Environmental Warranties. (a) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries and each of their respective businesses, operations, real property, facilities and assets are and in the last five years have been in compliance with, and Borrower and its Subsidiaries have no liability under, Environmental Law. (b) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries have obtained all Environmental Permits that are related to, and required for, the conduct of their businesses and operations, and the ownership, operation and use of their real property, facilities and assets, all as currently conducted under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plans of Borrower and its Subsidiaries, no expenditures or operational adjustments will be required during the next five years in order to renew or modify such Environmental Permits. (c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by Borrower or its Subsidiaries or any of their respective predecessors in interest that could reasonably be expected to result in liability to Borrower or its Subsidiaries under Environmental Law. (d) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no Environmental Action pending or, to the knowledge of any Loan Party, threatened against any of Borrower or its Subsidiaries, or relating to the real property currently or formerly owned, leased or operated by or relating to the operations of Borrower or its Subsidiaries, and there are no actions, omissions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Action. (i) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of Borrower and its Subsidiaries is obligated to perform any material action or otherwise incur any material expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of Borrower and its Subsidiaries is conducting or financing any material Response Action pursuant to any Environmental Law with respect to any location, (ii) all known Environmental Actions involving any of Borrower and its Subsidiaries or any of their real property, facilities, assets or operations have been resolved without ongoing obligations or costs, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) no circumstances exist that could reasonably be expected to (A) form the basis of a material Environmental Action against Borrower or its Subsidiaries or the real property, facilities, assets or operations of any of them or (B) cause any such real property, facilities, assets or operations to be subject to any restriction on ownership, occupancy, use or transferability under Environmental Law, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Environmental Warranties. Except as set forth on Item 6.13 of the Disclosure Schedule, (a) Except as could notthe operations of each Loan Party are in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, other than non-compliances that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries and each of their respective businesses, operations, real property, facilities and assets are and in the last five years have been in compliance with, and Borrower and its Subsidiaries have no liability under, Environmental Law.
(b) Except as could notno Loan Party is party to and no Loan Party is subject to or the subject of, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries have obtained all Environmental Permits that are related to, and required for, the conduct of their businesses and operations, and the ownership, operation and use of their real property, facilities and assets, all as currently conducted under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plans of Borrower and its Subsidiaries, no expenditures or operational adjustments will be required during the next five years in order to renew or modify such Environmental Permits.
(c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by Borrower or its Subsidiaries Contractual Obligation or any of their respective predecessors in interest that could reasonably be expected to result in liability to Borrower or its Subsidiaries under Environmental Law.
pending (d) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no Environmental Action pending or, to the knowledge of any Loan Party, threatened against in writing) order, action, investigation, suit, proceeding, audit, claim, written demand, dispute or notice of violation or of potential liability or similar notice under or pursuant to any of Borrower or its SubsidiariesEnvironmental Law other than those that, or relating to the real property currently or formerly owned, leased or operated by or relating to the operations of Borrower or its Subsidiaries, and there are no actions, omissions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Action.
(i) Except as could not, either individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect, (c) to the knowledge of any Loan Party, no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any Real Property owned, leased long term, subleased long term or operated long term by any Loan Party (the “Real Property”), except as could not reasonably be expected to have a Material Adverse Effect, none (d) no Loan Party has caused a Release of Borrower Hazardous Materials at, on or from any Real Property and its Subsidiaries each such Real Property is obligated free of contamination by any Hazardous Materials except for such Release or contamination that could not reasonably be expected to perform any material action or otherwise incur any material expense under Environmental Law pursuant to any orderhave, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of Borrower and its Subsidiaries is conducting or financing any material Response Action pursuant to any Environmental Law with respect to any location, (ii) all known Environmental Actions involving any of Borrower and its Subsidiaries or any of their real property, facilities, assets or operations have been resolved without ongoing obligations or costs, except as could not, either individually or in the aggregate, a Material Adverse Effect, (e) no Loan Party (i) is or has been engaged in operations, or (ii) knows of any facts, circumstances or conditions, including receipt of any information request or notice of potential responsibility under CERCLA or similar Environmental Laws, that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, Effect and (iiif) no circumstances exist that could reasonably be expected each Loan Party has made available to (A) form the basis Administrative Agent copies of a all existing environmental reports, reviews and audits and all material documents pertaining to actual or potential Environmental Action against Borrower Liabilities, in each case to the extent such reports, reviews, audits and documents are in their possession, custody or its Subsidiaries or the real property, facilities, assets or operations of any of them or (B) cause any such real property, facilities, assets or operations to be subject to any restriction on ownership, occupancy, use or transferability under Environmental Law, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectcontrol.
Appears in 1 contract
Sources: Credit Agreement (Lannett Co Inc)
Environmental Warranties. (a) Except as could notset forth on Schedule 3.14
(a) all facilities and property owned, leased or operated by any Borrower or any of its Subsidiaries, and all operations conducted thereon, are in compliance with all Environmental Laws, except for such noncompliance that, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries and each of their respective businesses, operations, real property, facilities and assets are and in the last five years have been in compliance with, and Borrower and its Subsidiaries have no liability under, Environmental Law.
(b) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries have obtained all Environmental Permits that are related to, and required for, the conduct of their businesses and operations, and the ownership, operation and use of their real property, facilities and assets, all as currently conducted under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plans of Borrower and its Subsidiaries, no expenditures or operational adjustments will be required during the next five years in order to renew or modify such Environmental Permits.
(c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by Borrower or its Subsidiaries or any of their respective predecessors in interest that could reasonably be expected to result in liability to Borrower or its Subsidiaries under Environmental Law.
(d) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no Environmental Action pending or, to the knowledge of any Loan Party, threatened against any of Borrower or its Subsidiaries, or relating to the real property currently or formerly owned, leased or operated by or relating to the operations of Borrower or its Subsidiaries, and there are no actions, omissions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Action.
(i) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of Borrower and its Subsidiaries is obligated to perform any material action or otherwise incur any material expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of Borrower and its Subsidiaries is conducting or financing any material Response Action pursuant to any Environmental Law with respect to any location, (ii) all known Environmental Actions involving any of Borrower and its Subsidiaries or any of their real property, facilities, assets or operations have been resolved without ongoing obligations or costs, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) no circumstances exist that could reasonably be expected to (A) form the basis of a material Environmental Action against Borrower or its Subsidiaries or the real property, facilities, assets or operations of any of them or (B) cause any such real property, facilities, assets or operations to be subject to any restriction on ownership, occupancy, use or transferability under Environmental Law, except as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth on Schedule 3.14(b), there are no pending or threatened (in writing):
(i) Environmental Claims received by any Borrower or any of its Subsidiaries, or
(ii) written claims, complaints, notices or inquiries received by any Borrower or any of its Subsidiaries regarding Environmental Liability, in each case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(c) Except as set forth on Schedule 3.14(c), there have been no Releases of Hazardous Materials at, on, under or from any property now or, to any Loan Party's knowledge, previously owned, leased or operated by the U.S. Borrower or any of its Subsidiaries that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.
(d) The U.S. Borrower and its Subsidiaries have been issued and are in compliance with all Environmental Permits necessary for their operations, facilities and businesses and each is in full force and effect, except for such Environmental Permits which, if not so obtained or as to which the U.S. Borrower and its Subsidiaries are not in compliance, or are not in effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(e) No property now or, to any Loan Party's knowledge, previously owned, leased or operated by the U.S. Borrower or any of its Subsidiaries is listed or proposed (with respect to owned property only) for listing on the CERCLIS or on any similar state list of sites requiring investigation or cleanup, or on the National Priorities List pursuant to CERCLA.
(f) There are no underground storage tanks, active or abandoned, including petroleum storage tanks, surface impoundments or disposal areas, on or under any property now or, to any Loan Party's knowledge, previously owned or leased by the U.S. Borrower or any of its Subsidiaries which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(g) Neither the U.S. Borrower nor any of its Subsidiaries has transported or 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, on the CERCLIS or on any similar state list or which is the subject of federal, state or local enforcement actions or other investigations which would reasonably be expected to lead to any Environmental Claim against the U.S. Borrower or such Subsidiary.
(h) No liens have been recorded pursuant to any Environmental Law with respect to any property or other assets currently owned or leased by the U.S. Borrower or its Subsidiaries.
(i) Neither the U.S. Borrower nor any of its Subsidiaries is currently conducting any Remedial Action pursuant to any Environmental Law, nor has any of the Loan Parties or any of their respective Subsidiaries assumed by contract, agreement or operation of law any obligation under Environmental Law, the cost of which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(j) There are no polychlorinated biphenyls or asbestos or asbestos-containing material present at any property owned, leased or operated by the U.S. Borrower or any of its Subsidiaries, which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Spirit AeroSystems Holdings, Inc.)
Environmental Warranties. (a) Except as could notThe Real Property has been and is owned, operated or leased by the Borrower and each other Loan Party in compliance with all Environmental Laws, except for such violations that, either individually or in the aggregate, could not reasonably be expected to have result in a liability exceeding a Material Adverse Effect, each of Borrower and its Subsidiaries and each of their respective businesses, operations, real property, facilities and assets are and in the last five years have been in compliance with, and Borrower and its Subsidiaries have no liability under, Environmental LawAmount.
(b) Except as could notThere have been no past (to the knowledge of the Borrowers and the other Loan Parties), and there are no pending or threatened claims, complaints, written notices or requests for information received by the Borrower or any other Loan Party with respect to any alleged violation of any Environmental Law that, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries have obtained all Environmental Permits that are related to, and required for, the conduct of their businesses and operations, and the ownership, operation and use of their real property, facilities and assets, all as currently conducted under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plans of Borrower and its Subsidiaries, no expenditures or operational adjustments will be required during the next five years in order to renew or modify such Environmental Permits.
(c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by Borrower or its Subsidiaries or any of their respective predecessors in interest that could reasonably be expected to result in a liability to Borrower exceeding a Material Environmental Amount, or its Subsidiaries under Environmental Lawalleges criminal misconduct or injunctive relief.
(dc) Except as could notThere have been no Releases of Hazardous Materials at, on or under the Real Property that, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no Environmental Action pending or, to the knowledge of any Loan Party, threatened against any of Borrower or its Subsidiarieshas, or relating to the real property currently or formerly owned, leased or operated by or relating to the operations of Borrower or its Subsidiaries, and there are no actions, omissions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an result in having, a liability exceeding a Material Environmental ActionAmount.
(id) Except as could notThe Borrower and each other Loan Party have been issued, and are in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations relating to environmental matters that are necessary or desirable for their businesses and required by Environmental Laws, except where the failure to have or do any of the foregoing, either individually or in the aggregate, could not reasonably be expected to have result in a liability exceeding a Material Adverse EffectEnvironmental Amount.
(e) No property now or previously owned, none operated or leased by either of Borrower and its Subsidiaries the Borrowers or any other Loan Party is obligated listed or (to perform any material action or otherwise incur any material expense under Environmental Law the best of their knowledge) proposed for listing on the National Priorities List pursuant to CERCLA or on any ordersimilar state list of sites requiring investigation or clean-up.
(f) Except as set forth in Item 6.13(f) (“Environmental Matters/Storage Tanks”) of the Disclosure Schedule, decreethere are no above ground or underground storage tanks, judgment active or agreement by abandoned, including petroleum storage tanks, on or under the Real Property.
(g) None of the Borrowers, any other Loan Party or any other Person (to the best of their knowledge (after due inquiry)) has transported or arranged for the transportation of any Hazardous Material to any location which it is bound listed or has assumed by contract or agreement, and none (to the best of Borrower and its Subsidiaries is conducting or financing any material Response Action their knowledge) proposed for listing on the National Priorities List pursuant to CERCLA or on any Environmental Law with respect similar state list or which is the subject of federal, state or local enforcement actions or other investigations, which may lead to any location, (ii) all known Environmental Actions involving any of Borrower and its Subsidiaries claims against the Borrowers or any of their real propertyother Loan Party for any remedial work, facilitiesdamage to natural resources or personal injury (including claims under CERCLA) which, assets or operations have been resolved without ongoing obligations or costs, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) no circumstances exist that could reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(Ah) form There are no polychlorinated biphenyls, friable asbestos or other Hazardous Materials present on the basis of a material Environmental Action against Borrower or its Subsidiaries or the real propertyReal Property that, facilities, assets or operations of any of them or (B) cause any such real property, facilities, assets or operations to be subject to any restriction on ownership, occupancy, use or transferability under Environmental Law, except as could not, either individually or in the aggregate, could reasonably be expected to have result in a liability exceeding a Material Adverse EffectEnvironmental Amount.
(i) No conditions exist at, on or under any property now or previously owned, operated or leased by the Borrowers or any other Loan Party which, with the passage of time, or the giving of notice or both, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(j) There are no areas of the Real Property with respect to which either of the Borrowers or any other Loan Party has a legal obligation under the Endangered Species Act of 1973, 16 U.S.C. §§ 1531 et seq., on the Real Property, and no portion of the Real Property has been designated as a “critical habitat”, as defined in such Act.
Appears in 1 contract
Environmental Warranties. (a) Except as could notThe Real Property has been and is owned, operated or leased by each Loan Party and each Subsidiary of any Loan Party in compliance with all Environmental Laws, except for such violations that, either individually or in the aggregate, could not reasonably be expected to have result in a liability exceeding a Material Adverse Effect, each of Borrower and its Subsidiaries and each of their respective businesses, operations, real property, facilities and assets are and in the last five years have been in compliance with, and Borrower and its Subsidiaries have no liability under, Environmental LawAmount.
(b) Except as could notThere have been no past (to the knowledge of any Loan Party or any Subsidiary of any Loan Party), and there are no pending or threatened claims, complaints, written notices or requests for information received by any Loan Party or any Subsidiary of any Loan Party with respect to any alleged violation of any Environmental Law that, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries have obtained all Environmental Permits that are related to, and required for, the conduct of their businesses and operations, and the ownership, operation and use of their real property, facilities and assets, all as currently conducted under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plans of Borrower and its Subsidiaries, no expenditures or operational adjustments will be required during the next five years in order to renew or modify such Environmental Permits.
(c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by Borrower or its Subsidiaries or any of their respective predecessors in interest that could reasonably be expected to result in a liability to Borrower exceeding a Material Environmental Amount, or its Subsidiaries under Environmental Lawalleges criminal misconduct or injunctive relief.
(dc) Except as could notThere have been no Releases of Hazardous Materials at, on or under the Real Property that, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no Environmental Action pending or, to the knowledge of any Loan Party, threatened against any of Borrower or its Subsidiarieshas, or relating to the real property currently or formerly owned, leased or operated by or relating to the operations of Borrower or its Subsidiaries, and there are no actions, omissions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an result in having, a liability exceeding a Material Environmental ActionAmount.
(id) Except as could notEach Loan Party and each Subsidiary of any Loan Party has been issued, and is in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations relating to environmental matters that are necessary or desirable for their businesses and required by Environmental Laws, except where the failure to have or do any of the foregoing, either individually or in the aggregate, could not reasonably be expected to have result in a liability exceeding a Material Adverse EffectEnvironmental Amount.
(e) No property now or previously owned, none operated or leased by any Loan Party or any Subsidiary of Borrower and its Subsidiaries any Loan Party is obligated listed or (to perform any material action or otherwise incur any material expense under Environmental Law the best of their knowledge) proposed for listing on the National Priorities List pursuant to CERCLA or on any ordersimilar state list of sites requiring investigation or clean-up.
(f) Except as set forth in Item 6.13(f) (“Environmental Matters/Storage Tanks”) of the Disclosure Schedule, decreethere are no above ground or underground storage tanks, judgment active or agreement by abandoned, including petroleum storage tanks, on or under the Real Property.
(g) None of the Loan Parties, the Subsidiaries of any Loan Party or any other Person (to the best of their knowledge (after due inquiry)) has transported or arranged for the transportation of any Hazardous Material to any location which it is bound listed or has assumed by contract or agreement, and none (to the best of Borrower and its Subsidiaries is conducting or financing any material Response Action their knowledge) proposed for listing on the National Priorities List pursuant to CERCLA or on any Environmental Law with respect similar state list or which is the subject of federal, state or local enforcement actions or other investigations, which may lead to claims against any location, (ii) all known Environmental Actions involving any of Borrower and its Subsidiaries Loan Party or any Subsidiary of their real propertyany Loan Party for any remedial work, facilitiesdamage to natural resources or personal injury (including claims under CERCLA) which, assets or operations have been resolved without ongoing obligations or costs, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) no circumstances exist that could reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(Ah) form There are no polychlorinated biphenyls, friable asbestos or other Hazardous Materials present on the basis of a material Environmental Action against Borrower or its Subsidiaries or the real propertyReal Property that, facilities, assets or operations of any of them or (B) cause any such real property, facilities, assets or operations to be subject to any restriction on ownership, occupancy, use or transferability under Environmental Law, except as could not, either individually or in the aggregate, could reasonably be expected to have result in a liability exceeding a Material Adverse EffectEnvironmental Amount.
(i) No conditions exist at, on or under any property now or previously owned, operated or leased by any Loan Party or any Subsidiary of any Loan Party which, with the passage of time, or the giving of notice or both, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(j) There are no areas of the Real Property with respect to which any Loan Party or any Subsidiary of any Loan Party has a legal obligation under the Endangered Species Act of 1973, 16 U.S.C. §§ 1531 et seq., on the Real Property, and no portion of the Real Property has been designated as a “critical habitat,” as defined in such Act.
Appears in 1 contract
Environmental Warranties. Except as set forth on Item 6.13 of the Disclosure Schedules:
(a) Except as could notthe Project and the Loan Parties are, individually or in and to the aggregateBorrowers’ knowledge have been, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries and each of their respective businesses, operations, real property, facilities and assets are and in the last five years have been in compliance within all material respects with all applicable Environmental Laws, and Borrower and its Subsidiaries have no liability underincluding all Permits required thereunder, Environmental Law.in respect of the Project;
(b) Except as could notthere are no pending, individually or to the knowledge of the Loan Parties, threatened (in writing) material Environmental Claims against or with respect to the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries have obtained all Environmental Permits that are related to, and required forProject, the conduct of their businesses and operationsProject site, and or any Loan Party with respect to the ownership, operation and use of their real property, facilities and assets, all as currently conducted under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plans of Borrower and its Subsidiaries, no expenditures or operational adjustments will be required during the next five years in order to renew or modify such Environmental Permits.Project;
(c) Except as could not, individually or in the aggregate, reasonably be expected to there have a Material Adverse Effect, there has been no Release or Releases or, to the knowledge of the Loan Parties, any threatened Release Releases of Hazardous Material Materials by any Loan Party or, to the knowledge of the Loan Parties, by any third party at, on, at, under or from any real property or facility presently or currently or, to the knowledge of the Loan Parties, formerly owned, leased owned or operated by Borrower any Loan Party that could reasonably be expected to require any Loan Party to perform any material investigation, cleanup or its Subsidiaries remedial action pursuant to any Environmental Law or any applicable Permit issued thereunder, and no Loan Parties, nor, to the knowledge of their respective predecessors any Borrower, any third party, has used, Released, 140 Project Granite – Credit Agreement generated, manufactured, produced, treated, handled or stored in, on, from or under the Project sites, the Project or any other real property that is the subject of the Real Property Documents, or transported thereto or therefrom, any Hazardous Materials in interest a manner that could reasonably be expected to subject the Administrative Agent or the Lenders to any Environmental Claim or liability under any Environmental Law, or otherwise could reasonably be expected to subject any Loan Party to any material Environmental Claim;
(d) no property currently or, to the knowledge of the Loan Parties, formerly owned or operated by the Loan Parties is listed on the National Priorities List pursuant to CERCLA, or on any similar state list;
(e) there are no underground tanks, whether operative or temporarily or permanently closed or abandoned, or any landfills or surface impoundments located on the Project sites or the real property that is the subject of the Real Property Documents that could reasonably be expected to result in a material Environmental Claim or in any material liability of any Loan Party under any Environmental Law or any Permit issued pursuant to Borrower or its Subsidiaries under any Environmental Law.; and
(df) Except as could not, individually or in to the aggregate, reasonably be expected to have a Material Adverse Effectknowledge of the Loan Parties, there is no Environmental Action pending orcondition, to the knowledge of any Loan Partycircumstance, threatened against any of Borrower or its Subsidiariesaction, activity, or relating to the real property currently or formerly owned, leased or operated by or relating to the operations of Borrower or its Subsidiaries, and there are no actions, omissions, activities, circumstances, conditions, events or incidents event that could reasonably be expected to form the basis of such an Environmental Action.
(i) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of Borrower and its Subsidiaries is obligated to perform any material action or otherwise incur any material expense under violation of Environmental Law pursuant to or any order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of Borrower and its Subsidiaries is conducting or financing any material Response Action Permit issued pursuant to any Environmental Law with respect to Law, by any locationLoan Party, (ii) all known Environmental Actions involving any of Borrower and its Subsidiaries or any of their real propertymaterial liability under any Environmental Law to, facilities, assets or operations have been resolved without ongoing obligations or costs, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) no circumstances exist that could reasonably be expected to (A) form the basis of a any material Environmental Action against Borrower Claim against, the Administrative Agent, the Lenders, or its Subsidiaries or the real property, facilities, assets or operations of any of them or (B) cause any such real property, facilities, assets or operations to be subject to any restriction on ownership, occupancy, use or transferability under Environmental Law, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectLoan Party.
Appears in 1 contract
Sources: Credit Agreement (Fervo Energy Co)
Environmental Warranties. 134
(a) Except as could notThe Real Property has been and is owned, operated or leased by each Loan Party and each Subsidiary of any Loan Party in compliance with all Environmental Laws, except for such violations that, either individually or in the aggregate, could not reasonably be expected to have result in a liability exceeding a Material Adverse Effect, each of Borrower and its Subsidiaries and each of their respective businesses, operations, real property, facilities and assets are and in the last five years have been in compliance with, and Borrower and its Subsidiaries have no liability under, Environmental LawAmount.
(b) Except as could notThere have been no past (to the knowledge of any Loan Party or any Subsidiary of any Loan Party), and there are no pending or threatened claims, complaints, written notices or requests for information received by any Loan Party or any Subsidiary of any Loan Party with respect to any alleged violation of any Environmental Laws that, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries have obtained all Environmental Permits that are related to, and required for, the conduct of their businesses and operations, and the ownership, operation and use of their real property, facilities and assets, all as currently conducted under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plans of Borrower and its Subsidiaries, no expenditures or operational adjustments will be required during the next five years in order to renew or modify such Environmental Permits.
(c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by Borrower or its Subsidiaries or any of their respective predecessors in interest that could reasonably be expected to result in a liability to Borrower exceeding a Material Environmental Amount, or its Subsidiaries under Environmental Lawalleges criminal misconduct or injunctive relief.
(dc) Except as could notThere have been no Releases of Hazardous Materials at, on or under the Real Property that, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no Environmental Action pending or, to the knowledge of any Loan Party, threatened against any of Borrower or its Subsidiarieshas, or relating to the real property currently or formerly owned, leased or operated by or relating to the operations of Borrower or its Subsidiaries, and there are no actions, omissions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an result in having, a liability exceeding a Material Environmental ActionAmount.
(id) Except as could notEach Loan Party and each Subsidiary of any Loan Party has been issued, and is in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations relating to environmental matters that are necessary or desirable for their businesses and required by Environmental Laws, except where the failure to have or do any of the foregoing, either individually or in the aggregate, could not reasonably be expected to have result in a liability exceeding a Material Adverse EffectEnvironmental Amount.
(e) No property now or previously owned, none operated or leased by any Loan Party or any Subsidiary of Borrower and its Subsidiaries any Loan Party is obligated listed or (to perform any material action or otherwise incur any material expense under Environmental Law the best of their knowledge) proposed for listing on the National Priorities List pursuant to CERCLA or on any ordersimilar state list of sites requiring investigation or clean-up.
(f) Except as set forth in Item 6.13(f) (“Environmental Matters/Storage Tanks”) of the Disclosure Schedule, decreethere are no above ground or underground storage tanks, judgment active or agreement by which it is bound abandoned, that are not actively maintained in compliance with federal and state regulations or has assumed by contract that have been identified as or agreementare otherwise associated with a recognized environmental condition, and none whether controlled, historical or otherwise, on or under the Real Property.
(g) None of Borrower and its the Loan Parties, the Subsidiaries is conducting or financing of any material Response Action pursuant to any Environmental Law with respect to any location, (ii) all known Environmental Actions involving any of Borrower and its Subsidiaries Loan Party or any other Person (to the best of their real propertyknowledge (after due inquiry)) has transported or arranged for the transportation of any Hazardous Material which may lead to claims against any Loan Party or any Subsidiary of any Loan Party for any remedial work, facilitiesdamage to natural resources or personal injury (including claims under CERCLA) which, assets or operations have been resolved without ongoing obligations or costs, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) no circumstances exist that could reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(Ah) form There are no polychlorinated biphenyls, friable asbestos or other Hazardous Materials present on the basis of a material Environmental Action against Borrower or its Subsidiaries or the real propertyReal Property that, facilities, assets or operations of any of them or (B) cause any such real property, facilities, assets or operations to be subject to any restriction on ownership, occupancy, use or transferability under Environmental Law, except as could not, either individually or in the aggregate, could reasonably be expected to have result in a liability exceeding a Material Adverse EffectEnvironmental Amount. 46267678.11
(i) No conditions exist at, on or under any property now or previously owned, operated or leased by any Loan Party or any Subsidiary of any Loan Party which, with the passage of time, or the giving of notice or both, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(j) Except as set forth in Item 6.13(j) (“Endangered Species Act; Critical Habitat”) of the Disclosure Schedule, there are no areas of the Real Property with respect to which any Loan Party or any Subsidiary of any Loan Party has a legal obligation under the Endangered Species Act of 1973, 16 U.S.C. §§ 1531 et seq., on the Real Property, and no portion of the Real Property has been designated as a “critical habitat,” as defined in such Act.
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Sources: Fifth Agreement Regarding Consents and Amendments (CatchMark Timber Trust, Inc.)
Environmental Warranties. Except as set forth in Item 6.12 ("Environmental Matters") of the Disclosure Schedule:
(a) Except all facilities and property (including underlying groundwater) owned or leased by any Loan Party or any of their respective Subsidiaries are, and (in the case of facilities or property leased by Loan Party as could notLessee) have been, individually and continue to be, owned or leased by such Loan Party and its respective Subsidiaries (to the Loan Party's knowledge as to real estate property leased by any Loan Party) in material compliance with all Environmental Laws;
(b) there have been no past, and there are no pending or to any Loan Party's knowledge threatened (in writing)
(i) claims, complaints, notices or requests for information received by any Loan Party or any of its respective Subsidiaries with respect to any alleged violation of any Environmental Law, or
(ii) complaints, notices or inquiries to any Loan Party or any of its respective Subsidiaries regarding potential liability under any Environmental Law; nor does any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened;
(c) there have been no Releases by any Loan Party of Hazardous Materials from, at, on or under any property now or previously owned or leased by any Loan Party or any of their respective Subsidiaries (to any Loan Party's knowledge as to real estate property leased by any Loan Party) or arising from or related to the operations of any Loan Party or any Subsidiary or otherwise in connection with the Business that, singly or in the aggregate, have, or could reasonably be expected to have have, a Material Adverse Effect, ;
(d) each of Borrower Loan Party and its respective Subsidiaries and each of their respective businesses, operations, real property, facilities and assets are and in the last five years have been issued and are in material compliance withwith all permits, certificates, approvals, licenses and Borrower other authorizations relating to environmental matters and its Subsidiaries have no liability under, Environmental Law.necessary for their businesses;
(be) Except no property now or previously owned or leased by any Loan Party or any of its respective Subsidiaries is (to any Loan Party's knowledge as could notto real estate property leased by any Loan Party) listed or proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, individually on the CERCLIS or on any similar state list of sites requiring investigation or clean-up;
(f) there are (to any Loan Party's knowledge as to real estate property leased by any Loan Party) no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any property now or previously owned or leased by any Loan Party or any of its respective Subsidiaries that, singly or in the aggregate, have, or could reasonably be expected to have have, a Material Adverse Effect, each of Borrower and its Subsidiaries have obtained all Environmental Permits that are related to, and required for, the conduct of their businesses and operations, and the ownership, operation and use of their real property, facilities and assets, all as currently conducted under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plans of Borrower and its Subsidiaries, no expenditures or operational adjustments will be required during the next five years in order to renew or modify such Environmental Permits.;
(cg) Except none of the Loan Parties nor any Subsidiary of any of the Loan Parties 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, on the CERCLIS or on any similar state list or which is the subject of federal, state or local enforcement actions or other investigations which could reasonably be expected to lead to material claims against such Loan Party or such Subsidiary thereof for any remedial work, damage to natural resources or personal injury, including claims under CERCLA;
(h) there are no polychlorinated biphenyls or friable asbestos present at any property now or previously owned or leased by any Loan Party or any Subsidiary (to any Loan Party's knowledge as could notto real estate property leased by any Loan Party) of such Loan Party that, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effecthave, there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by Borrower or its Subsidiaries or any of their respective predecessors in interest that could reasonably be expected to result in liability to Borrower or its Subsidiaries under Environmental Law.
(d) Except as could nothave, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no Environmental Action pending or, to the knowledge of any Loan Party, threatened against any of Borrower or its Subsidiaries, or relating to the real property currently or formerly owned, leased or operated by or relating to the operations of Borrower or its Subsidiaries, and there are no actions, omissions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Action.; and
(i) Except as could notno conditions exist at, individually on or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of Borrower and its Subsidiaries is obligated to perform under any material action property now or otherwise incur previously owned or leased by any material expense under Environmental Law pursuant Loan Party (to any orderLoan Party's knowledge as to real estate property leased by any Loan Party) which, decreewith the passage of time, judgment or agreement by which it is bound the giving of notice or has assumed by contract or agreementboth, and none of Borrower and its Subsidiaries is conducting or financing any material Response Action pursuant would give rise to liability under any Environmental Law with respect to any location, (ii) all known Environmental Actions involving any of Borrower and its Subsidiaries or any of their real property, facilities, assets or operations have been resolved without ongoing obligations or costs, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) no circumstances exist that could reasonably be expected to (A) form the basis of a material Environmental Action against Borrower or its Subsidiaries or the real property, facilities, assets or operations of any of them or (B) cause any such real property, facilities, assets or operations to be subject to any restriction on ownership, occupancy, use or transferability under Environmental Law, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Environmental Warranties. (a) Except All facilities and property (including underlying groundwater) owned or leased by each Loan Party and each of their respective Subsidiaries are in compliance with all Environmental Laws, except for such non-compliance as could notwould not reasonably be expected to result in a Material Adverse Effect.
(b) There are no pending or, individually to the best of its knowledge, threatened Environmental Claims against any Loan Party or any of their respective Subsidiaries, except for such Environmental Claims that are not reasonably likely, either singly or in the aggregate, to result in a Material Adverse Effect.
(c) There have been no Releases of Hazardous Materials at, on or under any property now or, to the best of its knowledge, previously owned or leased by any Loan Party or any of their respective Subsidiaries that, singly or in the aggregate, have, or may reasonably be expected to have, a Material Adverse Effect.
(d) Each Loan Party and each of their respective Subsidiaries have been issued and are in compliance with all permits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary or desirable for their businesses, except to the extent that the failure to have or comply with such permits, certificates, approvals, licenses and other authorizations relating to environmental matters would not be reasonably likely to have a Material Adverse Effect.
(e) No property now or, each to the best of Borrower and its Subsidiaries knowledge, previously owned or leased by any Loan Party and each of their respective businesses, operations, real property, facilities and assets are and in Subsidiaries is listed or proposed for listing on the last five years have been in compliance with, and Borrower and its Subsidiaries have no liability under, Environmental Law.
(b) Except as could not, individually or in the aggregate, reasonably be expected National Priorities List pursuant to have a Material Adverse Effect, each of Borrower and its Subsidiaries have obtained all Environmental Permits that are related to, and required for, the conduct of their businesses and operations, and the ownership, operation and use of their real property, facilities and assets, all as currently conducted under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plans of Borrower and its Subsidiaries, no expenditures or operational adjustments will be required during the next five years in order to renew or modify such Environmental Permits.
(c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by Borrower or its Subsidiaries CERCLA or any of their respective predecessors in interest that could reasonably be expected to result in liability to Borrower or its Subsidiaries under Environmental Law.
(d) Except as could notsimilar state law, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no Environmental Action pending or, to the knowledge best of its knowledge, is on the CERCLIS or on any Loan Partysimilar state list of sites requiring investigation or clean-up, threatened against except, in each case, for any of Borrower or its Subsidiariessuch listing that, or relating to the real property currently or formerly owned, leased or operated by or relating to the operations of Borrower or its Subsidiaries, and there are no actions, omissions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Action.
(i) Except as could not, individually singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of Borrower and its Subsidiaries is obligated to perform any material action or otherwise incur any material expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of Borrower and its Subsidiaries is conducting or financing any material Response Action pursuant to any Environmental Law with respect to any location, (ii) all known Environmental Actions involving any of Borrower and its Subsidiaries or any of their real property, facilities, assets or operations have been resolved without ongoing obligations or costs, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) no circumstances exist that could reasonably be expected to (A) form the basis of a material Environmental Action against Borrower or its Subsidiaries or the real property, facilities, assets or operations of any of them or (B) cause any such real property, facilities, assets or operations to be subject to any restriction on ownership, occupancy, use or transferability under Environmental Law, except as could not, individually or in the aggregate, aggregate would not reasonably be expected to have a Material Adverse Effect.
(f) To the best of its knowledge, no Loan Party nor any of their respective 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 which is the subject of Federal, state or local enforcement actions or other investigations which may lead to Environmental Claims against such Loan Party or Subsidiary except, in each case, to the extent that the foregoing would not reasonably be expected to have Material Adverse Effect.
Appears in 1 contract
Environmental Warranties. (a) Except as could notThe Real Property has been and is owned, operated or leased by the Borrowers and each other Loan Party in compliance with all Environmental Laws, except for such violations that, either individually or in the aggregate, could not reasonably be expected to have result in a liability exceeding a Material Adverse Effect, each of Borrower and its Subsidiaries and each of their respective businesses, operations, real property, facilities and assets are and in the last five years have been in compliance with, and Borrower and its Subsidiaries have no liability under, Environmental LawAmount.
(b) Except as could notThere have been no past (to the knowledge of the Borrowers and the other Loan Parties), and there are no pending or threatened claims, complaints, written notices or requests for information received by the Borrowers or any other Loan Party with respect to any alleged violation of any Environmental Law that, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries have obtained all Environmental Permits that are related to, and required for, the conduct of their businesses and operations, and the ownership, operation and use of their real property, facilities and assets, all as currently conducted under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plans of Borrower and its Subsidiaries, no expenditures or operational adjustments will be required during the next five years in order to renew or modify such Environmental Permits.
(c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by Borrower or its Subsidiaries or any of their respective predecessors in interest that could reasonably be expected to result in a liability to Borrower exceeding a Material Environmental Amount, or its Subsidiaries under Environmental Lawalleges criminal misconduct or injunctive relief.
(dc) Except as could notThere have been no Releases of Hazardous Materials at, on or under the Real Property that, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no Environmental Action pending or, to the knowledge of any Loan Party, threatened against any of Borrower or its Subsidiarieshas, or relating to the real property currently or formerly owned, leased or operated by or relating to the operations of Borrower or its Subsidiaries, and there are no actions, omissions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an result in having, a liability exceeding a Material Environmental ActionAmount.
(id) Except as could notThe Borrowers and each other Loan Party have been issued, and are in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations relating to environmental matters that are necessary or desirable for their businesses and required by Environmental Laws, except where the failure to have or do any of the foregoing, either individually or in the aggregate, could not reasonably be expected to have result in a liability exceeding a Material Adverse EffectEnvironmental Amount.
(e) No property now or previously owned, none operated or leased by either of Borrower and its Subsidiaries the Borrowers or any other Loan Party is obligated listed or (to perform any material action or otherwise incur any material expense under Environmental Law the best of their knowledge) proposed for listing on the National Priorities List pursuant to CERCLA or on any ordersimilar state list of sites requiring investigation or clean-up.
(f) Except as set forth in Item 6.13(f) (“Environmental Matters/Storage Tanks”) of the Disclosure Schedule, decreethere are no above ground or underground storage tanks, judgment active or agreement by abandoned, including petroleum storage tanks, on or under the Real Property.
(g) None of the Borrowers, any other Loan Party or any other Person (to the best of their knowledge (after due inquiry)) has transported or arranged for the transportation of any Hazardous Material to any location which it is bound listed or has assumed by contract or agreement, and none (to the best of Borrower and its Subsidiaries is conducting or financing any material Response Action their knowledge) proposed for listing on the National Priorities List pursuant to CERCLA or on any Environmental Law with respect similar state list or which is the subject of federal, state or local enforcement actions or other investigations, which may lead to any location, (ii) all known Environmental Actions involving any of Borrower and its Subsidiaries claims against the Borrowers or any of their real propertyother Loan Party for any remedial work, facilitiesdamage to natural resources or personal injury (including claims under CERCLA) which, assets or operations have been resolved without ongoing obligations or costs, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) no circumstances exist that could reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(Ah) form There are no polychlorinated biphenyls, friable asbestos or other Hazardous Materials present on the basis of a material Environmental Action against Borrower or its Subsidiaries or the real propertyReal Property that, facilities, assets or operations of any of them or (B) cause any such real property, facilities, assets or operations to be subject to any restriction on ownership, occupancy, use or transferability under Environmental Law, except as could not, either individually or in the aggregate, could reasonably be expected to have result in a liability exceeding a Material Adverse EffectEnvironmental Amount.
(i) No conditions exist at, on or under any property now or previously owned, operated or leased by the Borrowers or any other Loan Party which, with the passage of time, or the giving of notice or both, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(j) There are no areas of the Real Property with respect to which either of the Borrowers or any other Loan Party has a legal obligation under the Endangered Species Act of 1973, 16 U.S.C. §§ 1531 et seq., on the Real Property, and no portion of the Real Property has been designated as a “critical habitat,” as defined in such Act.
Appears in 1 contract
Environmental Warranties. (a) Except as could notset forth on Schedule 3.13(a), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries and each of their respective businesses, operations, real property, all facilities and assets are and in the last five years have been in compliance with, and Borrower and its Subsidiaries have no liability under, Environmental Law.
(b) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries have obtained all Environmental Permits that are related to, and required for, the conduct of their businesses and operations, and the ownership, operation and use of their real property, facilities and assets, all as currently conducted under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plans of Borrower and its Subsidiaries, no expenditures or operational adjustments will be required during the next five years in order to renew or modify such Environmental Permits.
(c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly Property owned, leased or operated by Borrower or its Subsidiaries or any of their respective predecessors its Subsidiaries, and all operations conducted thereon, are in interest that could reasonably be expected to result in liability to Borrower or its Subsidiaries under compliance with all Environmental Law.
(d) Except as could notLaws, except for such noncompliance that, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no Environmental Action pending or, to the knowledge of any Loan Party, threatened against any of Borrower or its Subsidiaries, or relating to the real property currently or formerly owned, leased or operated by or relating to the operations of Borrower or its Subsidiaries, and there are no actions, omissions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Action.
(i) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of Borrower and its Subsidiaries is obligated to perform any material action or otherwise incur any material expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of Borrower and its Subsidiaries is conducting or financing any material Response Action pursuant to any Environmental Law with respect to any location, (ii) all known Environmental Actions involving any of Borrower and its Subsidiaries or any of their real property, facilities, assets or operations have been resolved without ongoing obligations or costs, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) no circumstances exist that could reasonably be expected to (A) form the basis of a material Environmental Action against Borrower or its Subsidiaries or the real property, facilities, assets or operations of any of them or (B) cause any such real property, facilities, assets or operations to be subject to any restriction on ownership, occupancy, use or transferability under Environmental Law, except as could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth on Schedule 3.13(b), there are no pending or threatened (in writing):
(i) Environmental Claims received by Borrower or any of its Subsidiaries, or
(ii) claims, complaints, notices or inquiries received by Borrower or any of its Subsidiaries regarding Environmental Liability, in each case which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(c) Except as set forth on Schedule 3.13(c), there have been no Releases of Hazardous Materials at, on, under or from any property now or, to any Loan Party’s knowledge, previously owned, leased or operated by Borrower or any of its Subsidiaries that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.
(d) Borrower and its Subsidiaries have been issued and are in compliance with all Environmental Permits necessary for their operations, facilities and businesses and each is in full force and effect, except for such Environmental Permits which, if not so obtained or as to which Borrower and its Subsidiaries are not in compliance, or are not in effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(e) No property now or, to any Loan Party’s knowledge, previously owned, leased or operated by Borrower or any of its Subsidiaries is listed or proposed (with respect to owned property only) for listing on the CERCLIS, on the National Priorities List pursuant to CERCLA, or on any similar state list of sites requiring investigation or clean-up.
Appears in 1 contract
Environmental Warranties. (ai) Except as could notThe Real Property has been and is owned, operated or leased by the Borrowers and each other Loan Party in compliance with all Environmental Laws, except for such violations that, either individually or in the aggregate, could not reasonably be expected to have result in a liability exceeding a Material Adverse Effect, each of Borrower and its Subsidiaries and each of their respective businesses, operations, real property, facilities and assets are and in the last five years have been in compliance with, and Borrower and its Subsidiaries have no liability under, Environmental LawAmount.
(bj) Except as could notThere have been no past (to the knowledge of the Borrowers and the other Loan Parties), and there are no pending or threatened claims, complaints, written notices or requests for information received by the Borrowers or any other Loan Party with respect to any alleged violation of any Environmental Law that, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries have obtained all Environmental Permits that are related to, and required for, the conduct of their businesses and operations, and the ownership, operation and use of their real property, facilities and assets, all as currently conducted under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plans of Borrower and its Subsidiaries, no expenditures or operational adjustments will be required during the next five years in order to renew or modify such Environmental Permits.
(c) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by Borrower or its Subsidiaries or any of their respective predecessors in interest that could reasonably be expected to result in a liability to Borrower exceeding a Material Environmental Amount, or its Subsidiaries under Environmental Lawalleges criminal misconduct or injunctive relief.
(dk) Except as could notThere have been no Releases of Hazardous Materials at, on or under the Real Property that, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no Environmental Action pending or, to the knowledge of any Loan Party, threatened against any of Borrower or its Subsidiarieshas, or relating to the real property currently or formerly owned, leased or operated by or relating to the operations of Borrower or its Subsidiaries, and there are no actions, omissions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an result in having, a liability exceeding a Material Environmental ActionAmount.
(il) Except as could notThe Borrowers and each other Loan Party have been issued, and are in compliance with, all permits, licenses, authorizations, approvals, entitlements and accreditations relating to environmental matters that are necessary or desirable for their businesses and required 65 by Environmental Laws, except where the failure to have or do any of the foregoing, either individually or in the aggregate, could not reasonably be expected to have result in a liability exceeding a Material Adverse EffectEnvironmental Amount.
(m) No property now or previously owned, none operated or leased by either of Borrower and its Subsidiaries the Borrowers or any other Loan Party is obligated listed or (to perform any material action or otherwise incur any material expense under Environmental Law the best of their knowledge) proposed for listing on the National Priorities List pursuant to CERCLA or on any ordersimilar state list of sites requiring investigation or clean-up.
(n) Except as set forth in Item 6.13(f) (“Environmental Matters/Storage Tanks”) of the Disclosure Schedule, decreethere are no above ground or underground storage tanks, judgment active or agreement by abandoned, including petroleum storage tanks, on or under the Real Property.
(o) None of the Borrowers, any other Loan Party or any other Person (to the best of their knowledge (after due inquiry)) has transported or arranged for the transportation of any Hazardous Material to any location which it is bound listed or has assumed by contract or agreement, and none (to the best of Borrower and its Subsidiaries is conducting or financing any material Response Action their knowledge) proposed for listing on the National Priorities List pursuant to CERCLA or on any Environmental Law with respect similar state list or which is the subject of federal, state or local enforcement actions or other investigations, which may lead to any location, (ii) all known Environmental Actions involving any of Borrower and its Subsidiaries claims against the Borrowers or any of their real propertyother Loan Party for any remedial work, facilitiesdamage to natural resources or personal injury (including claims under CERCLA) which, assets or operations have been resolved without ongoing obligations or costs, except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) no circumstances exist that could reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(Ap) form There are no polychlorinated biphenyls, friable asbestos or other Hazardous Materials present on the basis of a material Environmental Action against Borrower or its Subsidiaries or the real propertyReal Property that, facilities, assets or operations of any of them or (B) cause any such real property, facilities, assets or operations to be subject to any restriction on ownership, occupancy, use or transferability under Environmental Law, except as could not, either individually or in the aggregate, could reasonably be expected to have result in a liability exceeding a Material Adverse EffectEnvironmental Amount.
(q) No conditions exist at, on or under any property now or previously owned, operated or leased by the Borrowers or any other Loan Party which, with the passage of time, or the giving of notice or both, either individually or in the aggregate, could reasonably be expected to result in a liability exceeding a Material Environmental Amount.
(r) There are no areas of the Real Property with respect to which either of the Borrowers or any other Loan Party has a legal obligation under the Endangered Species Act of 1973, 16 U.S.C. §§ 1531 et seq., on the Real Property, and no portion of the Real Property has been designated as a “critical habitat,” as defined in such Act.
Appears in 1 contract
Environmental Warranties. As of the date hereof and as of the Bring Down Date:
(a) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower and its Subsidiaries and each of their respective businesses, operations, real property, facilities and assets The Lease Parties are and in the last five years have been in compliance within all material respects with all applicable Environmental Laws, (ii) the Lease Parties have all Environmental Approvals required to operate their businesses as presently conducted and Borrower are in compliance in all material respects with the terms and its Subsidiaries have no liability under, conditions thereof and (iii) none of the Lease Parties has received any written communication (other than a communication that the Landlord has agreed in writing is not materially adverse) from a Governmental Authority that alleges that a Lease Party is not in compliance in all material respects with all Environmental LawLaws and Environmental Approvals.
(b) Except as could notThere is no Environmental Claim pending or, individually or in to the aggregateKnowledge of the Lessee, reasonably be expected threatened against the Lessee. There is no Environmental Claim pending or, to have a Material Adverse Effectthe Knowledge of the Lessee, each of Borrower and its Subsidiaries have obtained all Environmental Permits that are related to, and required for, threatened against the conduct of their businesses and operations, and the ownership, operation and use of their real property, facilities and assets, all as currently conducted under Environmental Law, all such Environmental Permits are valid and in good standing and, under the currently effective business plans of Borrower and its Subsidiaries, no expenditures or operational adjustments will be required during the next five years in order to renew or modify such Environmental PermitsLessee Pledgor.
(c) Except as could not, individually or disclosed in the aggregateEnvironmental Site Assessment Report, reasonably be expected to have a Material Adverse Effect, there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently or formerly owned, leased or operated by Borrower or its Subsidiaries or any of their respective predecessors in interest that could reasonably be expected to result in liability to Borrower or its Subsidiaries under Environmental Law.
(d) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no Environmental Action pending or, to the knowledge of any Loan Party, threatened against any of Borrower or its Subsidiaries, or relating to the real property currently or formerly owned, leased or operated by or relating to the operations of Borrower or its Subsidiaries, and there are no actions, omissions, activities, circumstances, conditions, events or incidents incidents, including the release, emission, discharge, presence or disposal of any Material of Environmental Concern that have occurred since the Effective Date at the Project, that could reasonably be expected to form the basis of such an any Environmental Action.
(i) Except as Claim against a Lease Party or could not, individually or in the aggregate, otherwise reasonably be expected to have a Material Adverse Effect, none of Borrower and its Subsidiaries is obligated to perform any material action or otherwise incur any material expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract or agreement, and none of Borrower and its Subsidiaries is conducting or financing any material Response Action pursuant to any Environmental Law interfere with the capital improvement work with respect to or operation (until the CS End Date in Cold Shutdown) of the Project.
(d) Except to the extent disclosed in the Environmental Site Assessment Report, without in any locationway limiting the generality of the foregoing, (iii) all known there are no on site or off site locations in which a Lease Party has stored, disposed or arranged for the disposal of Materials of Environmental Actions involving any of Borrower and its Subsidiaries or any of their real property, facilities, assets or operations have been resolved without ongoing obligations or costs, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) no circumstances exist Concern that could reasonably be expected to (A) form the basis of an Environmental Claim or that is not in compliance with applicable Environmental Laws and (ii) no polychlorinated biphenyls (PCBs) are or will be used or stored by Lessee at any property owned or leased by a material Environmental Action against Borrower Lease Party.
(e) The Lessee has not received any letter or its Subsidiaries request for information under Section 104 of the CERCLA, or comparable state laws, and none of the real property, facilities, assets business or operations of the Lessee 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 them any Material of Environmental Concern at the Project or (B) cause at any such real propertyother location, facilitiesincluding any location to which the Lessee has transported, assets or operations to be subject to arranged for the transportation of, any restriction on ownership, occupancy, use or transferability under Material of Environmental Law, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectConcern.
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