consultant's Report, there is not and has not been any Environmental Condition (A) at, on or under the Facility or the Facility Site or any Component thereof or (B) resulting from or arising in connection with the operation of the Facility that could have a Material Adverse Effect or involve any (1) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a lien on, the Facility Lessee's Interest or the Facility Site or the impairment of the use, operation or maintenance of the Facility or the Facility Site in any material respect, or (2) risk of criminal liability being incurred by the Equity Investor, the Owner Participant, the OP Guarantor, the Owner Lessor, the Owner Manager, the Lease Indenture Trustee or the Pass Through Trustee or any of their respective Affiliates, or (3) material risk of the occurrence of any material adverse effect being incurred by the Equity Investor, the Owner Participant, the OP Guarantor, the Owner Lessor, the Owner Manager, the Lease Indenture Trustee or the Pass Through Trustee, including subjecting the Owner Participant, the Equity Investor, the OP Guarantor, or the Owner Lessor to public utility regulation under Requirements of Law.
Appears in 1 contract
Environmental Warranties. (a) Except as set forth in Schedule 7.14:
(i) The Credit Parties, their Subsidiaries and their respective businesses, operations and Real Property are and have at all times during the Credit Parties’ has not or their Subsidiaries’ ownership, lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries have no material liability under, any applicable Environmental Law.
(ii) The Credit Parties and their Subsidiaries have obtained all material permits, licenses, certificates or authorizations required under Environmental Law (“Environmental Permits”) and necessary for the conduct of their businesses and operations, and the ownership, operation and use of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing.
(iii) There has been no Release or threatened Release or any handling, management, generation, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Law or result in a material Environmental Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the basis of a material Environmental Claim.
(v) No person with an indemnity, contribution or other obligation to any of the Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in default with respect to any such indemnity, contribution or other obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties or their Subsidiaries and, to the knowledge of the Credit Parties, no Real Property or facility formerly owned, leased or operated by any of the Credit Parties or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or (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 or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law with respect to any Real Property of the Credit Parties or their Subsidiaries.
(b) None of the matterswould not, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material Adverse Effect.
(c) The Credit Parties and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any of the Credit Parties, their Subsidiaries or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not reasonably be expected to result in a Material Adverse Effect:
(i) Neither SEMA nor any Designated Subsidiary, nor to SEMA's or any Designated Subsidiary's Actual Knowledge any other Person, has received from any Governmental Authority or any other Person, any written notice, letter, citation, order, warning, complaint, inquiry, claim or demand that the Facility or the Facility Site or the other properties of SEMA and the Designated Subsidiaries is subject to a Lien in favor of any Governmental Authority in response to a release of Hazardous Materials.
(A) The Facility and the Facility Site have been, and continue to be, owned, leased and operated in compliance with all applicable Environ- ▇▇▇▇▇▇▇▇▇ PARTICIPATION AGREEMENT (L1) -------------------------------------- mental Laws and (B) SEMA and each Designated Subsidiary is and has been in compliance with all applicable Environmental Laws.
(iii) There are no pending or, to the Actual Knowledge of SEMA or any Designated Subsidiary, any threatened Environmental Claim involving or against SEMA, any Designated Subsidiary, the Facility, the Facility Site, any of the assets constituting "Auctioned Assets" under the Asset Sale Agreement, or any property of the Designated Subsidiaries.
(iv) Each of SEMA and each Designated Subsidiary has obtained and is in compliance with all Governmental Approvals required under any applicable Environmental Law necessary for (i) the ownership, operation, lease or maintenance of the Facility or any material generating facility owned or operated by SEMA or any Designated Subsidiary or (ii) the conduct of such Person's business, and each such Governmental Approval is in proper form and in full force and effect and, with respect to the Governmental Approvals not obtained by the date of execution and delivery hereof, neither SEMA nor any Designated Subsidiary has any reason to believe that such approvals will not be timely obtained.
(v) To the Actual Knowledge of SEMA or any Designated Subsidiary, neither the Facility nor the Facility Site is listed on the National Priorities List pursuant to any Environmental Law, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up.
(vi) Except as set forth in the Environmental Consultant's Report, there is not and has not been any Environmental Condition (A) at, on or under the Facility or the Facility Site or any Component thereof or (B) resulting from or arising in connection with the operation of the Facility that could have a Material Adverse Effect or involve any (1) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a lien on, the Facility Lessee's Interest or the Facility Site or the impairment of the use, operation or maintenance of the Facility or the Facility Site in any material respect, or (2) risk of criminal liability being incurred by the Equity Investor, the Owner Participant, the OP Guarantor, the Owner Lessor, the Owner Manager, the Lease Indenture Trustee or the Pass Through Trustee or any of their respective Affiliates, or (3) material risk of the occurrence of any material adverse effect being incurred by the Equity Investor, the Owner Participant, the OP Guarantor, the Owner Lessor, the Owner Manager, the Lease Indenture Trustee or the Pass Through Trustee, including subjecting the Owner Participant, the Equity Investor, the OP Guarantor, or the Owner Lessor to public utility regulation under Requirements of Law.
Appears in 1 contract
Environmental Warranties. (a) Except as set forth in Schedule 7.14:
(i) The Credit Parties, their Subsidiaries and their respective businesses, operations and Real Property are and have at all times during the Credit Parties’ or their Subsidiaries’ ownership, lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries have no material liability under, any applicable Environmental Law.
(ii) The Credit Parties and their Subsidiaries have obtained all material permits, licenses, certificates or authorizations required under Environmental Law (“Environmental Permits”) and necessary for the conduct of their businesses and operations, and the ownership, operation and use of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing.
(iii) There has been no Release or threatened Release or any handling, management, generation, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Law or result in a material Environmental Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the basis of a material Environmental Claim.
(v) No person with an indemnity, contribution or other obligation to any of the Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in default with respect to any such indemnity, contribution or other obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties or their Subsidiaries and, to the knowledge of the Credit Parties, no Real Property or facility formerly owned, leased or operated by any of the Credit Parties or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or (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 or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law with respect to any Real Property of the Credit Parties or their Subsidiaries.
(b) None of the matters, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material Adverse Effect.
(c) The Credit Parties and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any of the Credit Parties, their Subsidiaries or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Environmental Warranties. (a) Except as set forth in Schedule 7.14:
(i) The Credit PartiesObligors, their Subsidiaries and their respective businesses, operations and and Real Property are and have at all times during the Credit PartiesObligors’ or their Subsidiaries’ ownership, lease lease or operation thereof been in material compliance with, and the Credit Parties Obligors and their Subsidiaries Subsidiaries have no material liability under, any applicable Environmental Law.Law.
(ii) The Credit Parties Obligors and their Subsidiaries have obtained all material permits, licenseslicenses, certificates or authorizations required under Environmental Law (collectively, “Environmental Permits”) and and necessary for the conduct of their businesses and operations, and the ownership, operation and use of of their Real Property. The Credit Parties Obligors and their Subsidiaries are in material compliance with the terms terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in in good standing.standing.
(iii) There has been no Release or threatened Release or any handling, management, generationgeneration, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property Property presently or, to the knowledge of any Credit PartyObligor, formerly owned, leased or operated by any of of the Credit PartiesObligors, their Subsidiaries or their respective predecessors in interest that has resulted in, or is is reasonably expected to result in, material liability or obligations by any of the Credit Parties Obligors under Environmental Environmental Law or result in a material Environmental Claim.Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit PartiesObligors, threatened in writing against any of the Credit Parties Obligors or their Subsidiaries, or relating to the Real Property Property currently or formerly owned, leased or operated by any of the Credit Parties Obligors or their Subsidiaries Subsidiaries or relating to the operations of the Credit Parties Obligors or their Subsidiaries, and, to the knowledge knowledge of the Credit PartiesObligors, there are no actions, activities, circumstances, conditions, events or incidents incidents that are reasonably likely to form the basis of a material Environmental Claim.Claim.
(v) No person with an a indemnity, contribution or other obligation to any of the Credit Parties Obligors or their Subsidiaries relating to compliance with or liability under Environmental Law is in in default with respect to any such indemnity, contribution or other obligation.obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties Obligors or their Subsidiaries Subsidiaries and, to the knowledge of the Credit PartiesObligors, no Real Property or facility formerly owned, leased leased or operated by any of the Credit Parties Obligors or any of their predecessors in interest is (i) listed or proposed proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any governmental governmental or regulatory authority that indicates that any Credit Party Obligor or Subsidiary has or may have an an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit PartyObligor, threatened in writing under any Environmental Environmental Law with respect to any Real Property of the Credit Parties Obligors or their Subsidiaries.Subsidiaries.
(b) None of the matters, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material Adverse Effect.
(c) The Credit Parties Obligors and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties Obligors and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any of the Credit PartiesObligors, their Subsidiaries or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Vireo Growth Inc.)
Environmental Warranties. In the ordinary course of its business, the Borrower conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (a) Except including any capital or operating expenditures required for clean-up or closure of properties presently owned or operated, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that, except as set forth in Schedule 7.141.1(a) hereto, to the best of its knowledge after due inquiry:
(ia) The Credit Parties, their Subsidiaries all facilities and their respective businesses, operations and Real Property are and have at all times during the Credit Parties’ or their Subsidiaries’ ownership, lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries have no material liability under, any applicable Environmental Law.
property (iiincluding underlying groundwater) The Credit Parties and their Subsidiaries have obtained all material permits, licenses, certificates or authorizations required under Environmental Law (“Environmental Permits”) and necessary for the conduct of their businesses and operations, and the ownership, operation and use of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing.
(iii) There has been no Release or threatened Release or any handling, management, generation, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Law or result in a material Environmental Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the basis of a material Environmental Claim.
(v) No person with an indemnity, contribution or other obligation to any of the Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in default with respect to any such indemnity, contribution or other obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties Borrower or their Subsidiaries and, to the knowledge any of the Credit Parties, no Real Property or facility formerly its Subsidiaries are owned, leased leased or operated by any of the Credit Parties Borrower and its Subsidiaries in material compliance with all Environmental Laws;
(b) there are no pending or threatened, and to Borrower's knowledge, there have been no past, continuing (i) claims, complaints, notices or inquiries to, or requests for information received by, the Borrower or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or (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 or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law its Subsidiaries with respect to any Real Property alleged violation of the Credit Parties or their Subsidiaries.
(b) None of the mattersany Environmental Law, individually that, singly or in the aggregate, disclosed in Schedule 7.14 could have or may reasonably be expected to have a Material Adverse Effect., or (ii) claims, complaints, notices or inquiries to, or requests for information received by, the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law or under any common law theories relating to operations or the condition of any facilities or property (including underlying groundwater) owned, leased or operated by the Borrower and its Subsidiaries that, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect;
(c) The Credit Parties and their Subsidiaries there have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence been no releases of Hazardous Materials at Real Property at, on or facilities formerly owned, operated, under any property now or previously owned or leased by the Borrower or used by any of its Subsidiaries that, singly or in the Credit Partiesaggregate, their Subsidiaries have, or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not may reasonably be expected to result have, a Material Adverse Effect;
(d) the Borrower and its Subsidiaries have been issued and are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for their businesses;
(e) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries that, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect;
(f) there are no polychlorinated biphenyls, radioactive materials or friable asbestos present at any property now or previously owned or leased by the Borrower or any of its Subsidiaries that, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect; and
(g) no condition exists at, on or under any property now or previously owned or leased by the Borrower or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental Law that, singly or in the aggregate have, or may reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Environmental Warranties. (a) Except as set forth in Schedule 7.14:
(i) The Credit Parties, their Subsidiaries Each Borrower and their respective businesses, operations and Real Property its Environmental Affiliates are and have at in compliance in all times during the Credit Parties’ or their Subsidiaries’ ownership, lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries have no material liability under, any respects with all applicable Environmental Law.
Laws, (ii) The Credit Parties each Borrower and its Environmental Affiliates have all Environmental Approvals required to operate their Subsidiaries have obtained businesses as presently conducted or as reasonably anticipated to be conducted and are in compliance in all material permits, licenses, certificates or authorizations required under Environmental Law (“Environmental Permits”) and necessary for the conduct of their businesses and operations, and the ownership, operation and use of their Real Property. The Credit Parties and their Subsidiaries are in material compliance respects with the terms terms and conditions of such Environmental Permitsthereof, and all such Environmental Permits are valid and in good standing.
(iii) There no Borrower nor any of its Environmental Affiliates has been no Release received any written communication, whether from a Governmental Authority, employee or threatened Release otherwise, that alleges that any Borrower or any handlingEnvironmental Affiliate is not in compliance in all material respects with all Environmental Laws and Environmental Approvals, management, generation, treatment, storage and (iv) there are no circumstances that may prevent or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property presently or, to interfere in the knowledge of any Credit Party, formerly owned, leased or operated by any of future with the Credit Parties, their Subsidiaries or their respective predecessors Borrowers’ compliance in interest that has resulted in, or is reasonably expected to result in, all material liability or obligations by any of the Credit Parties under Environmental Law or result in a material respects with all applicable Environmental Claim.Laws and Environmental Approvals.
(ivb) There is no material Environmental Claim pending or, to the knowledge Knowledge of the Credit Partieseach Borrower, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, andBorrower or, to the knowledge Knowledge of the Credit Partieseach Borrower, there pending or threatened against any Environmental Affiliate.
(c) There are no present or past actions, activities, circumstances, conditions, events or incidents incidents, including the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that are would reasonably likely be expected to form the basis of a material any Environmental Claim.Claim against any Borrower or any Environmental Affiliate.
(vd) No person with an indemnity, contribution or other obligation to Without in any way limiting the generality of the Credit Parties foregoing, (i) there are no on-site or their Subsidiaries relating off-site locations in which any Borrower or, to the Knowledge of each Borrower, any Environmental Affiliate has stored, disposed or arranged for the disposal of Materials of Environmental Concern that would reasonably be expected to form the basis of an Environmental Claim, (ii) none of the Borrowers knows of any underground storage tanks located or to be located on property owned or leased by any Borrower, (iii) there is no asbestos or lead paint contained in or forming part of any building, building component, structure or office space owned by any Borrower, and (iv) no polychlorinated biphenyls (PCBs) are or will be used or stored at any property owned by any Borrower, other than as may already be present as of the date hereof in electrical equipment owned by utilities, provided that the presence of such PCBs complies, and such equipment is operated, maintained, and inspected in compliance with with, Environmental Laws.
(e) None of the Borrowers has received any letter or liability request for information under Section 104 of the CERCLA, or comparable state laws, and to the Knowledge of the Borrowers, none of the operations of the Borrowers is the subject of any investigation by a Governmental Authority evaluating whether any remedial action is needed to respond to a release or threatened release of any Material of Environmental Law is in default Concern at any Plant or Site or at any other location, including any location to which any Borrower has transported, or arranged for the transportation of, any Material of Environmental Concern with respect to any such indemnity, contribution or other obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties or their Subsidiaries and, to the knowledge of the Credit Parties, no Real Property or facility formerly owned, leased or operated by any of the Credit Parties or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or (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 or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law with respect to any Real Property of the Credit Parties or their Subsidiaries.
(b) None of the matters, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material Adverse Effect.
(c) The Credit Parties and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property Plant or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any of the Credit Parties, their Subsidiaries or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not reasonably be expected to result in a Material Adverse EffectProject.
Appears in 1 contract
Environmental Warranties. (a) Except as set forth in Schedule 7.14:
(i) The Credit Parties, their Subsidiaries and their respective businesses, operations and and Real Property are and have at all times during the Credit Parties’ or their Subsidiaries’ ownership, lease lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries Subsidiaries have no material liability under, any applicable Environmental Law.Law.
(ii) The Credit Parties and their Subsidiaries have obtained all material permits, licenseslicenses, certificates or authorizations required under Environmental Law (“Environmental Permits”) and and necessary for the conduct of their businesses and operations, and the ownership, operation and use of of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in in good standing.standing.
(iii) There has been no Release or threatened Release or any handling, management, generationgeneration, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Environmental Law or result in a material Environmental Claim.Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents incidents that are reasonably likely to form the basis of a material Environmental Claim.Claim.
(v) No person with an indemnity, contribution or other obligation to any of the Credit Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in in default with respect to any such indemnity, contribution or other obligation.obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties or their Subsidiaries Subsidiaries and, to the knowledge of the Credit Parties, no Real Property or facility formerly owned, leased leased or operated by any of the Credit Parties or any of their predecessors in interest is (i) listed or proposed proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any governmental governmental or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.Laws. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Environmental Law with respect to any Real Property of the Credit Parties or their Subsidiaries.Subsidiaries.
(b) None of the matters, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material Adverse Effect.
(c) The Credit Parties and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any of the Credit Parties, their Subsidiaries or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (PARETEUM Corp)
Environmental Warranties. (a) Except as set forth in Schedule 7.14:
(i) The Credit PartiesBorrowers, their Subsidiaries and their respective businesses, operations and and Real Property are and have at all times during the Credit PartiesBorrowers’ or their Subsidiaries’ ownership, lease lease or operation thereof been in material compliance with, and the Credit Parties Borrowers and their Subsidiaries Subsidiaries have no material liability under, any applicable Environmental Law.Law.
(ii) The Credit Parties Borrowers and their Subsidiaries have obtained all material permits, licenseslicenses, certificates or authorizations required under Environmental Law (collectively, “Environmental Permits”) and and necessary for the conduct of their businesses and operations, and the ownership, operation and use of of their Real Property. The Credit Parties Borrowers and their Subsidiaries are in material compliance with the terms terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in in good standing.standing.
(iii) There has been no Release or threatened Release or any handling, management, generationgeneration, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property Property presently or, to the knowledge of any Credit PartyBorrower, formerly owned, leased or operated by any of the Credit Partiesof Borrowers, their Subsidiaries or their respective predecessors in interest that has resulted in, or is is reasonably expected to result in, material liability or obligations by any of the Credit Parties Borrowers under Environmental Environmental Law or result in a material Environmental Claim.Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit PartiesBorrowers, threatened against any of the Credit Parties Borrowers or their Subsidiaries, or relating to the Real Property Property currently or formerly owned, leased or operated by any of the Credit Parties Borrowers or their Subsidiaries Subsidiaries or relating to the operations of the Credit Parties Borrowers or their Subsidiaries, and, to the knowledge knowledge of the Credit PartiesBorrowers, there are no actions, activities, circumstances, conditions, events or incidents incidents that are reasonably likely to form the basis of a material Environmental Claim.Claim.
(v) No person with an indemnity, contribution or other obligation to any of the Credit Parties Borrowers or their Subsidiaries relating to compliance with or liability under Environmental Law is in in default with respect to any such indemnity, contribution or other obligation.obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties Borrowers or their Subsidiaries Subsidiaries and, to the knowledge of the Credit PartiesBorrowers, no Real Property or facility formerly owned, leased leased or operated by any of the Credit Parties Borrowers or any of their predecessors in interest is (i) listed or proposed proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any governmental governmental or regulatory authority that indicates that any Credit Party Borrower or Subsidiary has or may have an an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit PartyBorrower, threatened under any Environmental Environmental Law with respect to any Real Property of the Credit Parties Borrowers or their Subsidiaries.Subsidiaries.
(b) None of the matters, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material Adverse Effect.
(c) The Credit Parties Borrowers and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties Borrowers and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any of the Credit PartiesBorrowers, their Subsidiaries or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Vireo Growth Inc.)
Environmental Warranties. In the ordinary course of its business, the Borrower conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Borrower and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (a) Except including any capital or operating expenditures required for clean-up or closure of properties presently owned or operated, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that, except as set forth in Schedule 7.14I hereto, to the best of its knowledge after due inquiry:
(ia) The Credit Parties, their Subsidiaries all facilities and their respective businesses, operations and Real Property are and have at all times during the Credit Parties’ or their Subsidiaries’ ownership, lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries have no material liability under, any applicable Environmental Law.
property (iiincluding underlying groundwater) The Credit Parties and their Subsidiaries have obtained all material permits, licenses, certificates or authorizations required under Environmental Law (“Environmental Permits”) and necessary for the conduct of their businesses and operations, and the ownership, operation and use of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing.
(iii) There has been no Release or threatened Release or any handling, management, generation, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Law or result in a material Environmental Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the basis of a material Environmental Claim.
(v) No person with an indemnity, contribution or other obligation to any of the Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in default with respect to any such indemnity, contribution or other obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties Borrower or their Subsidiaries and, to the knowledge any of the Credit Parties, no Real Property or facility formerly its Subsidiaries are owned, leased leased or operated by any of the Credit Parties Borrower and its Subsidiaries in material compliance with all Environmental Laws;
(b) there are no pending or threatened, and to Borrower’s knowledge, there have been no past, continuing (i) claims, complaints, notices or inquiries to, or requests for information received by, the Borrower or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or (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 or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law its Subsidiaries with respect to any Real Property alleged violation of the Credit Parties or their Subsidiaries.
(b) None of the mattersany Environmental Law, individually that, singly or in the aggregate, disclosed in Schedule 7.14 could have or may reasonably be expected to have a Material Adverse Effect., or (ii) claims, complaints, notices or inquiries to, or requests for information received by, the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law or under any common law theories relating to operations or the condition of any facilities or property (including underlying groundwater) owned, leased or operated by the Borrower and its Subsidiaries that, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect;
(c) The Credit Parties and their Subsidiaries there have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence been no Releases of Hazardous Materials at Real Property at, on or facilities formerly owned, operated, under any property now or previously owned or leased by the Borrower or used by any of its Subsidiaries that, singly or in the Credit Partiesaggregate, their Subsidiaries have, or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not may reasonably be expected to result have, a Material Adverse Effect;
(d) the Borrower and its Subsidiaries have been issued and are in material compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for their businesses;
(e) no property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries is listed or proposed for listing on the National Priorities List pursuant to CERCLA, or, to the extent that such listing may, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect, on the CERCLIS or on any other federal or state list of sites requiring investigation or clean-up;
(f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries that, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect;
(g) none of the Borrower or any of its Subsidiaries has 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, to the extent that such listing may, singly or in the aggregate, have, or may reasonably be expected to have a Material Adverse Effect, on the CERCLIS or on any federal or state list or which is the subject of federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower or any of its Subsidiaries for any remedial work, damage to natural resources or personal injury, including claims under CERCLA;
(h) there are no polychlorinated biphenyls, radioactive materials or friable asbestos present at any property now or previously owned or leased by the Borrower or any of its Subsidiaries that, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect; and
(i) no condition exists at, on or under any property now or previously owned or leased by the Borrower or any of its Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to material liability under any Environmental Law that, singly or in the aggregate have, or may reasonably be expected to have, a Material Adverse Effect.
Appears in 1 contract
Environmental Warranties. As a reasonable and prudent operator of oil and gas producing properties, in the ordinary course of its business, the Borrower has conducted, with respect to its Oil and Gas Properties, and, on an ongoing basis, conducts a review of the effect of Environmental Laws on the business, operations and Properties of the Borrower and its Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (including any capital or operating expenditures required for Remedial Action or other clean-up or closure of Properties presently owned or operated, any capital or operating expenditures required for Remedial Action or otherwise to achieve or maintain compliance with environmental protection standards imposed by any Environmental Law or as a condition of any Approval, license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that, except as disclosed in Item 7.17 (“Environmental Matters”) of the Disclosure Schedule, to the best of its knowledge after due inquiry:
(a) Except as set forth in Schedule 7.14:
all facilities and Property (iincluding underlying groundwater) The Credit Parties, their Subsidiaries and their respective businesses, operations and Real Property are and have at all times during the Credit Parties’ or their Subsidiaries’ ownership, lease or operation thereof been in material compliance with, and the Credit Parties and their Subsidiaries have no material liability under, any applicable Environmental Law.
(ii) The Credit Parties and their Subsidiaries have obtained all material permits, licenses, certificates or authorizations required under Environmental Law (“Environmental Permits”) and necessary for the conduct of their businesses and operations, and the ownership, operation and use of their Real Property. The Credit Parties and their Subsidiaries are in material compliance with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing.
(iii) There has been no Release or threatened Release or any handling, management, generation, treatment, storage or disposal of Hazardous Materials in, on, at, under, to, or from any Real Property presently or, to the knowledge of any Credit Party, formerly owned, leased or operated by any of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental Law or result in a material Environmental Claim.
(iv) There is no material Environmental Claim pending or, to the knowledge of the Credit Parties, threatened against any of the Credit Parties or their Subsidiaries, or relating to the Real Property currently or formerly owned, leased or operated by any of the Credit Parties or their Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge of the Credit Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the basis of a material Environmental Claim.
(v) No person with an indemnity, contribution or other obligation to any of the Credit Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in default with respect to any such indemnity, contribution or other obligation.
(vi) No Real Property owned, leased or operated by the Credit Parties Borrower or their Subsidiaries andany of its Subsidiaries have been, and continue to the knowledge of the Credit Partiesbe, no Real Property or facility formerly owned, leased leased or operated by any of the Credit Parties Borrower or any of their predecessors its Subsidiaries in interest is (i) listed or proposed for listing on compliance with all Environmental Laws where the National Priorities List as defined in and promulgated pursuant failure to CERCLA or (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 or regulatory authority that indicates that any Credit Party or Subsidiary has or may have an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws.
(vii) No Lien has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law with respect to any Real Property of the Credit Parties or their Subsidiaries.
(b) None of the matters, individually or in the aggregate, disclosed in Schedule 7.14 do so could reasonably be expected to have a Material Adverse Effect.;
(b) there have been no past, and there are no pending or threatened
(i) claims, complaints, notices or inquiries to, or requests for information received by, the Borrower or any of its Subsidiaries with respect to any alleged violation of any Environmental Law, that, singly or in the aggregate, have or may be expected to have a Material Adverse Effect, or
(ii) claims, complaints, notices or inquiries to, or requests for information received by, the Borrower or any of its Subsidiaries regarding potential liability under any Environmental Law or under any common law theories relating to operations or the condition of any facilities or Property (including underlying groundwater) owned, leased or operated by the 55 Credit Agrmt Borrower or any of its Subsidiaries that, singly or in the aggregate, have, or may be expected to have a Material Adverse Effect;
(c) The Credit Parties and their Subsidiaries there have made available to the Administrative Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real Property or the existence been no Releases of Hazardous Materials at Real at, on or under any Property now or facilities formerly owned, operated, previously owned or leased by the Borrower or used by any of its Subsidiaries that, singly or in the Credit Partiesaggregate, their Subsidiaries have, or their predecessors-in-interest. Any reference to “Subsidiaries” in this Section 7.14 shall, with respect to any Subsidiary that is not a Credit Party, be true and correct in all material respects with respect to such Subsidiary except to the extent the failure of such representation to be true and correct in all material respects with respect to such Subsidiary could not reasonably may be expected to result in have, a Material Adverse Effect.;
(d) each of the Borrower, each of its Subsidiaries, as applicable, has been issued and is in compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for its business where the failure to do so could be expected to have a Material Adverse Effect;
(e) no Property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries is listed or proposed for listing on the National Priorities List pursuant to CERCLA, or, to the extent that such listing may, singly or in the aggregate, have, or may be expected to have a Material Adverse Effect, on the CERCLIS or on any other similar federal or state list of sites requiring investigation or clean-up;
(f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any Property now or previously owned, leased or operated by the Borrower or any of its Subsidiaries that, singly or in the aggregate, have, or may be expected to have, a Material Adverse Effect;
(g) neither the Borrower nor any Subsidiaries of the Borrower has 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, to the extent that such listing may, singly or in the aggregate, have, or may be expected to have a Material Adverse Effect, on the CERCLIS or on any similar federal or state list or which is the subject of federal, state or local enforcement actions or other investigations which may lead to material claims against the Borrower or any of its Subsidiaries for any remedial work, damage to natural resources or personal injury, including claims under CERCLA;
(h) there are no polychlorinated biphenyls, radioactive materials or friable asbestos present at any Property now or previously owned or leased by the Borrower or any of its Subsidiaries that, singly or in the aggregate, have, or may be expected to have, a Material Adverse Effect;
(i) since the respective dates of the reports delivered pursuant to Section 6.1.12 and Section 6.2.1, no event has occurred or condition changed which would make the descriptions and characterizations of the Properties covered thereby incomplete or misleading in any material respect; and
Appears in 1 contract