Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:
Appears in 5 contracts
Sources: Hotel Purchase Agreement (Supertel Hospitality Inc), Hotel Purchase Agreement (Supertel Hospitality Inc), Hotel Purchase Agreement (Supertel Hospitality Inc)
Environmental. No notice has been served on Seller Except as would not, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation of any lawreasonably be expected to have a Material Adverse Effect, regulation, ordinance or code, or requiring (i) the Company is in compliance with and not subject to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all known liability under applicable Environmental Laws (as defined below), (ii) relating to the ownership of the Property Company has made all filings and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained provided all permits, authorizations, and licenses and caused all notifications to be made as notices required by under all applicable Environmental Laws. To , and has, and is in compliance with, all permits required under any applicable Environmental Laws, each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the knowledgeCompany, information (b) the Company has not received any demand, claim or notice of violation of any Environmental Laws and belief (c) to the knowledge of the SellerCompany, there is no Proceeding, notice or demand letter or request for information threatened against the Property Company under any Environmental Law, (iv) no Lien or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company, (v) the Company has not received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility of the Company (a) is not contaminated listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under CERCLA or any state list of hazardous substance sites requiring cleanup, (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (vii) no Hazardous Material Materials are being released (as defined below) in violation at, on or under any facility owned, operated, leased or controlled by the Company or have been Released at, on or under any facility owned, operated, leased or controlled by the Company (except as may be allowed by permit) and, to the knowledge of such Environmental Lawsthe Company, and Seller has not received none of the facilities owned, operated, leased or controlled by the Company are adversely affected by any notice, whether written Release of Hazardous Materials originating or oral, emanating from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:property.
Appears in 5 contracts
Sources: Stock Purchase Agreement (Nanophase Technologies Corporation), Stock Purchase Agreement (La Bella Holdings LLC), Stock Purchase Agreement (Nanophase Technologies Corporation)
Environmental. No notice has Except as to any matters which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:
(a) at all facilities and property (including, without limitation, underlying groundwater) now, or to the knowledge of any Authorized Officer previously, owned, occupied, or leased by any Obligor, except with respect to matters that have been served on Seller fully resolved, each Obligor is, and continues to be, in compliance with all Environmental Laws;
(b) there have been no past (which have not been fully resolved), and there are no pending or, to the knowledge of any Obligor, threatened (i) decrees, orders, claims, complaints, written notices or the Principals from requests for information received by any entity, governmental body or individual claiming Obligor with respect to any alleged violation of any law, regulation, ordinance or codeEnvironmental Law, or requiring compliance with (ii) written complaints, notices or inquiries to any lawObligor regarding potential liability under any Environmental Law;
(c) there have been no Releases or threatened Releases of Regulated Substances at, regulationon or under any property now, ordinance or codeto the knowledge of any Authorized Officer previously, demanding payment owned, occupied, or contribution, for environmental damage or injury to natural resources. To the knowledge, information leased by any Obligor;
(d) each Obligor has been issued and belief of the Seller, Seller is in full compliance with all with, and to the extent required by applicable Environmental Laws (as defined below) relating has timely applied to the ownership of the Property and Seller’s operations onrenew, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizationscertificates, and approvals, licenses and caused all notifications to be made as other authorizations required by all applicable Environmental Laws. To ;
(e) no property now, or to the knowledgeknowledge of any Authorized Officer previously, information and belief of the Sellerowned, the Property is not contaminated occupied or leased by any Hazardous Material Obligor is listed or, to the knowledge of any Authorized Officer, proposed for listing on any federal or state list of sites requiring any investigation, monitoring, remediation, or clean-up;
(as defined belowf) in violation there are no underground storage tanks, active or abandoned, including, without limitation, petroleum storage tanks, on or under any property now, or to the knowledge of such Environmental Lawsany Authorized Officer previously, and Seller owned or leased by any Obligor;
(g) no Obligor has not received directly transported or directly arranged for the transportation of any notice, whether written or oral, from Regulated Substance to any person that Seller or the Property location which is the subject of federal, state or local enforcement actions or other investigations which may lead to claims against any investigation Obligor for any remedial work, damage to natural resources or proceeding pertaining personal injury;
(h) there are no polychlorinated biphenyls or friable asbestos present at any property now, or to the presence of or the release or threatened release knowledge of any Hazardous Material in violation of applicable Environmental LawsAuthorized Officer previously, owned or leased by any claim arising fromObligor;
(i) no environmental conditions exist at, based onon or under any property now, or relating to the knowledge of any environmental condition at Authorized Officer previously, owned or involving leased by any Obligor, which, with the Propertypassage of time, or the compliance giving of notice or noncompliance with both, would give rise to any liability under any Environmental Laws. There are Law;
(j) no underground transaction contemplated by either this Agreement requires the prior approval of, or above ground tanks any filing with, any Governmental Authority which enforces or storage vessels presently or formerly used administers any Environmental Law, except for the storage of any Hazardous Material present at the Property. True such approvals as have been obtained and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related which have been delivered to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Agent.
Appears in 4 contracts
Sources: Credit Agreement, Credit Agreement (Parametric Sound Corp), Credit Agreement (Parametric Sound Corp)
Environmental. No notice has been served on Seller or Except as would not have a Company Material Adverse Effect:
(a) the Principals from any entityCompany and its Subsidiaries are, governmental body or individual claiming any violation of any lawand since July 21, regulation2021, ordinance or codehave been, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws;
(b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries;
(c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law;
(d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law;
(e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;
(f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as defined belowa potentially responsible party under CERCLA or any similar state or foreign Law at any site; and
(g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the ownership of the Property Company or its Subsidiaries and Seller’s operations on, at, its current or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written former properties or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:operations.
Appears in 3 contracts
Sources: Merger Agreement (Matterport, Inc./De), Merger Agreement (Costar Group, Inc.), Merger Agreement (Matterport, Inc./De)
Environmental. Except as set forth on Schedule 4.19, each Company has complied and is in compliance with all Environmental Laws. Each Company has obtained and complied with, and is in compliance with, all Permits that are required pursuant to any Environmental Law for the occupation of its facilities and the operation of its businesses. All such required Permits are set forth on Schedule 4.19. No notice Company has been served on Seller received any written or the Principals from oral notice, report or other information regarding any entity, governmental body actual or individual claiming any alleged violation of any law, regulation, ordinance or codeEnvironmental Law, or requiring compliance with any lawLiabilities or potential Liabilities, regulationincluding any investigatory, ordinance remedial or codecorrective obligations, demanding payment relating to it or contributionits facilities arising under any Environmental Law. Except as set forth on Schedule 4.19, for environmental damage or injury to natural resources. To the knowledge, information and belief none of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership following exists at any property or facility currently owned or operated by any Company and none of the Property and Seller’s operations onfollowing existed at any property or facility previously owned or operated by any Company at or before the time the Company ceased to own or operate such property or facility: (i) underground storage tanks, at(ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or relating to (iv) landfills, surface impoundments or disposal areas. No Company has treated, stored, disposed of, arranged for or permitted the Property. Without limitation of disposal of, transported, handled or released any of the foregoingsubstance, Seller has obtained all permitsincluding any Hazardous Substance, authorizations, or owned or operated any property or facility (and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property no such property or facility is not contaminated by any Hazardous Material (as defined belowSubstance) in violation a manner that has given or would give rise to any Liability, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental Law. Neither this Agreement nor the Transactions will result in any Liability for site investigation or cleanup, or notification to or Consent of such any Person, pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Laws. No Company has, and Seller has not received either expressly or by operation of law, assumed or undertaken any noticeLiability, whether written including any obligation for corrective or oralremedial action, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or other Person relating to any environmental condition at Environmental Law. No facts, events or involving conditions relating to the Propertypast or present facilities, properties or the operations of any Company will prevent, hinder or limit continued compliance or noncompliance with any Environmental Laws. There are no underground Law, give rise to any investigatory, remedial or above ground tanks corrective obligations pursuant to any Environmental Law, or storage vessels presently or formerly used for the storage of give rise to any Hazardous Material present at the Property. True and correct copies of all written environmental reportsother Liabilities pursuant to any Environmental Law, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or any relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession onsite or offsite releases or threatened releases of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any wayhazardous materials, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowsubstances or wastes, and if the same are not timely curedpersonal injury, Buyer shall have the right to rescind this Agreement property damage or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:natural resources damage.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Quantum Materials Corp.), Merger Agreement (Hague Corp.)
Environmental. No notice Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(a) the Company and its Subsidiaries are and, except for matters which have been served on Seller or the Principals from any entityresolved, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is have been in full compliance with all applicable Environmental Laws (as defined below) relating to Laws, including possessing and complying with the ownership terms of the Property and Seller’s all Company Permits required for their operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all under applicable Environmental Laws. To the knowledge, information and belief ;
(b) as of the Sellerdate of this Agreement, there is no pending or, to the Property Knowledge of the Company, threatened Proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received notice or a request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is not contaminated by any Hazardous Material (as defined below) in actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved. Neither the Company nor any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law;
(c) there have been no Releases of Hazardous Materials on or underneath any location that has resulted, or is reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Laws, and Seller Law or otherwise result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and
(d) the Company has not received any notice, whether written delivered or oral, from any person that Seller or otherwise made available for inspection to the Property is the subject Parent copies of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental material reports, investigations, audits, assessments (including but not limited to, Phase I or II environmental site assessments), Phase II or greater environmental investigation reports, compliance audits, studies or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are material documents in the possession of or reasonably available to the Seller. If Seller is found Company or any of its Subsidiaries pertaining to: (i) any unresolved claims arising under or related to not be in any Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries; or (iii) the Company’s or any of its Subsidiaries’ compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:applicable Environmental Laws.
Appears in 3 contracts
Sources: Merger Agreement (Welbilt, Inc.), Merger Agreement (Middleby Corp), Merger Agreement (Welbilt, Inc.)
Environmental. No notice (a) Section 3.10(a) of the Disclosure Schedules sets forth all material Environmental Permits and operating certifications held in connection with the Business and the Seller’s ownership of the Purchased Assets.
(b) The Seller has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury and continues to natural resources. To the knowledge, information and belief of the Seller, Seller is be: (i) in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property Purchased Assets and the operation of the Business and (ii) has obtained, and is in compliance with, all material Environmental Permits and operating certifications required to be held in connection with the operation of the Business and/or the Seller’s operations onownership of the Purchased Assets.
(c) There is no Action pending or, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief Knowledge of the Seller, threatened against the Property is not contaminated by any Hazardous Material (as defined below) Seller, in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject respect of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental LawsLaws or with respect to any operating certifications held by the Seller involving or relating, in any claim arising frommanner, based onto the Purchased Assets or the operation of the Business.
(d) The Seller has not treated, stored, disposed of, arranged for, or permitted the disposal of, transported, handled, or otherwise Released or contracted with any Person to treat, store, dispose of, arrange for, or permit the disposal of, transport, handle, or otherwise Release any Hazardous Material, during the operation of the Business in any manner that could give rise to any Liability under Environmental Laws or any obligation to take remedial action.
(e) The Seller has not assumed, undertaken, provided indemnity with respect to, or otherwise become subject to any Liability, including any obligation for remedial action, of any other Person relating to any environmental condition at Environmental Law with respect to the Purchased Assets or involving the Propertyoperation of the Business.
(f) The Seller has provided to the Buyer true, correct, and complete copies of all material reports, assessments, agreements, notices, audits, investigations, and studies in the possession, custody, or control of the Seller concerning: (i) the Seller’s actual, alleged, or potential non-compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related Laws with respect to the Property Purchased Assets or Seller’s operations on, at, the operation of the Business or relating (ii) any material Liability of the Seller under Environmental Laws with respect to the Property have been made available to Buyer for copying and/or inspection to Purchased Assets or the extent that the same are in the possession operation of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Business.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Winc, Inc.), Asset Purchase Agreement (Winc, Inc.), Asset Purchase Agreement (Winc, Inc.)
Environmental. No notice has To the knowledge of the Transferor or except as disclosed in writing in the environmental studies provided by Transferee to Transferor or known to Transferee in its environmental reports received as of Closing Date: (a) Hazardous Materials have not been served on Seller generated, used, treated or stored on, or transported to or from any of the Units by the Transferor or the Principals from Company except as used or stored in compliance with all Environmental Laws; (b) Hazardous Materials have not been released or disposed of by the Transferor or the Company, or their authorized agents, at the project site for the Project or any entityproperty adjoining the project site for the Project, governmental body or individual claiming except such releases which do not violate any Environmental Laws; (c) the Transferor and the Company hold, and are in substantial compliance with, all Permits currently required by Environmental Laws, and the Transferor and the Company have not received any written notice of any violation of any lawEnvironmental Law that has not heretofore been resolved; (d) neither the Transferor nor the Company has received any written request for information, regulationnor been notified that it is a potentially responsible party, ordinance under any Environmental Law with respect to any on-site location relating to the ownership, operation or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief maintenance of the Seller, Seller is in full compliance with all applicable Project or the Units; and (e) there are no pending or threatened Actions relating to Hazardous Materials or arising under any Environmental Laws (as defined below“Environmental Claims”) relating against the Company or, in relation to the ownership Project or the Site, the Transferor. Except as disclosed to the Transferee in writing, to the knowledge of Transferor or known to Transferee in its environmental reports received as of Closing Date there are no facts or circumstances, conditions, pre-existing conditions or occurrences affecting the Project or the Units or any other assets or properties of the Property and Seller’s operations onCompany known to the Transferor that could reasonably be anticipated (a) to form the basis of an Environmental Claim against the Transferor, atthe Company, its assets or properties, the Project or the Units, or relating (b) to cause the Property. Without limitation of Company, its assets or properties, the Project or the Units to be subject to any restrictions on the ownership, occupancy, use or transferability of the foregoingCompany, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Sellerits assets or properties, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller Project or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with Units under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Law.
Appears in 3 contracts
Sources: Unit Transfer Agreement, Unit Transfer Agreement (Municipal Mortgage & Equity LLC), Unit Transfer Agreement (Sunpower Corp)
Environmental. No notice has been served on Seller Except for any matters that, individually or in the Principals from any entityaggregate, governmental body would not have or individual claiming any violation of any lawwould not reasonably be expected to have a Company Material Adverse Effect: (i) since January 1, regulation2022, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information all facilities and belief operations of the SellerCompany and its Subsidiaries have been conducted, Seller is and are now, in full compliance with all applicable Environmental Laws Laws; (ii) the Company and its Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Company Mineral Interests and to conduct their respective business as defined belowthey are now being conducted which are legal, valid, binding and in full force and effect, all of which appear in the name of the Company and/or its Subsidiaries; (iii) relating to the ownership knowledge of the Property Company, no Environmental Liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and Seller’s operations on, at, rights or relating to the Property. Without limitation operations and business of the Company and its Subsidiaries and, to the knowledge of the Company, there is no basis for any such Environmental Liabilities to arise in the future as a result of any of the foregoingCompany’s activities in respect of such property, Seller interests, rights, operations and business; (iv) neither the Company nor any of its Subsidiaries is subject to or has obtained all permitsreceived notice of any proceeding, authorizationsapplication, order or directive from any Governmental Entity which relates to environmental matters and which may require any material work, repairs, construction or expenditures, or create any additional Environmental Liabilities, and licenses and caused to the knowledge of the Company, there are no pending environmental claims; (v) the Company has posted with the relevant regulatory authorities all notifications financial assurance required to be made as posted pursuant to Environmental Laws or Environmental Permits, including any financial assurance required by all applicable Environmental Laws. To in connection with reclamation, remediation or closure plans for (A) the knowledgeCompany Mineral Interests, information and belief (B) the Cerro San ▇▇▇▇▇ mining project located in San ▇▇▇▇ Potosí, Mexico; (vi) to the knowledge of the SellerCompany, there are no changes in the Property is not contaminated status, terms or conditions of any Environmental Permits held by the Company or its Subsidiaries or any Hazardous Material (as defined below) in violation renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such Environmental Permits, or any review by, or approval of, any Governmental Entity of such Environmental Laws, and Seller has not received any notice, whether written Permits or oral, from any person that Seller in connection with the execution or the Property is the subject delivery of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded consummation of the transactions contemplated herein or the continuation of the business of the Company or its Subsidiaries following the Effective Date; and (vii) the Company and its Subsidiaries have made available to Buyer the Parent true, correct and the parties shall be discharged from complete copies of all further obligation material audits, studies, plans, assessments, investigation reports (including Phase I and Phase II environmental site assessments) and regulatory correspondence with respect to environmental matters in their possession or liability under this Agreement. For purposes of this Agreement:control.
Appears in 2 contracts
Sources: Arrangement Agreement (Coeur Mining, Inc.), Arrangement Agreement (Coeur Mining, Inc.)
Environmental. No notice has been served on Seller (a) Except as disclosed in Section 2.17(a) of the Company Disclosure Letter or in the Environmental Reports (as hereinafter defined): (i) the Company and its subsidiaries are in compliance in all material respects with, and have no material liabilities arising under, applicable Laws and common law pertaining to the use, management, recycling, remediation or disposal of Hazardous Substances (as defined below), or to the protection of human health or the Principals environment (“Environmental Laws”); (ii) neither the Company nor its subsidiaries have received written, or to the knowledge of the Company, oral, notice from any entity, governmental body Governmental Authority or individual claiming other third party of any alleged material violation of or material liability under any lawEnvironmental Law that remains unresolved, regulationincluding, ordinance without limitation, any written notice that any of them or codeany of their predecessors is or may be a potentially responsible party in respect of, or requiring compliance with may otherwise bear any lawmaterial liability for, regulation, ordinance any actual or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws threatened Release (as defined below) relating of Hazardous Substance at any site or facility that is, has been or could reasonably be expected to be listed on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Information System or any similar or analogous federal, state, provincial, territorial, municipal, county, local or other domestic or foreign list, schedule, inventory or database of Hazardous Substance sites or facilities; (iii) there is no litigation or other proceeding pending, or, to the ownership knowledge of the Property and Seller’s operations onCompany, at, threatened against the Company or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable its subsidiaries under any Environmental Laws. To the knowledge, information and belief Law; (iv) none of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels properties presently or formerly used for owned or operated by the storage Company or any of its subsidiaries (including, without limitation, structures, surface water, sediments, ground water, soils and other subsurface strata) are materially contaminated with petroleum or any Hazardous Material present other chemicals at concentrations above normal background conditions (“Environmental Contamination”); (v) chemicals and wastes disposed or otherwise released by the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in Company or any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:of
Appears in 2 contracts
Sources: Acquisition Agreement (Parker Hannifin Corp), Acquisition Agreement (Parker Hannifin Corp)
Environmental. No notice has been served on Seller Except as would not reasonably be expected to have, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation a Material Adverse Effect: (a) the Company and each of any law, regulation, ordinance or code, or requiring its Subsidiaries are in compliance with any lawall, regulationand have not violated any, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below); (b) relating the Company and each of its Subsidiaries possess and comply with, and have not violated any, Permits required under Environmental Law for their respective operations as currently and since the beginning of the last complete fiscal year prior to the ownership date hereof have been conducted, and neither the Company nor any of its Subsidiaries has received any notice that, and to the Knowledge of the Property and Seller’s operations onCompany there is no basis for any such Permit to be revoked, atnot re-issued, or relating adversely modified; (c) there are no Actions pending or, to the Property. Without limitation Knowledge of the Company, threatened against or affecting, the Company or any of the foregoingits Subsidiaries alleging any violation of or liability (i) under any Environmental Law, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief or (ii) arising out of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written presence or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material substance or material listed, classified or regulated by any Governmental Entity as toxic or hazardous, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”); (d) neither the Company nor any of its Subsidiaries is subject to or affected by any Order under any Environmental Law or regarding any Materials of Environmental Concern; (e) neither the Company nor any of its Subsidiaries has released any Materials of Environmental Concern at any property currently or formerly owned or operated by any of them and, to the Knowledge of the Company, no Materials of Environmental Concern are otherwise present at or affecting any property owned or operated by the Company or any of its Subsidiaries or any other location (including any facility for the treatment, storage, or disposal of Materials of Environmental Concern), in violation such circumstances or under such conditions that could reasonably be expected to result in liability to the Company or any of applicable its Subsidiaries pursuant to Environmental Laws or adversely affect any of them; and (f) neither the Company nor any of its Subsidiaries has assumed or retained, by contract or, to the Knowledge of the Company, by operation of Law, any liability under Environmental Laws or regarding any Materials of Environmental Concern. As used herein, “Environmental Laws, any claim arising from, based on” means Laws and Orders relating to protection of the environment, or relating protection of human health and safety as may be affected by environmental conditions or by exposure to any environmental condition at or involving the Property, or the compliance or noncompliance with any Materials of Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Concern.
Appears in 2 contracts
Sources: Merger Agreement (SMART Global Holdings, Inc.), Merger Agreement (SMART Modular Technologies (WWH), Inc.)
Environmental. No notice (a) The Company has been served no liability under, has never violated, and is presently in compliance in all material respects with all environmental, health or safety-related laws, regulations, ordinances or by-laws at the federal, state and local level (the "Environmental Laws") applicable to the Company Premises and any facilities and operations thereon, except as listed in the Company Disclosure Schedule.
(b) There exist no conditions with respect to the environment on Seller the Company Premises, that could or do result in any damage, loss, cost, expense, claim, demand, order or liability to or against the Principals Company by any third party including, without limitation, any condition resulting from any entitythe operation of the business of the Company, governmental body except as set forth in the Company Disclosure Schedule or individual claiming any violation of any lawexcept for such conditions which, regulationindividually or in the aggregate, ordinance or codedo not cause the Company to fail to comply in all material respects with applicable Environmental Laws and contractual obligations.
(c) The Company has not generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced, or requiring compliance with processed any lawpollutant, regulationtoxic substance, ordinance hazardous waste, hazardous material, hazardous substance, or codeoil as defined in or pursuant to any Environmental Laws ("Hazardous Material") or any solid waste at the Company Premises, demanding payment or contributionat any other location, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is except in full compliance with all applicable Environmental Laws and except as listed in the Company Disclosure Schedule.
(as defined belowd) relating The Company has no knowledge of the releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping of any Hazardous Materials into the soil, surface waters, ground waters, land, stream sediments, surface or subsurface strata, ambient air, sewer system, or any environmental medium with respect to the ownership of Company Premises ("Environmental Condition"), except as listed in the Property and Seller’s operations onCompany Disclosure Schedule.
(e) No lien has been imposed on the Company Premises by any governmental entity at the federal, atstate, or relating local level in connection with the presence on or off the Company Premises of any Hazardous Material, except as listed in the Company Disclosure Schedule.
(f) The Company has not (i) entered into or been subject to any consent decree, compliance order, or administrative order with respect to the Property. Without limitation Company Premises or any facilities or operations thereon; (ii) received notice under the citizen suit provision of any of the foregoingEnvironmental Laws in connection with the Company Premises or any facilities or operations thereon; (iii) received any request for information, Seller notice, demand letter, administrative inquiry, or formal or informal complaint or claim with respect to any Environmental Condition relating to the Company Premises or any facilities or operations thereon; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to the Company Premises or any facilities or operations thereon, except as set forth in the Company Disclosure Schedule; and the Company has obtained no knowledge that any of the above will be forthcoming.
(g) The Company has all permitspermits necessary pursuant to Environmental Laws for the conduct of the Company's activities and operations at the Company Premises and for any past or ongoing alterations or improvements by the Company at the Company Premises, authorizationswhich permits are listed in the Company Disclosure Schedule.
(h) None of the following exists at the Company Premises in amounts or conditions which, individually or in the aggregate, cause the Company to fail to comply in all material respects with applicable Environmental Laws: (1) underground storage tanks, (2) asbestos-containing materials in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, (4) lead paint, pipes or solder, or (5) landfills, surface impoundments or disposal areas, except as listed in the Company Disclosure Schedule.
(i) The Company has provided to OS copies of all documents, records and information in its possession or control or available to the Company concerning Environmental Conditions relevant to the Company Premises or any facilities or operations thereon, whether generated by Company or others, including, without limitation, environmental audits, environmental risk assessments, or site assessments of the Company Premises, documentation regarding off-site disposal of Hazardous Materials, spill control plans, and licenses environmental agency reports and correspondence.
(j) The Company has taken or caused all notifications to be made taken all actions necessary to ensure that as required by of the consummation of the Offer the Company Premises, all activities and operations thereon, and all alterations and improvements thereto, comply in all material respects with all applicable Environmental Laws. To the knowledgeLaws and with any and all agreements with governmental entities, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Lawscourt orders, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable administrative orders regarding Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Conditions.
Appears in 2 contracts
Sources: Tender Offer Agreement (Orthostrategies Acquisition Corp), Tender Offer Agreement (Langer Biomechanics Group Inc)
Environmental. No notice has been served on Seller Except as set forth in Section 2.24 of the Company Disclosure Letter:
(a) None of the Company or the Principals from any entity, governmental body or individual claiming any of its Subsidiaries is in violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating in Section 8.4), and none of the Company or any of its Subsidiaries for the past five years has been in violation of any Environmental Laws, which current or past violation, when aggregated with each other current and past violation, has resulted or would result in a liability to the ownership Company or any of the Property and Seller’s operations on, at, or relating to the Property. Without limitation its Subsidiaries in an amount in excess of $250,000; there has been no Release (as defined in Section 8.4) at any of the foregoingReal Property or, Seller has obtained during the period of its ownership or lease thereof, on any real property formerly owned or leased by the Company or any of its Subsidiaries that is required to be reported, investigated, assessed, cleaned up or remediated by the Company or any of its Subsidiaries pursuant to Environmental Law; and the Company and its Subsidiaries have all material permits, authorizationslicenses and other authorizations required under any Environmental Law, and the Company and its Subsidiaries are in material compliance with such permits, licenses and caused all notifications to be made as required by all applicable Environmental Laws. other authorizations.
(b) To the Company’s knowledge, information and belief there is no asbestos nor any asbestos-containing materials used in, applied to or incorporated in any building, structure or other form of improvement on the SellerReal Property that requires abatement or encapsulation under any Environmental Law. Neither the Company nor any of its Subsidiaries sells or has sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way.
(c) Except as has been completely resolved prior to the date of this Agreement without any future or continuing obligations, the Company and its Subsidiaries have not (i) entered into or been subject to any consent decree, compliance order or administrative order, issued pursuant to Environmental Law, with respect to the Real Property is not contaminated by or formerly owned, leased or operated real property or any Hazardous Material facilities or operations thereon, (ii) received written notice under the citizen suit provisions of any Environmental Law, (iii) received any request for information, notice, demand letter, administrative inquiry or complaint or claim, in each case in writing, with respect to any Environmental Condition (as defined belowin Section 8.4) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining with respect to the presence of of, Release from or exposure to Hazardous Materials (as defined in Section 8.4) used at the release Real Property or in any product sold or distributed by the Company or any Subsidiary, or (iv) been subject to or threatened release with any governmental or citizen enforcement action with respect to any Environmental Law.
(d) The Company and its Subsidiaries have not assumed, undertaken or otherwise become subject to any material liability of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or other Person relating to or arising from any environmental condition at Environmental Law, either pursuant to any Contract or involving the Property, or the compliance or noncompliance in connection with any Environmental Laws. There are no underground predecessor of the Company or above ground tanks or storage vessels presently or formerly used for the storage any of any Hazardous Material present at the Property. True and correct its Subsidiaries.
(e) The Company has delivered to Parent copies of all written environmental site assessment reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, asbestos surveys and other material environmental documents in its possession or other assessmentsreasonable control concerning Environmental Conditions, reportsincluding, inspections conducted for Seller by independentwithout limitation, unrelated third persons and related to material documents regarding any Release or disposal of Hazardous Materials at, upon or from the Real Property or Seller’s operations onformerly owned, at, leased or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowoperated real property, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer environmental agency inspection reports and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:material correspondence.
Appears in 2 contracts
Sources: Merger Agreement (Sunpower Corp), Merger Agreement (Sunpower Corp)
Environmental. No notice Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint, or penalty has been served on Seller or received by any of the Principals from any entityCompany Group Members, governmental body or individual claiming any and there are no Legal Proceedings pending or, to the Knowledge of the Company Group Members, threatened which allege a violation of or liability under any lawEnvironmental Laws, regulation, ordinance or code, or requiring compliance with in each case relating to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the SellerCompany Group Members, Seller is (b) each Company Group Member has received (including timely application for renewal of the same), and maintained in full compliance force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2017, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (as defined belowc) relating no Hazardous Material is or, to the ownership Knowledge of the Property and Seller’s operations onCompany Group Members, was located at, on or relating under any property currently or formerly owned, operated or leased by any of the Company Group Members that would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingCompany Group Members under any Environmental Laws, Seller (d) no Hazardous Material has obtained all permitsbeen Released, authorizationsgenerated, owned, treated, stored or handled by any of the Company Group Members, and licenses and caused all notifications no Hazardous Material has been transported to be made as required by all applicable Environmental Laws. To the knowledgeor Released at any location, information and belief or exposed to any Person, in a manner that would has given or would give rise to any cost, liability or obligation of any of the Seller, the Property is not contaminated by Company Group Members under any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller (e) there are no agreements in which any of the Company Group Members has not received expressly assumed responsibility for any notice, whether written or oral, from any person that Seller or the Property is the subject known obligation of any investigation other Person arising under or proceeding pertaining relating to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but which has not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection the Commitment Parties prior to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:date hereof.
Appears in 2 contracts
Sources: Backstop Commitment Agreement (Bristow Group Inc), Backstop Commitment Agreement
Environmental. No notice Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company:
(a) the Company and its Subsidiaries are and, since January 1, 2021, have been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to Laws, including possessing and complying with the ownership terms of the Property and Seller’s all Company Permits required for their operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all under applicable Environmental Laws. To the knowledge, information and belief ;
(b) as of the Sellerdate of this Agreement, the Property there is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Lawsno Proceeding or Order pending or, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence Knowledge of or the release or Company, threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, pursuant to or relating to any environmental condition at Environmental Law against the Company or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession its Subsidiaries;
(c) as of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind date of this Agreement, none of the Deposit shall Company or any of its Subsidiaries has received notice or a request for information alleging that the Company or any of its Subsidiaries or any of their respective predecessors has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be immediately refunded to Buyer and the parties shall be discharged from all further obligation liable under any applicable Environmental Law, which violation or liability under this Agreement. For purposes is unresolved;
(d) there have been no Releases of this Agreement:Hazardous Materials on or underneath any location that have resulted in or are reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law;
(e) any asbestos, asbestos-containing material or presumed asbestos-containing material that is on or part of any real property, plant, building or facility currently owned, leased or operated primarily by the Company or any of its present or past Subsidiaries or any of their respective predecessors is and, with respect to any real property, plant, building or facility formerly owned, leased or operated by the Company or any of its present or past Subsidiaries or any of their respective predecessors, was during the time of such ownership, lease or operation, managed according to the current legal standards governing such material, and its presence or condition does not violate any Environmental Law; and
(f) none of the products manufactured, distributed or sold by the Company or any of its present or past Subsidiaries or any of their respective predecessors contained asbestos or asbestos-containing material.
Appears in 2 contracts
Sources: Merger Agreement (AZEK Co Inc.), Merger Agreement (James Hardie Industries PLC)
Environmental. No notice Except as set forth on Schedule 4.14:
(a) There are no underground tanks and related pipes, pumps and other facilities regardless of their use or purpose whether active or abandoned at the Real Property.
(b) The Company does not sell and have not sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way.
(c) The Company presently is and has been served on Seller in material compliance with all Environmental Laws applicable to the Real Property or formerly owned, leased or operated locations or the Principals from Company’s business, and there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any entity, governmental body other type of response action pursuant to any Environmental Law or individual claiming that could reasonably be expected to be the basis for any violation liability of any lawkind pursuant to any Environmental Law.
(i) The Company has not generated, regulationmanufactured, ordinance refined, transported, treated, stored, handled, disposed, transferred, produced or codeprocessed any Hazardous Materials at or upon the Real Property or formerly owned, leased or requiring compliance with any lawoperated locations, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is except in full material compliance with all applicable Environmental Laws Laws; (as defined belowii) relating to the ownership there has been no Release or Threat of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release Release of any Hazardous Material at or in violation the vicinity of applicable Environmental Lawsthe Real Property that requires or may be reasonably expected to require reporting, investigation, assessment, cleanup, remediation or any claim arising from, based on, or relating other type of response action pursuant to any environmental condition at Environmental Law; and (iii) there has been no Release or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage Threat of Release of any Hazardous Material present at or in the vicinity of locations formerly owned, leased or operated by the Company that requires or may be reasonably expected to require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company pursuant to any Environmental Law.
(e) The Company has not (i) entered into or been subject to any consent decree, compliance order or administrative order with respect to the Real Property or formerly owned, leased or operated locations or any facilities or operations thereon; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Condition; or (iv) been subject to or, to the knowledge of the Majority Shareholders, threatened with any governmental or citizen enforcement action with respect to any Environmental Law.
(f) (i) There currently are effective all Permits required under any Environmental Law which are necessary for the Company’s activities and operations at the Real Property. True ; for any past or ongoing alterations or improvements at the Real Property; and correct (ii) any applications for renewal of such Permits have been submitted on a timely basis.
(g) The Company has made available to the Purchaser and the Sub copies of all written documents, records and information in its possession or control concerning Environmental Conditions, including, without limitation, previously conducted environmental reportsaudits and documents regarding any disposal of Hazardous Materials at, including but not limited to, Phase I environmental site assessments, Phase II upon or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to from the Real Property or Seller’s operations onformerly owned, atleased or operated locations, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, spill control plans and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer environmental agency reports and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:correspondence.
Appears in 2 contracts
Sources: Merger Agreement (Wj Communications Inc), Merger Agreement (Wj Communications Inc)
Environmental. No notice has been served on Seller Except as set forth in Section 3.15 (c) of ------------- the Company Disclosure Schedule or in the Principals from any entityCompany SEC Reports:
(i) The Company and each Company Subsidiary and, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief knowledge of the SellerCompany, Seller to the extent the Company has direct control over Worksite Employees, each related worksite employer is in full compliance in all material respects with the provisions of all applicable Environmental Laws (as defined below) federal, state and local laws, codes and ordinances relating to the ownership protection of public health, the environment or natural resources, and all rules and regulations promulgated thereunder (the "Environmental Laws"), including with respect to the Company and each Company Subsidiary, the real property leased by the Company and each Company Subsidiary listed in Section 3.8 of the Property Company Disclosure Schedule and Seller’s operations onthe improvements thereon (all such leased real property and improvements thereon hereinafter referred to collectively as the "Premises").
(ii) The Company and each Company Subsidiary and, atto the knowledge of the Company, to the extent the Company has direct control over Worksite Employees, each related worksite employer has obtained all required federal, state and local permits, licenses, certificates and approvals applicable to the Company or any Company Subsidiary or any such worksite employer, as the case may be, of their respective businesses (the "Environmental Permits") including relating to (A) air emissions, (B) discharges to surface water or ground water, (C) noise emissions, (D) solid or liquid waste disposal, and (E) the use, generation, storage, transportation or disposal of toxic or hazardous substances or wastes (intended hereby and hereafter to include any and all such materials listed in any Environmental Law, as hazardous or potentially hazardous (including, without limitation, (1) any chemical, compound, material or substance that is defined, listed in, or relating to the Property. Without limitation of otherwise classified pursuant to, any of the foregoingEnvironmental Laws as a "hazardous substance", Seller has obtained all permits"hazardous material", authorizations"hazardous waste", "toxic substance," "toxic pollutant," "contaminant" or "pollutant" and (2) petroleum, natural gas, natural gas liquids, liquefied natural gas, and licenses and caused all notifications synthetic gas) (collectively, "Hazardous Substances"), except where the failure to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by have obtained or maintained any Hazardous Material (as defined below) in violation of such Environmental LawsPermit would not have, and Seller has not received any notice, whether written individually or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any wayaggregate, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:a Company Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Plato Holdings Inc), Merger Agreement (Plato Holdings Inc)
Environmental. No notice has been served Except to the extent that any violations or other matters referred to in this subparagraph do not, and would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on Seller or the Principals from any entityBaytex Group (taken as a whole) (and in the case of properties for which Baytex is not the operator, governmental body or individual claiming any to Baytex's knowledge):
(i) to the best of its knowledge, Baytex is not in violation of any lawapplicable Environmental Laws;
(ii) to the best of its knowledge, regulationBaytex has operated its business at all times and has received, ordinance handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws;
(iii) to the best of its knowledge, there have been no spills, releases, deposits or codedischarges of Hazardous Substances, or requiring compliance with wastes into the earth, subsoil, underground waters, air or into any lawbody of water or any municipal or other sewer or drain water systems by Baytex, regulationor on or underneath any location which is or was currently or formerly owned, ordinance leased or codeotherwise operated by Baytex, demanding payment that have not been fully remediated;
(iv) no orders, directions or contribution, for environmental damage or injury notices have been issued and remain outstanding pursuant to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable any Environmental Laws (as defined below) relating to the ownership business or assets of the Property and Seller’s operations on, at, or relating Baytex of which Baytex has notice;
(v) Baytex has not failed to report to the Property. Without limitation proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law;
(vi) Baytex holds all Governmental Authorizations required in connection with the operation of its business and the foregoingownership and use of such assets, Seller has obtained all permits, authorizationsGovernmental Authorizations are in full force and effect, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Baytex has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating notification pursuant to any environmental Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition at or involving the Property, or the of continued compliance or noncompliance with any Environmental Laws. There Laws or Governmental Authorizations, or that any Governmental Authorization referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and
(vii) there are no underground pending or, to the knowledge of Baytex, threatened claims, liens or above ground tanks or storage vessels presently Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the properties of Baytex currently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsowned, including but not limited toleased, Phase I environmental site assessments, Phase II operated or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:otherwise used.
Appears in 2 contracts
Sources: Arrangement Agreement (Baytex Energy Corp.), Arrangement Agreement (Baytex Energy Corp.)
Environmental. No notice Except as set forth on Section 4Q of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries (a) has received any material written communication from, or been subject to a material claim asserted in writing by, any third party (including, without limitation, a governmental authority), or (b) to the knowledge of the Company, has been served on Seller subject to any material investigation by a governmental authority, that, in the case of (a) or (b) above, alleges that the Principals from Company or any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring its Subsidiaries is not in material compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws and which allegation has not been resolved, (as defined belowii) relating to the ownership of the Property Company and Seller’s operations onits Subsidiaries hold, atand are in material compliance with, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all material permits, authorizations, and licenses and caused all notifications governmental authorizations required to be made as required obtained by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Company or its Subsidiaries under Environmental Laws, and Seller the Company and its Subsidiaries are in material compliance with all Environmental Laws; (iii) to the knowledge of the Company, neither the Company nor any of its Subsidiaries has not received treated, stored, disposed of, arranged for or permitted the disposal of, transported or released any noticesubstance, whether written pollutant, contaminant or oralwaste in a manner or location that has given rise to, from or that is reasonably likely to give rise to, material claims or material liabilities under Environmental Laws for environmental site investigation or cleanup, corrective action, other response action, or damages or injuries to persons, property or natural resources; (iv) with respect to properties or facilities currently or formerly owned, leased or operated by the Company or any person that Seller of its Subsidiaries during such Company’s or any of its Subsidiaries’ ownership, lease or operation, there has been no release or threat of a release by the Property is Company or any of its Subsidiaries, or, to the subject Company’s knowledge, by others, of any hazardous substance, pollutant, contaminant or waste where such release or threat of a release has given rise to, or that is reasonably likely to give rise to, any material liability for environmental site investigation or proceeding pertaining cleanup, corrective action, other response action or damages or injuries to the presence of persons, property or the release or threatened release of any Hazardous Material in violation of applicable natural resources under Environmental Laws, ; and (v) no Liens arising under Environmental Laws are recorded against any claim arising from, based on, property owned or relating to leased by the Company or any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Lawsof its Subsidiaries. There are no underground or above ground tanks or storage vessels presently or formerly As used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer term “Environmental Laws” means the Clean Air Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), the parties shall be discharged from all further obligation Resource Conservation and Recovery Act, as amended, the Clean Water Act, as amended, and any other foreign, federal, provincial, state or local laws, regulations or ordinances regulating or imposing standards of conduct or liability under this Agreement. For purposes relating to pollution or protection of this Agreement:the environment or worker health and safety as the foregoing are enacted and in effect on or prior to the Closing.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Safety Products Holdings, Inc.), Purchase and Sale Agreement (Norcross Safety Products LLC)
Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. (i) To the Company's knowledge, information the businesses as presently or formerly engaged in by the Company and belief of the Seller, Seller is its Subsidiary are and have been conducted in full compliance in all material respects with all applicable Environmental Laws (as defined below), including, without limitation, having all required material permits, licenses and other approvals and authorizations, during the time the Company or its Subsidiary engaged in such businesses, (ii) to the Company's knowledge, the properties presently or formerly owned or operated by the Company and its Subsidiary (including, without limitation, soil, groundwater or surface water on, under or adjacent to the properties, and buildings thereon) (the "Properties") do not contain any Hazardous Substance other than as permitted under applicable Environmental Law (provided, however, that with respect to Properties formerly owned or operated by the Company or its Subsidiary, such representation is limited to the period the Company or its Subsidiary owned or operated such Properties), (iii) neither the Company nor its Subsidiary has received any notices, demand letters or request for information from any Federal, state, local or foreign governmental entity or any third party indicating that the Company or its Subsidiary may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of the Company's or its Subsidiary's businesses, (iv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or, to the Company's knowledge, threatened against the Company or its Subsidiary with respect to the Company, its Subsidiary or the Properties relating to the ownership of the Property and Seller’s operations on, atany violation, or relating to the Property. Without limitation alleged violation, of any of the foregoingEnvironmental Law, Seller has obtained all permits(v) no reports have been filed, authorizations, and licenses and caused all notifications or are required to be made as required filed, by all applicable Environmental Laws. To the knowledge, information and belief of Company or its Subsidiary concerning the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in Substance or the threatened or actual violation of any Environmental Law on or at the Properties, (vi) no Hazardous Substance has been disposed of, transferred, released or transported from any of the Properties during the time such Property was owned or operated by the Company or its Subsidiary, other than as permitted under applicable Environmental LawsLaw or other than as would not be material to the Company and its Subsidiary taken as a whole, any claim arising from(vii) there have been no environmental investigations, based onstudies, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, tests, reviews or other assessments, reports, inspections analyses conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same which are in the possession of the Seller. If Seller Company or its Subsidiary relating to the Company, its Subsidiary or the Properties which have not been delivered to Parent prior to the date hereof, (viii) there are no underground storage tanks on, in or under any of the Properties and no underground storage tanks have been closed or removed from any Properties which are or have been in the ownership of the Company or its Subsidiary (provided, however, that with respect to Properties formerly owned or operated by the Company or its Subsidiary, the representations in this subsection (viii) are limited to the period the Company or its Subsidiary owned or operated such Properties), (ix) to the Company's knowledge, there is found to not be in compliance with this Section 7(s) no asbestos present in any way, Buyer shall have Property presently owned or operated by the right to request Seller to cure the same in like manner as provided in Section 9 belowCompany or its Subsidiary, and if no asbestos has been removed from any Property while such Property was owned or operated by the same Company or its Subsidiary, (x) none of the Properties has been used at any time by the Company or its Subsidiary as a sanitary landfill or hazardous waste disposal site and (xi) neither the Company nor its Subsidiary has incurred, and none of the Properties (provided, however, that with respect to Properties formerly owned or operated by the Company or its Subsidiary, such representation is limited to the period the Company or its Subsidiary owned or operated such Properties) are not timely curedpresently subject to, Buyer shall have the right any material liabilities (fixed or contingent) relating to rescind this Agreement any suit, settlement, court order, administrative order, judgment or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation claim asserted or liability arising under this Agreement. For purposes of this Agreement:any Environmental Law.
Appears in 2 contracts
Sources: Merger Agreement (Matrix Pharmaceutical Inc/De), Merger Agreement (Matrix Pharmaceutical Inc/De)
Environmental. No notice has been served Except to the extent that any violations or other matters referred to in this subparagraph does not, and would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on Seller or Raging River (and in the Principals from any entitycase of properties for which Raging River is not the operator, governmental body or individual claiming any to Raging River's knowledge):
(i) to the best of its knowledge, Raging River is not in violation of any lawapplicable Environmental Laws;
(ii) to the best of its knowledge, regulationRaging River has operated its business at all times and has received, ordinance handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with Environmental Laws;
(iii) to the best of its knowledge, there have been no spills, releases, deposits or codedischarges of Hazardous Substances, or requiring compliance with wastes into the earth, subsoil, underground waters, air or into any lawbody of water or any municipal or other sewer or drain water systems by Raging River, regulationor on or underneath any location which is or was currently or formerly owned, ordinance leased or codeotherwise operated by Raging River, demanding payment that have not been fully remediated;
(iv) no orders, directions or contribution, for environmental damage or injury notices have been issued and remain outstanding pursuant to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable any Environmental Laws (as defined below) relating to the ownership business or assets of the Property and Seller’s operations on, at, or relating Raging River of which Raging River has notice;
(v) Raging River has not failed to report to the Property. Without limitation proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law;
(vi) Raging River holds all Governmental Authorizations required in connection with the operation of its business and the foregoingownership and use of such assets, Seller has obtained all permits, authorizationsGovernmental Authorizations are in full force and effect, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Raging River has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating notification pursuant to any environmental Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition at or involving the Property, or the of continued compliance or noncompliance with any Environmental Laws. There Laws or Governmental Authorizations, or that any Governmental Authorization referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; and
(vii) there are no underground pending or, to the knowledge of Raging River, threatened claims, liens or above ground tanks or storage vessels presently Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to any of the properties of Raging River currently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsowned, including but not limited toleased, Phase I environmental site assessments, Phase II operated or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:otherwise used.
Appears in 2 contracts
Sources: Arrangement Agreement (Baytex Energy Corp.), Arrangement Agreement (Baytex Energy Corp.)
Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection Except to the extent that the same are any violation or other matter referred to in this subsection does not, individually or in the possession aggregate, have a Material Adverse Effect on the Company:
(a) the Company and the Company Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(b) the Company and the Company Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of the Seller. If Seller is found to not be all Hazardous Substances in compliance with this Section 7(sEnvironmental Laws;
(c) there have been no Releases of Hazardous Substances into or in the earth, air or any waybody of water, Buyer shall whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by the Company or any of the Company Subsidiaries or at, to or from the Company’s or any of the Company Subsidiaries’ assets or operations;
(d) no notifications, directives, demands, Claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws relating to the right business or assets of the Company or any of the Company Subsidiaries;
(e) neither the Company nor any of the Company Subsidiaries has failed to request Seller report to cure the same in like manner as provided in Section 9 belowproper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(f) the Company and the Company Subsidiaries have made available to Triple Flag all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and if safety matters; and
(g) to the same are not timely curedknowledge of the Company, Buyer shall have neither the right Company nor any Company Subsidiary is subject to rescind this Agreement any past or waive such defectpresent fact, which defects may only condition or circumstance that could reasonably be waived expected to result in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability Liability under this Agreement. For purposes of this Agreement:any Environmental Laws.
Appears in 2 contracts
Sources: Arrangement Agreement (Maverix Metals Inc.), Arrangement Agreement (Triple Flag Precious Metals Corp.)
Environmental. No (i) The operation of the business of each of the Corporation and its Subsidiaries, the property and assets owned or used by the Corporation and its Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Laws (except where non-compliance would not have a Material Adverse Effect in respect of the Corporation). Each of the Corporation and its Subsidiaries have complied with all reporting and monitoring requirements under all Environmental Laws (except where non-compliance would not have a Material Adverse Effect in respect of the Corporation). None of the Corporation and its Subsidiaries has received any notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring non-compliance with any lawEnvironmental Laws or Environmental Permits, regulationand none of the Corporation and its Subsidiaries have been convicted of an offence for non-compliance with any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction, ordinance (except where such non-compliance would not have a Material Adverse Effect in respect of the Corporation). There is no civil, criminal or codeadministrative action, demanding payment suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or contributiondemand letter existing or pending, for environmental damage or injury to natural resourcesthe best knowledge of the Corporation, threatened, relating to the property or assets owned or used by the Corporation or any of its Subsidiaries, relating in any way to the Environmental Laws.
(ii) Each of the Corporation and its Subsidiaries has obtained all Environmental Permits necessary to conduct its business and to own, use and operate its properties and assets (except where the failure to obtain any such permit would not have a Material Adverse Effect in respect of the Corporation), all such Environmental Permits are in effect, no appeal and no other action is pending to revoke any such permit, license or authorization (except where revocation of any such permit would not have a Material Adverse Effect in respect of the Corporation) and the operation of the business of each of the Corporation and its Subsidiaries, the property and assets owned by each the Corporation and its Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Permits (except where such non-compliance would not have a Material Adverse Effect in respect of the Corporation). To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as extent required by all applicable Environmental Laws. To the knowledge, information and belief each of the SellerCorporation and its Subsidiaries has filed all applications necessary to renew or obtain any necessary permits, the Property is not contaminated by any Hazardous Material (licenses, or authorizations in a timely fashion so as defined below) to allow it to continue to operate its business in violation of such compliance with applicable Environmental Laws, and Seller has the Corporation does not received expect such new or renewed licenses, permits or other authorizations to include any noticeterms or conditions that will have a Material Adverse Effect in respect of the Corporation.
(iii) Each of the Corporation and its Subsidiaries has, whether written at all times, used, generated, treated, stored, transported, disposed of or oralotherwise handled its Hazardous Substances in compliance with all Environmental Laws and Environmental Permits (except where such non-compliance would not have a Material Adverse Effect in respect of the Corporation).
(iv) None of the Corporation and its Subsidiaries is, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining and, to the presence knowledge of the Corporation, there is no reasonable basis upon which the Corporation or the release any of its Subsidiaries could become, responsible for any material clean-up or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with corrective action under any Environmental Laws. All audits, assessments and studies with respect to environmental matters relating to the Corporation or any of its Subsidiaries have been referenced in the Disclosure Letter.
(v) There are no underground past or above ground tanks present (or, to the best of the Corporation's knowledge, future) events, conditions, circumstances, activities, practices, incidents, actions or storage vessels presently plans which may interfere with or formerly used for prevent compliance or continued compliance with the storage Environmental Laws as in effect on the date hereof or which may give rise to any common law or legal liability under the Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by the Corporation or any of its Subsidiaries of any Hazardous Substances (except, in any event, where it would not have a Material present Adverse Effect in respect of the Corporation).
(vi) Prior to the Effective Time, the Corporation shall allow the Acquiror to conduct at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance its expense such audits, or other assessments, reports, inspections conducted for Seller assessments and studies deemed necessary by independent, unrelated third persons and related the Acquiror to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession satisfy itself of the Seller. If Seller is found to not be status of the environmental matters and accuracy of the representations and warranties contained in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:.
Appears in 2 contracts
Sources: Arrangement Agreement (Nabors Industries LTD), Arrangement Agreement (Nabors Industries LTD)
Environmental. No notice (a) The Company has been served on Seller complied and is in compliance with, and the Company's use of the Real Property and all improvements thereon are in compliance with, all Environmental Laws, except for any noncompliance which has not had, and would not reasonably be expected to have, a Material Adverse Effect.
(b) There are no pending or, to the Company's or the Principals Stockholders' knowledge, threatened actions, suits, claims, legal proceedings or other proceedings based on, and neither the Company nor the Stockholders has directly or indirectly received any notice of any complaint, order, directive, citation, notice of responsibility, notice of potential responsibility, or information request from any entitygovernmental authority or any other person or entity or knows any fact(s) which the Company or the Stockholders reasonably believes form(s) the basis for any such actions or notices arising out of or attributable to: (i) the current or past presence, governmental body Release or individual claiming threatened Release at or from any part of the Real Property related to the Company's operations; (ii) the off-site disposal or treatment of Hazardous Materials originating on or from the Real Property with respect to the business or Assets of the Company; (iii) any facility operations, procedures or designs of the Company which do not conform to requirements of the Environmental Laws; or (iv) any violation of Environmental Laws at any lawpart of the Real Property or arising from the Company's activities (or, regulationto the knowledge of the Company and the Stockholders, ordinance the activities of the Company's predecessors in title) involving Hazardous Materials.
(c) The Company has been duly issued, and currently has and will maintain through the Closing Date, all permits, licenses, certificates and approvals required to be obtained by the Company under any Environmental Law. A true and complete list of such permits, licenses, certificates and approvals, all of which are valid and in full force and effect, is set out in the Disclosure Schedule. Except in accordance with such permits, licenses, certificates and approvals, there has been no release of material regulated by such permits, licenses, certificates or codeapprovals.
(d) To the knowledge of the Company and the Stockholders, the Real Property contains no underground treatment or storage tanks, or requiring compliance underground piping associated with any lawsuch tanks, regulation, ordinance used currently or code, demanding payment or contribution, in the past for environmental damage or injury to natural resourcesthe management of Hazardous Materials. To the knowledge, information and belief No portion of the SellerReal Property is being or, Seller is to the knowledge of the Company and the Stockholders, has been, used as a dump or landfill, or consists of or contains filled in full compliance with all applicable Environmental Laws lands or wetlands.
(as defined belowe) The Company has furnished to Buyer accurate and complete copies of any environmental reports, assessments or other records, if any, relating to the ownership environmental condition of the Real Property and Seller’s operations on, at, of which the Company or relating the Stockholders is in possession.
(f) The Company will promptly furnish to the Property. Without limitation Buyer written notice of any Release or of any actions or notices described in Section 4.22(b).
(g) To the knowledge of the foregoingCompany and the Stockholders, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written neither PCBs nor asbestos-containing materials are present on or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Real Property.
Appears in 2 contracts
Sources: Stock Purchase Agreement (BTG Inc /Va/), Stock Purchase Agreement (BTG Inc /Va/)
Environmental. No notice (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(i) the Company and its Subsidiaries are and, since December 31, 2012, have been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to Laws, including possessing and complying with the ownership terms of the Property and Seller’s all Company Permits required for their operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all under applicable Environmental Laws. To the knowledge, information and belief ;
(ii) as of the Sellerdate of this Agreement, the Property there is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Lawsno Proceeding or Order pending or, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence Knowledge of or the release or Company, threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, pursuant to or relating to any environmental condition at Environmental Law against the Company or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession its Subsidiaries;
(iii) as of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind date of this Agreement, none of the Deposit shall Company or any of its Subsidiaries has received notice or a request for information alleging that the Company or any of its Subsidiaries or any of their respective predecessors has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be immediately refunded to Buyer and the parties shall be discharged from all further obligation liable under any applicable Environmental Law, which violation or liability under this Agreement. For purposes is unresolved;
(iv) there have been no Releases of this Agreement:Hazardous Materials on or underneath any location that have resulted in or are reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law;
(v) any asbestos, asbestos-containing material or presumed asbestos-containing material that is on or part of any real property, plant, building or facility currently owned, leased or operated primarily by the Company or any of its present or past Subsidiaries or any of their respective predecessors is and, with respect to any real property, plant, building or facility formerly owned, leased or operated by the Company or any of its present or past Subsidiaries or any of their respective predecessors, was during time of such ownership, lease or operation, managed according to the current legal standards governing such material, and its presence or condition does not violate any Environmental Law; and
(vi) none of the products manufactured, distributed or sold by the Company or any of its present or past Subsidiaries or any of their respective predecessors contained asbestos or asbestos-containing material.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (United Technologies Corp /De/)
Environmental. No notice has Except as disclosed in the ▇▇▇▇▇▇ Mining Public Documents and except for any matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect in respect of ▇▇▇▇▇▇ Mining:
(i) all facilities and operations of ▇▇▇▇▇▇ Mining and the ▇▇▇▇▇▇ Mining Subsidiaries and their predecessors have been served on Seller or the Principals from any entityconducted, governmental body or individual claiming any violation of any lawand are now, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full material compliance with all applicable Environmental Laws Laws;
(as defined belowii) relating there have been no spills, releases, deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into or in the earth, air or any body of water, whether surface or otherwise, by ▇▇▇▇▇▇ Mining or any of the ▇▇▇▇▇▇ Mining Subsidiaries or their predecessors or at, to or from ▇▇▇▇▇▇ Mining’s assets or operations, which could reasonably be expected to result in liability or remediation obligations under any Environmental Law;
(iii) neither ▇▇▇▇▇▇ Mining nor any of the ▇▇▇▇▇▇ Mining Subsidiaries has failed to report to the ownership proper Governmental Entity the occurrence of the Property any event which is required to be so reported by any Environmental Law;
(iv) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and Seller’s operations on, at, rights or relating to the Property. Without limitation operations and business of ▇▇▇▇▇▇ Mining and the ▇▇▇▇▇▇ Mining Subsidiaries and, to the knowledge of ▇▇▇▇▇▇ Mining, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business;
(v) neither ▇▇▇▇▇▇ Mining nor any ▇▇▇▇▇▇ Mining Subsidiary is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures;
(vi) ▇▇▇▇▇▇ Mining and the ▇▇▇▇▇▇ Mining Subsidiaries are in possession of, and in material compliance with, all Environmental Approvals, consents, waivers, permits, orders and exemptions required to own, lease and operate its properties and mineral projects and to conduct its business as it is now being conducted, and neither ▇▇▇▇▇▇ Mining nor any of the foregoing▇▇▇▇▇▇ Mining Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, Seller has obtained all permitsundertaking, authorizationsstudy, and licenses and caused all notifications report, assessment, repairs, construction or other expenditures are required to be made by it as required by all applicable Environmental Laws. To the knowledge, information and belief a condition of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the continued compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessmentsany Environmental Approvals issued pursuant thereto, reportsor that any Environmental Approvals referred to above are about to be reviewed, inspections conducted for Seller by independentmade subject to limitation or conditions, unrelated third persons and related revoked, withdrawn or terminated; and
(vii) to the Property or Seller’s operations onknowledge of ▇▇▇▇▇▇ Mining, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession none of ▇▇▇▇▇▇ Mining nor any of the Seller. If Seller ▇▇▇▇▇▇ Mining Subsidiaries is found subject to not any past or present fact, condition or circumstance that could reasonably be expected to result in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:any Environmental Laws.
Appears in 2 contracts
Sources: Arrangement Agreement (McEwen Mining Inc.), Arrangement Agreement
Environmental. No notice Except as set forth on Schedule 4.17:
(a) The Company is and has been served on Seller or the Principals from any entitybeen, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating prior to the ownership of the Property and Seller’s operations onClosing, at, or relating to the Property. Without limitation each owner of any of the foregoing, Seller Gathering Assets has obtained all permits, authorizationsbeen, and licenses the ownership, use and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief operation of the SellerGathering Assets are and have been, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such compliance with applicable Environmental Laws, and Seller has not received obtained and is in compliance with any notice, whether written or oral, from Permits required under any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, all of which Permits are in full force and effect with all Permit renewal applications, if any, having been timely filed;
(b) None of the Company, Seller or any claim arising fromSeller Affiliate has received any written or other formal (whether written or otherwise) notice or demand letter from any Governmental Entity or Third Party, based onindicating that the Company or any of the Gathering Assets is in violation of, or relating to any environmental condition at or involving the Propertyliable under, or the compliance or noncompliance with any Environmental Laws. Law, which violation or liability has not heretofore been resolved with such Governmental Entity or Third Party;
(c) There are no underground conditions existing on any of the Gathering Assets or above ground tanks or storage vessels presently on currently or formerly used for owned, operated or leased properties, assets, and businesses of the storage Company (including soils, groundwater, surface water, buildings or other structures) that would reasonably be expected to give rise to any claim, proceeding, action, or liability under any Environmental Law;
(d) No such properties, assets, or businesses of the Company are contaminated with Hazardous Materials in violation of, or in a manner that would reasonably be expected to give rise to any obligation under, any Environmental Law; and
(e) The Company has not assumed contractually the liability of any Hazardous Material present at other person under any applicable Environmental Law.
(f) Seller has delivered to Buyer prior to the Property. True date hereof true and correct complete copies of all written internal and external environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessmentsstudies, reports, inspections conducted for Seller by independent, unrelated third persons reports and related correspondence relating to environmental matters in each case relevant to the Property Company or Seller’s operations onthe Gathering Assets (collectively, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession “Environmental Reports”). Each of the Seller. If Seller Environmental Reports is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:listed on Schedule 4.17.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement (GMX Resources Inc)
Environmental. No notice (a) To the Company's knowledge, the Company and each Subsidiary and Medical Group are in compliance with, have been in compliance with, and have no material liability under, the Environmental Laws.
(b) To the Company's knowledge, the Real Property currently operated by the Company and each Subsidiary and Medical Group does not contain, and during the period of any ownership, tenancy or operation, no Real Property formerly owned or operated contained, any underground improvements used currently or in the past for the management of Hazardous Materials, and no portion of any currently leased or operated property is or has been served used as a dump or landfill or consists of filled in land, except where the existence thereof could not have a material adverse effect on Seller the Company, its Subsidiaries and the Medical Groups, taken as a whole. Except as disclosed in Section 3.21(b) of the Disclosure Schedule, neither PCBs nor asbestos-containing materials (that would be material to the Company) are present on or in any Real Property currently operated by the Company, its Subsidiaries or the Principals from Medical Groups.
(c) Neither the Company, its Subsidiaries nor the Medical Groups, nor any entityofficer, governmental body director or individual claiming any violation of any law, regulation, ordinance stockholder thereof has directly or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not indirectly received any notice, whether written Claim or oral, from knows or suspects any person that Seller or fact(s) which might reasonably form the Property is the subject of basis for any investigation or proceeding pertaining to the presence Claim arising out of or attributable to: (i) the release current or past presence, release, or threatened release of Hazardous Materials at or from any part of the Real Property; (ii) the off-site disposal or treatment of Hazardous Material in Materials originating on or from the Real Property or the businesses or Assets of the Company or any Subsidiary; or (iii) any violation of applicable Environmental LawsLaws at any part of the Real Property or otherwise arising from the Company's, any claim arising from, based on, Subsidiary's or relating to any environmental condition at or involving the Property, Medical Group's activities (or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession activities of the Seller. If Seller is found to not be Company's, any Subsidiary's or any Medical Group's predecessors in compliance with this Section 7(stitle) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:involving Hazardous Materials.
Appears in 2 contracts
Sources: Note Purchase Agreement (Doctors Health System Inc), Stock Purchase Agreement (Doctors Health System Inc)
Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief knowledge of the Seller, Seller is without investigation or inquiry, and except as disclosed in full compliance with all applicable Environmental Laws any environmental reports provided to Buyer, no “Hazardous Substances” (as defined below) relating to the ownership of the Property and Seller’s operations have been disposed of, or identified on, atunder or at the Land in violation of applicable “Environmental Laws” (as defined below). Seller has not received written notice from any governmental authorities, or relating to the Property. Without limitation any political or quasi-political, subdivision, agency, authority, department, court, commission, board, bureau or instrumentality of any of the foregoingforegoing asserting jurisdiction over any of the parties hereto or over the Land, Seller has obtained all permitsthat the Land is or may be in violation of any applicable federal, authorizationsstate or municipal law, and licenses and caused all notifications to be made as required by all applicable Environmental Lawsordinance or regulation regarding Hazardous Substances. To the knowledgeknowledge of Seller, information and belief without investigation or inquiry, no Hazardous Substances were used in the construction of the SellerImprovements, no Release of Hazardous Substances has occurred at, from, in, adjacent to, or on the Property Land, nor are there any Hazardous Substances in, on, about or migrating to the Land, and the Land is not contaminated affected in any way by any Hazardous Material Substances. To the knowledge of Seller, without investigation or inquiry, there are no incinerators, septic tanks, PCB-containing equipment, asbestos-containing material, formaldehyde insulators or cesspools on the Land, all waste is discharged from the Land into a public sanitary sewer system in accordance with applicable legal requirements, and no Hazardous Substances are discharged from the Land, directly or indirectly, into any body of water.
(i) As used herein, the term “Hazardous Substances” shall mean: (a) those substances included within the definitions of any one or more of the terms “hazardous materials,” “hazardous wastes,” “hazardous substances,” “industrial wastes,” and “toxic pollutants,” as such terms are defined below) in violation of such under the Environmental Laws, or any of them; (b) petroleum and Seller has not received petroleum products, including crude oil and any noticefractions thereof; (c) natural gas, synthetic gas and any mixtures thereof; (d) asbestos, whether written friable or oralnon-friable; (e) polychlorinated biphenyl (“PCBs”) or PCB-containing materials or fluids; (f) radon; (g) any other hazardous or radioactive substance, from material, pollutant, contaminant or waste; and (h) any person that Seller or the Property is the subject of any investigation or proceeding pertaining other substance with respect to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with which any Environmental Laws. There are no underground Law or above ground tanks governmental authority requires environmental investigation, monitoring or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:remediation.
Appears in 2 contracts
Environmental. No notice Except as set forth in Schedule 4.15:
(a) Seller has been served on Seller not entered into any agreements, consents, orders, decrees or the Principals from any entity, governmental body or individual claiming any violation judgments of any lawGovernmental Authority, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief that are in existence as of the SellerExecution Date, Seller is in full compliance with all applicable that are based on any Environmental Laws (as defined below) relating and that relate to the ownership of the Property and Seller’s operations on, at, current or relating to the Property. Without limitation future use of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief Assets;
(b) As of the SellerExecution Date, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, notice from any person that Seller or the Property is the subject Person of any investigation or proceeding pertaining to the presence of or the release or threatened release disposal of any Hazardous Material Substance concerning any land, facility, asset or property included in the Assets that would reasonably be expected to: (i) materially interfere with or prevent compliance by Seller with any Environmental Law or the terms of any license or Permit issued pursuant thereto; or (ii) give rise to or result in any material common Law or other liability of Seller to any Person;
(c) There are no actions, suits or proceedings pending, or to Seller’s knowledge, threatened in writing, before any Governmental Authority against Seller with respect to the Assets alleging material violations of Environmental Laws that remain unresolved;
(d) With respect to the Assets operated by Seller or its Affiliates (and in all other cases, to Seller’s knowledge), Seller has received no written notice from any Governmental Authority of any material violation or material non-compliance with any Environmental Law or of applicable material non-compliance with the terms or conditions of any Permits required under Environmental Laws, any claim arising from, based onupon, associated with or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property Assets or Seller’s operations onownership or operation of any thereof, at, or relating in each case to the Property extent unresolved;
(e) Copies of all final written reports of environmental site assessments and/or compliance audits by a Third Party on behalf of Seller or any of its Affiliates or that are otherwise in Seller’s or any of its Affiliates’ possession or control, in each case, that have been prepared in the eighteen (18) months prior to the Execution Date have been, in each case, provided or made available to Buyer for copying and/or inspection Purchaser prior to the extent that Execution Date; and
(f) Without limitation of Section 3.4, this Section 4.15 constitutes Seller’s sole representation and/or warranty regarding the same are in the possession environmental condition of the Seller. If Seller is found to not be in Assets (or the Assets compliance with this Section 7(sEnvironmental Law) in any wayor the Seller’s compliance with, Buyer shall have or violation of, Environmental Laws regarding the right Assets or the Seller’s business with respect to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Asset.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Earthstone Energy Inc), Purchase and Sale Agreement (Earthstone Energy Inc)
Environmental. No notice has been served on Seller or To the Principals from knowledge of any entity, governmental body or individual claiming any member of the Caza Group:
(i) no member of the Caza Group is in violation of any lawLaws, regulationwith respect to environmental, ordinance health or codesafety matters (collectively, or requiring "Environmental Laws");
(ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws;
(iii) except as permitted by Environmental Laws, there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within the Caza Group's ownership, possession or control at any lawtime, regulation, ordinance on or code, demanding payment from or contribution, for environmental damage under or injury to natural resources. To the knowledge, information and belief in any of the Sellerreal property owned or leased by the Caza Group at any time;
(iv) there have been no releases, Seller is deposits or discharges, in full compliance with all applicable violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systems;
(v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws (as defined below) relating to the ownership business or assets of the Property Caza Group;
(vi) each member of the Caza Group, as of the date hereof, holds all licenses, permits, consents, approvals, agreements, certificates and Seller’s operations onregulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, atpermits, or relating consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Caza Group has notice of any circumstances that may lead to the Property. Without limitation revocation, cancellation or curtailment of any of the foregoingsame; and
(vii) full and accurate particulars of or, Seller has obtained in the case of a document, a copy of all permitsenvironmental or health and safety assessments, authorizationsaudits, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To reviews or investigations, whether in draft or final form, which concern in whole or in part (directly or indirectly) the knowledge, information and belief current or previous operations of any member of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, Caza Group and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same which are in the possession or control of any member of the Seller. If Seller is found Caza Group as of the date hereof have been disclosed in writing to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Investor.
Appears in 2 contracts
Sources: Investment Agreement, Investment Agreement
Environmental. No notice Except as set forth on Schedule 4.14,
(a) the Company and each of its Subsidiaries hold, have complied, and are in compliance, in all material respects, with all Environmental Permits, and otherwise have complied, and are in compliance, in all material respects, with all Environmental Laws;
(b) none of the Company or any of its Subsidiaries have received any material Environmental Claim and, to GP and the Company’s Knowledge, there is no threatened material Environmental Claim against the Company or any of its Subsidiaries;
(c) neither the Company, any of its Subsidiaries, nor any of their respective predecessors or Affiliates has been served on Seller treated, stored, disposed of, arranged for or permitted the Principals from any entitydisposal of, governmental body or individual claiming any violation of any lawtransported, regulation, ordinance or codehandled, or requiring compliance with released any lawsubstance, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, atincluding without limitation any Hazardous Materials, or relating to the Property. Without limitation of owned or operated any of the foregoing, Seller has obtained all permits, authorizations, property or facility (and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property no such property or facility is not contaminated by any Hazardous Material (as defined belowsuch substance) in violation of such manner as have given or would give rise to any material, or potentially material, liabilities (contingent or otherwise) or investigative, corrective or remedial obligations, pursuant to CERCLA or any other Environmental Laws;
(d) none of the Company or any of its Subsidiaries has entered into any consent order or other similar agreement with any Governmental Entity that imposes obligations under Environmental Laws on the Company or any of its Subsidiaries;
(e) neither the Company nor any of its Subsidiaries, and Seller nor any of their respective predecessors or Affiliates, has not received manufactured, sold, marketed, installed or distributed products containing asbestos and, with respect to such entities, no basis in law or fact exists to support an assertion of any notice, whether written or oral, from any person such claim with respect to Asbestos Liabilities;
(f) neither this Agreement nor the consummation of the transaction that Seller or the Property is the subject of this Agreement will result in any obligations for site investigation or proceeding pertaining cleanup, or notification to or consent of government agencies or third parties, pursuant to the presence New Jersey Industrial Site Recovery Act, the Connecticut Property Transfer Act, the Illinois Responsible Property Transfer Act or any other similar Environmental Laws;
(g) neither the Company nor any of its Subsidiaries has expressly or contractually assumed any material liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental Laws; and
(h) GP or the release Company has furnished or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating made available to any the Buyer all material environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or reports and other assessments, reports, inspections conducted for Seller by independent, unrelated third persons material and related to the Property or Seller’s operations on, at, or environmental documents relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same Company and its Subsidiaries, or their respective predecessors and Affiliates, which are in the their possession of the Selleror under their reasonable control. If Seller is found to not be The representations and warranties contained in compliance with this Section 7(s) in any way, Buyer 4.14 shall have constitute the right sole and exclusive representations and warranties made by GP with respect to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Environmental Laws.
Appears in 2 contracts
Sources: Contribution and Stock Purchase Agreement, Contribution and Stock Purchase Agreement (Georgia Pacific Corp)
Environmental. No notice has been served on Seller Except as would not individually or in the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws aggregate have a Material Adverse Effect:
(as defined belowi) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of Neither Vitran nor any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property Vitran Subsidiaries is not contaminated by any Hazardous Material (as defined below) in violation of such of, or has violated or has any liability under, any Environmental LawsLaw and there are no facts, and Seller has not received any noticecircumstances or conditions existing, whether written initiated or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining occurring prior to the presence of or the release or threatened release of any Hazardous Material Effective Date which could result in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with liability under any Environmental Laws. There are Without limiting the generality of the foregoing: (i) there has been no Environmental Condition at, on, under or from any of the properties currently owned, leased or operated by Vitran or any Vitran Subsidiary (including, without limitation, soils and surface and ground waters) during the period of Vitran’s or the applicable Vitran Subsidiary’s ownership, tenancy or operation of such property; (ii) there has been no Environmental Condition at, on, under or from any of the properties formerly owned, leased or operated by Vitran or any Vitran Subsidiary (including, without limitation, soils and surface and ground waters) during the period of Vitran’s or any Vitran Subsidiary’s ownership, tenancy or operation of such property; (iii) none of the real property currently leased or operated by Vitran or any Vitran Subsidiary contains underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsimprovements, including but not limited to, Phase I environmental site assessments, Phase II to treatment or greater environmental investigation reports, compliance auditsstorage tanks, or underground piping associated with such tanks, used currently or in the past for the management of Contaminants, and no portion of such real property is or has been used as a dump or landfill or consists of or contains filled-in land or wetlands; and (iv) neither PCBs, “toxic mold,” asbestos- containing materials, nor any contamination are present on or in the real property currently owned, operated or leased by Vitran or the Vitran Subsidiaries or the improvements thereon.
(ii) Neither Vitran nor any Vitran Subsidiary has received any notice, demand, claim or request for information or other assessmentswritten communication alleging that Vitran or any Vitran Subsidiary (i) is actually, reports, inspections conducted potentially or allegedly liable under any Environmental Law for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, atan Environmental Condition, or relating to the Property (ii) may be in violation of or have been made available to Buyer for copying and/or inspection to the extent that the same any liability under any Environmental Law.
(iii) Vitran and each Vitran Subsidiary are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(sthe Environmental Approvals held or maintained by Vitran and such Subsidiaries.
(iv) in Neither Vitran nor any wayof the Vitran Subsidiaries has arranged, Buyer shall have by contract, agreement or otherwise, for the right transportation, disposal or treatment of Contaminants at any location such that it is or could be liable for Remediation of such location pursuant to request Seller to cure the same in like manner as provided in Section 9 belowEnvironmental Laws, and if no such location, nor any of the same are not timely curedreal property currently owned, Buyer shall have operated, or leased by Vitran or any of the right to rescind this Agreement Vitran Subsidiaries is listed on any governmental list or waive such defect, which defects database of properties that may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:require Remediation.
Appears in 2 contracts
Sources: Arrangement Agreement (Vitran Corp Inc), Arrangement Agreement (TransForce Inc. \ Quebec Canada)
Environmental. No notice Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been served on Seller received by any of the Debtors or their Subsidiaries, and there are no Legal Proceedings pending or, to the Principals from any entityKnowledge of the Company, governmental body or individual claiming any threatened which allege a violation of or liability under any lawEnvironmental Laws (including with respect to exposure to Hazardous Materials), regulation, ordinance or code, or requiring compliance with in each case relating to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the SellerDebtors or their Subsidiaries, Seller is (b) each Debtor and each of their respective Subsidiaries has received (including timely application for renewal of the same), and maintained in full compliance force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2017, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (as defined belowc) relating to the ownership Knowledge of the Property and Seller’s operations onCompany, no Hazardous Material is located at, on or relating under any property currently or formerly owned, operated or leased by any of the Debtors or their Subsidiaries that has given rise or would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingDebtors under any Environmental Laws, Seller (d) to the Knowledge of the Company, no Hazardous Material has obtained all permitsbeen Released, authorizationsgenerated, owned, treated, stored, transported or handled by any of the Debtors or their Subsidiaries, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief none of the Seller, Debtors or their Subsidiaries has arranged for or permitted the Property is not contaminated by any disposal of Hazardous Material (as defined below) at any location in violation a manner that has given rise or would reasonably be expected to give rise to any cost, liability or obligation of such any of the Debtors or their Subsidiaries under any Environmental Laws, and Seller (e) no agreements in which any of the Debtors or their Subsidiaries has not received expressly assumed responsibility for any notice, whether written or oral, from any person that Seller or the Property is the subject known obligation of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim other Person arising from, based on, under or relating to any environmental condition at or involving Environmental Laws that remains unresolved. Notwithstanding the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage generality of any Hazardous Material present at the Property. True other representations and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are warranties in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded representations and warranties in this Section 4.19 constitute the sole and exclusive representations and warranties in this Agreement with respect to Buyer and the parties shall be discharged from all further obligation any environmental, health or liability safety matters, including any arising under this Agreement. For purposes of this Agreement:or relating to Environmental Laws.
Appears in 2 contracts
Sources: Backstop Commitment Agreement (Weatherford International PLC), Backstop Commitment Agreement (WUS Holding, L.L.C.)
Environmental. No notice has Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have a ▇▇▇▇▇▇▇ Material Adverse Effect:
(i) all facilities and operations of ▇▇▇▇▇▇▇ have been served on Seller or the Principals from any entityconducted, governmental body or individual claiming any violation of any lawand are now, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full material compliance with all applicable Environmental Laws Laws;
(ii) ▇▇▇▇▇▇▇ is in possession of, and in compliance with, all Environmental Permits that are required to conduct its business as defined belowit is now being conducted;
(iii) relating no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to the ownership any portion of the Property any currently or formerly owned, leased, used or otherwise controlled property, interests and Seller’s operations on, at, rights or relating to the Property. Without limitation operations and business of ▇▇▇▇▇▇▇ and, to the knowledge of ▇▇▇▇▇▇▇, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business;
(iv) ▇▇▇▇▇▇▇ is not subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures;
(v) to the foregoingknowledge of ▇▇▇▇▇▇▇, Seller has obtained all there are no changes in the status, terms or conditions of any Environmental Permits held by ▇▇▇▇▇▇▇ or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, authorizationsorders and exemptions, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledgeor any review by, information and belief of the Selleror approval of, the Property is not contaminated by any Hazardous Material (as defined below) in violation Governmental Entity of such Environmental Lawsenvironmental approvals, consents, waivers, permits, orders and Seller has not received any notice, whether written exemptions that are required in connection with the execution or oral, from any person that Seller or the Property is the subject delivery of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall consummation of the transactions contemplated herein or the continuation of the business of ▇▇▇▇▇▇▇ following the Effective Date;
(vi) ▇▇▇▇▇▇▇ has made available to Mountain all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and
(vii) to the knowledge of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ is not subject to any past or present fact, condition or circumstance that could reasonably be immediately refunded expected to Buyer and the parties shall be discharged from all further obligation or result in liability under this Agreement. For purposes of this Agreement:any Environmental Laws that would individually or in the aggregate, constitute a ▇▇▇▇▇▇▇ Material Adverse Effect.
Appears in 2 contracts
Sources: Arrangement Agreement (Mountain Province Diamonds Inc.), Arrangement Agreement (Mountain Province Diamonds Inc.)
Environmental. No notice has been served (a) Except as described on Seller or Schedule 4.13(a), to the Principals from any entityknowledge of Comcast, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief (i) none of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller Comcast Group Members has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written demand, request for information, citation, summons or oral, from order relating to any person that Seller material evaluation or investigation and (ii) none of the Property Comcast Group Members is the subject of any investigation pending or threatened material investigation, action, claim, suit, review, complaint, penalty or proceeding pertaining of any Governmental Authority or other Person, in each case with respect to the presence Comcast Native Assets, the Comcast Native Systems or, at the Closing, any Comcast Native Newco which relate to or arise out of any Environmental Law.
(b) Except as described on Schedule 4.13(b), to the knowledge of Comcast, no Hazardous Substance has been discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted, or released at, on or under any Comcast Native Asset or in connection with the operation of any Comcast Native System or, at the Closing, any Comcast Native Newco, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(c) Except as described on Schedule 4.13(c), none of the Comcast Group Members has received any written notice of, or has any knowledge of circumstances relating to, and, to the knowledge of Comcast, there are no past events, facts, conditions, circumstances, activities, practices or incidents (including but not limited to the presence, use, generation, manufacture, disposal, release or threatened release of any Hazardous Material Substances) relating to any Comcast Native Asset or in violation connection with the operation of applicable Environmental Lawsany Comcast Native System or, at the Closing, any claim Comcast Native Newco, which could materially interfere with or prevent material compliance with, or which have resulted in or are reasonably likely to give rise to any material liability of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising from, based on, under or relating to any environmental condition Environmental Law.
(d) Except as set forth on Schedule 4.13(d), to Comcast's knowledge, no Comcast Native Asset nor any property to which Hazardous Substances located on or resulting from the use of any Comcast Native Asset (or from the operation of any Comcast Native System or, at the Closing, any Comcast Native Newco), have been transported, is listed or involving proposed for listing on the PropertyNational Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of sites requiring investigation or cleanup.
(e) Prior to the compliance date hereof, Comcast has provided or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct made available to TWC copies of all written material environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessmentsmaterial environmental studies, reportsaudits, inspections conducted for Seller by independenttests, unrelated third persons and related to the Property reviews or Seller’s operations on, at, other analyses of or relating to the Property have been made available to Buyer for copying Comcast Native Assets and/or inspection the Comcast Native Systems.
(f) None of the transactions contemplated by this Agreement relating to the extent that Comcast Native Systems will trigger any filing or other action under any environmental transfer statute, including the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer Connecticut Hazardous Waste Establishment Transfer Act and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:New Jersey Industrial Site Recovery Act.
Appears in 2 contracts
Sources: Exchange Agreement, Exchange Agreement (Time Warner Inc)
Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller (a) Borrower is currently in full compliance with all applicable Environmental Laws (as defined below) relating to which compliance includes, but is not limited to, the ownership possession by Borrower of the Property all permits and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as other governmental authorization required by all under applicable Environmental Laws. To , and compliance in all material respects with the knowledgeterms and conditions thereof, information and belief except in any case where the failure to be in compliance would not have a Material Adverse Effect.
(b) Except as set forth on SCHEDULE 4.29, Borrower has not stored, disposed of the Seller, the Property is not contaminated by or arranged for disposal of any Hazardous Material Materials of Environmental Concern (as defined below) on any of the real property, except in violation of such compliance with applicable Environmental Laws.
(c) Borrower has not received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Borrower is not in full compliance with Environmental Laws, and Seller there are no circumstances that may prevent or interfere with such full compliance in the future. There is no Environmental Claim (as defined below) pending or, to Borrower's best knowledge, threatened against, or which has not received any noticebeen made known to, whether written Borrower.
(d) Except as set forth on SCHEDULE 4.29, during the period the facilities have been held by Borrower, its affiliates or, to Borrower's best knowledge, its predecessors in interest, there have been no actions, activities, circumstances, conditions, events or oralincidents including, from any person that Seller without limitation, the generation, handling, transportation, treatment, storage, release, emission, discharge, presence or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release disposal of any Hazardous Material Substance (as defined below), that could form the basis of any Environmental Claim against Borrower under any Environmental Law in violation of applicable Environmental Laws, any claim arising from, based oneffect at, or relating at any time prior to, the Agreement Date.
(e) Without in any way limiting the generality of the foregoing to any environmental condition at or involving the Propertybest knowledge of Borrower, or the compliance or noncompliance with any Environmental Laws. There (i) there are no underground storage tanks located on the property owned or above ground tanks leased by Borrower, (ii) there is no asbestos contained in or storage vessels presently or formerly used for the storage forming part of any Hazardous Material present building, building component, structure or office space owned or leased by Borrower, and (iii) no polychlorinated biphenyls ("PCBs") are used or stored at the Propertyany property owned or leased by Borrower. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer The following terms shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreementfollowing meanings:
Appears in 2 contracts
Sources: Convertible Loan Agreement (Caminosoft Corp), Convertible Loan Agreement (Caminosoft Corp)
Environmental. No notice has been served on Seller or (a) Except to the Principals from extent that any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Sellerfollowing, Seller is individually or in full compliance the aggregate, would not result in a Material Adverse Effect on the Company (i) the Company and its subsidiaries comply and have complied with all applicable Environmental Laws (as defined below), (ii) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any no Hazardous Material Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the properties currently owned, leased, operated or otherwise used by the Company or its subsidiaries (including soils, groundwater, surface water, buildings or other structures), (iii) no Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the properties formerly owned, leased, operated or otherwise used by the Company or its subsidiaries during the period of ownership, lease, operation or use by Company or its subsidiaries, (iv) neither the Company nor any subsidiary is subject to any liability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (v) neither the Company nor any subsidiary has received any written notice, demand, letter, claim or request for information alleging that the Company or any subsidiary is or may be in violation of such or liable under any Environmental LawsLaw, and Seller has not received (vi) neither the Company nor any noticesubsidiary is subject to any order, whether decree, injunction or other written directive of any Governmental Authority or oral, from is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vii) there are no circumstances or conditions involving the Company and its subsidiaries, any assets (including real property) or businesses previously owned, leased, operated or otherwise used by Company or its subsidiaries, or any of the assets (including real property) or businesses of any predecessors of Company or its subsidiaries that Seller could reasonably be expected to result in any damages or liabilities to the Company or any subsidiary arising under or pursuant to Environmental Law or in any restriction on the ownership, use or transfer of any of the assets of the Company or any subsidiary arising under or pursuant to any Environmental Law.
(b) As used herein, the term "Environmental Law" means any international, national, provincial, regional, federal, state, municipal or local law, regulation, order, judgement, decree, permit, authorization, common or decisional law (including, without limitation, principles of negligence and strict liability) or agency requirement relating to the protection, investigation or restoration of the environment (including, without limitation, natural resources) or the Property is health or safety of human or other living organisms, including, without limitation, the subject of any investigation or proceeding pertaining to the presence of or the manufacture, introduction into commerce, export, import, handling, use, presence, disposal, release or threatened release of any Hazardous Material in violation Substance or noise, odor, wetlands, pollution, contamination or any injury or threat of applicable injury to persons or property.
(c) As used herein, the term "Hazardous Substance" means any element, compound, substance or other material (including any pollutant, contaminant, hazardous waste, hazardous substance, chemical substance, or product) that is listed, classified or regulated pursuant to any Environmental LawsLaw, including, without limitation, any claim arising frompetroleum product, based onby-product or additive, asbestos, presumed asbestos-containing material, asbestos-containing material, medical waste, chlorofluorocarbon, hydrochlorofluorocarbon, lead-containing paint or relating to any environmental condition at plumbing, polychlorinated biphenyls, radioactive material or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:radon.
Appears in 2 contracts
Sources: Merger Agreement (Incontrol Inc), Merger Agreement (Guidant Corp)
Environmental. No notice has been served on Seller Except as disclosed in any Camden SEC Report, any Phase I Environmental Site Assessment prepared by or for the Principals from any entity, governmental body or individual claiming any violation benefit of any law, regulation, ordinance or codeCamden, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. in Section 6.12 of the Disclosure Schedule:
(a) To the knowledgeknowledge of Camden, information each of Camden and belief its subsidiaries, any Participation Facilities and any property in which Camden or any of its subsidiaries holds a security interest, and where required by the Sellercontext, Seller is the Loan Properties, are, and have been, in full material compliance with all applicable Environmental Laws environmental laws and with all rules, regulations, standards and requirements of the EPA and of state and local agencies with jurisdiction over pollution or protection of the environment.
(b) There is no suit, claim, action or proceeding pending or, to the knowledge of Camden and its subsidiaries, threatened, before any Governmental Entity or other forum in which Camden or any of its subsidiaries or, to the knowledge of Camden, any Participation Facility has been or, with respect to threatened proceedings, may be, named as defined belowa defendant, responsible party or potentially responsible party (i) for alleged noncompliance (including by any predecessor), with any environmental law, rule, regulation, standard or requirement or (ii) relating to the ownership release into or presence in the Environment of any Hazardous Materials or Oil whether or not occurring at or on a site owned, leased or operated by Camden or any of its subsidiaries or any Participation Facility, except as have not been or would not be material.
(c) To the knowledge of Camden, there is no suit, claim, action or proceeding pending or threatened, before any Governmental Entity or other forum in which any Loan Property and Seller’s operations onhas been or, atwith respect to threatened proceedings, may be, named as a defendant, responsible party or potentially responsible party (i) for alleged noncompliance (including by any predecessor) with any environmental law, rule, regulation, standard or requirement or (ii) relating to the Property. Without limitation of any of release into or presence in the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release Environment of any Hazardous Material or Oil whether or not occurring at or on a site owned, leased or operated by a Loan Property, except as have not been or would not be material.
(d) Neither Camden nor any of its subsidiaries, nor to their knowledge any Participation Facility or any Loan Property, has received any notice regarding a matter on which a suit, claim, action or proceeding as described in violation subsection (b) or (c) of applicable Environmental Lawsthis Section 6.12 could reasonably be based. No facts or circumstances have come to Camden s nor any of its subsidiaries attention which have caused it to believe that a material suit, claim, action or proceeding as described in subsection (b) or (c) of this Section 6.12 could reasonably be expected to occur.
(e) To the knowledge of Camden, during the period of (i) Camden s and its subsidiaries ownership or operation of any claim arising fromof their respective current properties, based (ii) Camden s and its subsidiaries participation in the management of any Participation Facility, or (iii) Camden s and its subsidiaries holding of a security interest in a Loan Property, there has been no release or presence of Hazardous Material or Oil in, on, under or relating to any environmental condition at affecting such property of Camden or involving the such Participation Facility or Loan Property, except where such release or presence is not or would not, either individually or in the compliance aggregate, be material. To the knowledge of Camden and its subsidiaries, prior to the period of (Camden s and its subsidiaries ownership or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage operation of any of their respective current properties or any previously owned or operated properties, (y) Camden s and its subsidiaries participation in the management of any Participation Facility, or (z) Camden s and its subsidiaries holding of a security interest in a Loan Property, there was no release or presence of Hazardous Material present at the Property. True and correct copies of all written environmental reportsor Oil in, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, atunder or affecting any such property, Participation Facility or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are Loan Property, except where such release or presence is not or would not, either individually or in the possession of the Seller. If Seller is found to not aggregate, be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:material.
Appears in 2 contracts
Sources: Merger Agreement (Camden National Corp), Merger Agreement (Camden National Corp)
Environmental. No notice Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company:
(a) the Company and its Subsidiaries are and, since February 24, 2023, have been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to Laws, including possessing and complying with the ownership terms of the Property and Seller’s all Company Permits required for their operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all under applicable Environmental Laws. To ;
(b) there is no Proceeding or Order pending or, to the knowledge, information and belief Knowledge of the SellerCompany, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining threatened pursuant to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental Environmental Law against the Company or any of its Subsidiaries;
(c) none of the Company or any of its Subsidiaries has received notice or a request for information alleging that the Company or any of its Subsidiaries or any of their respective predecessors has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which notice or request is unresolved;
(d) there have been no Releases of Hazardous Materials on or underneath any location that have resulted in or are reasonably likely to result in an obligation by the Company or any of its Subsidiaries to investigate, remediate or otherwise conduct any response action in respect of such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law;
(e) any asbestos, asbestos-containing material or presumed asbestos-containing material that is on or part of any real property, plant, building or facility currently owned, leased or operated primarily by the Company or any of its present or past Subsidiaries or any of their respective predecessors is and, with respect to any real property, plant, building or facility formerly owned, leased or operated by the Company or any of its present or past Subsidiaries or any of their respective predecessors, was during the time of such ownership, lease or operation, managed according to the current legal standards governing such material, and its presence or condition at or involving the Property, or the compliance or noncompliance with does not violate any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession Law; and
(f) none of the Seller. If Seller is found to not be in compliance with this Section 7(s) in products manufactured, distributed or sold by the Company or any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement of its present or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation past Subsidiaries or liability under this Agreement. For purposes any of this Agreement:their respective predecessors contained asbestos or asbestos-containing material.
Appears in 2 contracts
Sources: Merger Agreement (Steelcase Inc), Merger Agreement (Hni Corp)
Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Except as set forth in Section 4.1(u) of the SellerDisclosure Schedule, Seller is (i) the businesses as presently or formerly engaged in full by the Company and its subsidiaries are and have been conducted in compliance in all material respects with all applicable Environmental Laws (as defined below), including having all permits, licenses and other approvals and authorizations, during the time the Company (or such subsidiary) engaged in such businesses, (ii) the properties presently or formerly owned or operated by the Company or any subsidiary of the Company (including soil, groundwater or surface water on, under or adjacent to the properties, and buildings thereon) ("Company Properties") do not contain any Hazardous Substance (defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made other than as required by all permitted under applicable Environmental Laws. To , (iii) neither the knowledge, information and belief Company nor any subsidiary of the SellerCompany has received any notices, demand letters or requests for information from any federal, state, local or foreign governmental entity or any third party indicating that the Property is not contaminated by Company or any Hazardous Material (as defined below) subsidiary of the Company may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of such Environmental Lawsthe Company's or any of its subsidiaries' businesses, and Seller has not received (iv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or threatened against the Company or any notice, whether written subsidiary of the Company with respect to the Company or oral, from any person that Seller subsidiary of the Company or the Property is the subject Company Properties relating to any violation, or alleged violation, of any investigation Environmental Law, (v) no reports have been filed, or proceeding pertaining are required to be filed, by the presence Company or any subsidiary of or the release or threatened Company concerning the release of any Hazardous Material in Substance or the threatened or actual violation of any Environmental Law on or at Company Properties, (vi) no Hazardous Substance has been disposed of, transferred, released or transported from any Company Property during the time such Company Property was owned or operated by the Company or any subsidiary of the Company, other than as permitted under applicable Environmental LawsLaw, any claim arising from(vii) there have been no environmental investigations, based onstudies, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, tests, reviews or other assessments, reports, inspections analyses conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same which are in the possession of the Seller. If Seller Company or any subsidiary of the Company relating to the Company or any subsidiary of the Company or the Company Properties which have not been delivered to Parent prior to the date hereof, (viii) there are no underground storage tanks on, in or under any of the Company Properties and no underground storage tanks have been closed or removed from any Company Properties while such Company Property was in the ownership of the Company or any subsidiary of the Company, (ix) there is found to not be in compliance with this Section 7(s) no asbestos present in any way, Buyer shall have Company Property presently owned or operated by the right to request Seller to cure Company or any subsidiary of the same in like manner as provided in Section 9 belowCompany, and if no asbestos has been removed from any Company Property while such Company Property was owned or operated by the same Company or any subsidiary of the Company, (x) none of the Company Properties has been used at any time by the Company or any subsidiary of the Company as a sanitary landfill or hazardous waste disposal site, and (xi) neither the Company nor any subsidiary of the Company has incurred, and none of the Company Properties are not timely curedpresently subject to, Buyer shall have the right any liabilities (fixed or contingent) relating to rescind this Agreement any suit, settlement, court order, administrative order, judgment or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation claim asserted or liability arising under this Agreement. For purposes of this Agreement:any Environmental Law.
Appears in 2 contracts
Sources: Merger Agreement (Sheridan Energy Inc), Merger Agreement (Calpine Corp)
Environmental. No notice Except as has been served on Seller not had, and would not reasonably be expected to have, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information a Company Material Adverse Effect:
(a) The Company and belief of the Seller, Seller is its subsidiaries are in full compliance with all applicable Environmental Laws, which compliance includes the possession and maintenance of, and compliance with, all Company Permits required under applicable Environmental Laws (as defined below) relating to for the ownership operation of the Property business of the Company and Seller’s operations onits subsidiaries as presently conducted;
(b) As of the date of this Agreement, atnone of the Company or any of its subsidiaries has received any written communication alleging that the Company is in violation of, or relating to has any liability under, any Environmental Law;
(c) None of the Property. Without limitation Company or any of its subsidiaries has transported, produced, processed, manufactured, generated, used, treated, handled, stored, released or disposed of any Hazardous Substances, except in compliance with applicable Environmental Law in a manner that would not reasonably be expected to require any cleanups or other remediation activities pursuant to any Environmental Law;
(d) None of the foregoing, Seller Company or any of its subsidiaries has obtained all permits, authorizations, and licenses and caused all notifications received any written communication alleging that the Company or any of its subsidiaries has exposed any employee or any third-party to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) Substances in violation of such any Environmental LawsLaw that remains unresolved or, and Seller has not received to the Company’s knowledge, in a manner that caused or allegedly caused personal injury;
(e) As of the date of this Agreement, none of the Company or any notice, whether written of its subsidiaries is a party to or oral, from any person that Seller or the Property is the subject of any investigation or pending claim, action, Order, proceeding pertaining or, to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental LawsCompany’s knowledge, any claim arising frompending investigation, based onor, to the Company’s knowledge, any threatened claim, action, Order, proceeding or relating to investigation before any environmental condition at arbitrator or involving the Property, or the compliance Governmental Authority alleging any liability under or noncompliance with any Environmental Laws. There Law or seeking to impose any financial responsibility for any investigation, cleanup, removal, containment or any other remediation or compliance under any Environmental Law;
(f) No cleanups or other remediation activities are no underground being conducted, or above ground tanks are being proposed to be conducted, either by the Company or storage vessels presently any of its subsidiaries or at any property currently or, to the Company’s knowledge, formerly used owned or leased by the Company or any of its subsidiaries for the storage purpose of any treating, abating, removing, containing or otherwise addressing Hazardous Material present at Substances; and
(g) The representations and warranties in this Section 4.24 are the Property. True sole and correct copies exclusive representations and warranties of all written the Company with respect to environmental reportsmatters, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or matters relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement Environmental Law or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Hazardous Substances.
Appears in 2 contracts
Sources: Merger Agreement (Revlon Inc /De/), Merger Agreement (Elizabeth Arden Inc)
Environmental. No notice Except as set forth on Schedule 4.14:
(a) There are no underground tanks and related pipes, pumps and other facilities regardless of their use or purpose whether active or abandoned at the Real Property.
(b) There is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement on the Real Property. The Company does not sell and has not sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way.
(c) The Company presently is and has been served on Seller in material compliance with all Environmental Laws applicable to the Real Property or formerly owned, leased or operated locations or the Principals from Company’s business, and there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any entity, governmental body other type of response action pursuant to any Environmental Law or individual claiming that could be the basis for any violation liability of any lawkind pursuant to any Environmental Law.
(d) (i) The Company has not generated, regulationmanufactured, ordinance refined, transported, treated, stored, handled, disposed, transferred, produced or codeprocessed any Hazardous Materials at or upon the Real Property or formerly owned, leased or requiring compliance with any lawoperated locations, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is except in full compliance with all applicable Environmental Laws Laws; (as defined belowii) relating to the ownership there has been no Release or Threat of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release Release of any Hazardous Material at or in violation the vicinity of applicable Environmental Lawsthe Real Property that requires or may require reporting, investigation, assessment, cleanup, remediation or any claim arising from, based on, or relating other type of response action pursuant to any environmental condition at Environmental Law; and (iii) there has been no Release or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage Threat of Release of any Hazardous Material present at or in the vicinity of locations formerly owned, leased or operated by the Company that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company pursuant to any Environmental Law.
(e) The Company has not (i) entered into or been subject to any consent decree, compliance order or administrative order with respect to the Real Property or formerly owned, leased or operated locations or any facilities or operations thereon; (ii) received notice under the citizen suit provisions of any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Condition; or (iv) been subject to or, to their Knowledge, threatened with any governmental or citizen enforcement action with respect to any Environmental Law.
(f) (i) There currently are effective all Permits required under any Environmental Law which are necessary for the Company’s activities and operations at the Real Property and for any past or ongoing alterations or improvements at the Real Property. True ; (ii) any applications for renewal of such Permits have been submitted on a timely basis; and correct (iii) such Permits can be transferred without changes to their terms or conditions.
(g) The Company has made available to the Purchaser copies of all written documents, records and information in its possession or control concerning Environmental Conditions, including, without limitation, previously conducted environmental reportsaudits and documents regarding any disposal of Hazardous Materials at, including but not limited to, Phase I environmental site assessments, Phase II upon or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to from the Real Property or Seller’s operations onformerly owned, atleased or operated locations, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, spill control plans and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer environmental agency reports and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:correspondence.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Brookside Technology Holdings, Corp.), Membership Interest Purchase Agreement (Brookside Technology Holdings, Corp.)
Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief (a) Except as disclosed in Section 4.21(a)(i) of the SellerDisclosure Schedule, Seller is in full compliance with all applicable Environmental Laws (i) neither the Company nor any of its predecessors has used, distributed, stored, serviced, repaired, managed, maintained, disposed or otherwise handled any PCBs or PCB Items (as defined belowby 40 CFR 761.3), (ii) no Hazardous Substances are present at or have been Released or threatened to be Released from, onto or under any of the properties currently leased or owned by the Company (including soils, groundwater, surface water, buildings or other structures), except in material compliance with Environmental Laws, (iii) no Hazardous Substances were present at or Released or threatened to be Released from, onto or under any of the properties currently owned, formerly owned or leased by the Company or any of its predecessors during the period of such ownership, lease, operation or use, except in material compliance with Environmental Laws, (iv) no storage tanks (underground, above ground or otherwise) are present at any of the properties currently owned or leased, operated or otherwise used by the Company, (v) neither the Company nor any of its predecessors is subject to any liability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (vi) the Company is not subject to any indemnity or other agreement with any Person relating to Hazardous Substances, (vii) there are no circumstances or conditions involving the Company or businesses previously owned, leased, operated or otherwise used by the Company, or to the Knowledge of the Company, any of the Company Assets and the Owned Real Property or businesses of any predecessors of the Company that are likely to result in any Adverse Consequences to the Company arising under or pursuant to Environmental Law or in any restriction on the ownership, use or transfer of any of the Company Assets arising under or pursuant to any Environmental Law, and (viii) Seller has provided to Purchaser (A) copies of all material reports in the custody or control of the Company, including “Phase I,” “Phase II,” “environmental assessment” and similar reports, relating to the ownership environmental condition of the Property Company or the compliance of the Company with Environmental Laws and Seller’s operations on(B) documentation, atif applicable, or relating showing the compliance of the Company with any financial responsibility requirements of any applicable Environmental Laws. Except as described in Section 4.21(a)(ii) of the Disclosure Schedule, to the Property. Without limitation Knowledge of the Company, the Company’s products and inventory, including purchased components, cables, are fully compliant with the Restriction of Hazardous Substances, European Commission Directive 2002/95/EC, including the effect of the Deca polybrominated diphenyl ethers prohibition becoming effective June 30, 2008, (“RoHS”) where required, and to the extent the Company is not compliant with any of the foregoing, Seller the Company has obtained all permitsrecorded appropriate reserves for any inventory impaired as a result of such non-compliance.
(b) As used herein, authorizations, and licenses and caused all notifications to be made as required by all applicable the term “Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining ” shall mean all Laws relating to the presence environment, natural resources, safety or health of humans or other living organisms, including the release manufacture, introduction into commerce, export, import, handling, use, presence, Release or threatened release Release of any Hazardous Material in violation Substance or noise, odor, wetlands, pollution, contamination or any injury or threat of applicable Environmental Laws, any claim arising from, based on, injury to persons or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:property.
Appears in 2 contracts
Sources: Merger Agreement (Optical Cable Corp), Merger Agreement (Preformed Line Products Co)
Environmental. No notice has been served (a) Except as disclosed on Seller or Schedule 4.18(a), the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizationsBusiness is, and licenses and caused for the past three (3) years has been, conducted in compliance in all notifications to be made as required by material respects with all applicable Environmental Laws. To Except as disclosed on Schedule 4.18(a), (i) the knowledge, information and belief Company Group Members hold all material Permits issued under Environmental Laws that are necessary or required for the conduct of the SellerBusiness, and (ii) each of the Property is not contaminated by any Hazardous Material Company Group Members is, and for the past three (as defined below3) years has been, in violation of material compliance with such Permits issued under Environmental Laws, and Seller no Proceeding is pending or, to the Knowledge of Seller, threatened in writing with respect to any alleged failure by any Company Group Member to have any such Permit or not to be in compliance in all material respects therewith.
(b) Except as disclosed on Schedule 4.18(b), (i) there are no Proceedings pending or, to the Knowledge of Seller, threatened in writing against any Company Group Member, alleging material noncompliance with or material liability under any Environmental Law, and (ii) no Company Group Member has received any written notice or demand letter from any Governmental Entity or Third Party, indicating that such Company Group Member is in violation in any material respect of, or subject to any material liability under, any Environmental Law, which violation or liability has not received any noticeheretofore been resolved with such Governmental Entity or Third Party.
(c) Except as disclosed on Schedule 4.18(c), whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release (i) there has been no Release of any Hazardous Material by any Company Group Member or, to the Knowledge of Seller, by any other Person, that would reasonably be expected to give rise to any Company Group Member incurring any material remedial obligation or any material liability under any applicable Environmental Law, (ii) the Company Group Members do not own, lease or operate a site that (A) pursuant to CERCLA or any similar state or foreign Law, has been placed or is proposed to be placed by any Governmental Entity on the “National Priorities List” or similar state or foreign list, as in violation effect as of the Effective Date, or (B) is involved with any voluntary cleanup program sponsored by a Governmental Entity, (iii) no Company Group Member has been identified by any Governmental Entity as a potentially responsible party under CERCLA or any similar state or foreign Law with respect to any site, and no Hazardous Materials generated, transported or disposed of by or on behalf of the Company Group Members have been found at any site where a Person has made written demand on any Company Group Member to conduct or pay for a remedial investigation, removal or other response action pursuant to any applicable Environmental Law.
(d) Notwithstanding anything in this Agreement to the contrary, the representations and warranties set forth in this Section 4.18 are the sole and exclusive representations and warranties of Seller regarding Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Permits issued under Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any , Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Materials.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Ugi Corp /Pa/), Purchase and Sale Agreement (Ugi Corp /Pa/)
Environmental. No notice (a) To the best knowledge of the Company and the Shareholders, the Company has been served on Seller not used, stored, treated, transported, manufactured, handled, produced or the Principals from any entity, governmental body or individual claiming any violation disposed of any lawHazardous Materials on, regulationunder, ordinance or codeat, from, or requiring compliance with in any lawway affecting any of the owned, regulationleased or operated properties or assets described in Schedules 3.9 and 3.11, ordinance or codeotherwise, demanding payment in any manner which violated any applicable Environmental Law.
(b) There have been no Releases by the Company of any Hazardous Material on, under, at, from or contributionin any way affecting any of the owned, for environmental damage leased or injury to natural resources. operated properties or assets described in Schedules 3.9 and 3.11 or otherwise.
(c) To the knowledge, information and belief best knowledge of the SellerCompany and the Shareholders, Seller the Company is in full material compliance with all applicable Environmental Laws Laws, and the Company has not received any communication, written or oral, that alleges that the Company is not in compliance with applicable Environmental Laws.
(as defined belowd) relating The Company does not have any liabilities, assessed or to the ownership best knowledge of the Property Company and Seller’s operations onthe Shareholders, atunassessed, no pending claims have been received by the Company and at present no outstanding citations or relating to notices have been received by the Property. Without limitation Company, which in the case of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required foregoing have been or are imposed by all applicable Environmental Laws. To the knowledge, information and belief reason of the Seller, the Property is not contaminated by or based upon any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject provision of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising fromincluding, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessmentsany such liabilities relating to or arising out of or attributable, Phase II in whole or greater environmental investigation reportsin part, compliance auditsto the manufacture, processing, distribution, use, treatment, storage, disposal, transport, presence or handling of any Hazardous Materials by the Company at any of the Schedule 3.9 property or otherwise.
(e) There are no proceedings by any governmental authority or third party pending regarding pollution or protection of human health or the environment to which the Company is a party, nor are there any decrees, or orders, or other assessmentsadministrative or judicial requirements, reports, inspections conducted for Seller by independent, unrelated third persons and related outstanding under any Environmental Law with respect to the Property Company.
(f) To the best knowledge of the Company and the Shareholders, the real property currently used, owned or Seller’s operations on, atleased by the Company contains no underground storage tanks, or relating to underground piping associated with underground storage tanks.
(g) To the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession best knowledge of the Seller. If Seller Company and the Shareholders, the Company has obtained and is found to not be in material compliance with all permits, licenses and other authorizations and has made all registrations and given all notifications that are required under Environmental Laws, and is in compliance with all terms and conditions of such permits, licenses and other authorizations. No notice to, approval of or authorization or consent from any governmental authority is necessary for the transfer of or modification to any such permit, and the consummation of the transaction contemplated by this Section 7(s) Agreement will not violate, alter, impair or invalidate, in any wayrespect, Buyer shall have any such permit.
(h) To the right to request Seller to cure best knowledge of the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer Company and the parties shall be discharged from Shareholders, except as previously disclosed, there are no environmental reports, audits, investigations or assessments of the Company or any real or personal property or operations which are now or have been previously owned, leased, operated or managed by the Company.
(i) The Company has disclosed to AMRE and Merger Sub all further obligation relevant material facts of which it or liability under this Agreement. For purposes the Shareholders has knowledge regarding potential or actual environmental liabilities of this Agreement:the Company.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Amre Inc), Agreement and Plan of Merger (Amre Inc)
Environmental. No notice (a) The Companies are in compliance in all material respects with all Environmental Laws.
(b) There has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release no material Release of any Hazardous Material by the Companies in violation reportable quantities or amounts in excess of applicable permitted discharge levels at or under the Leased Real Property within the past five years, except in the ordinary course of the Companies’ business in material compliance with Environmental Law.
(c) No Company has within the past five years (i) received written notice under the citizen suit provisions of any Environmental Law; (ii) received any written notice, demand, complaint or claim under any Environmental Law; or (iii) been subject to or, to the Company’s Knowledge, threatened with Proceeding with respect to any Environmental Law.
(d) To the Company’s Knowledge, all material Permits required under any Environmental Law that are necessary for the operation of the Business are currently in effect.
(e) The Companies and each of their predecessors and Affiliates have not treated, stored, handled, manufactured, distributed, transported, Released or disposed of any substance, arranged for or permitted the disposal of any substance, exposed any Person to any substance or condition, or owned or operated the Business or any property or facility of the Companies (and no such property or facility is contaminated by any substance), in each case, so as to give rise to any current or future material liability of the Companies, including any corrective or remedial obligation under any Environmental Laws.
(f) The Companies have not under any Contract assumed or undertaken, provided any indemnification with respect to, or otherwise become subject to, any claim arising fromliability of any other Person under any Environmental Laws.
(g) None of the Companies, based onnor any of their predecessors or Affiliates, have designed, manufactured, sold, marketed, installed, repaired or distributed products or items containing asbestos, in each case, so as to give rise to any current or future material liability of the Companies, and none of the Companies have any liability, contingent or otherwise, with respect to the presence or alleged presence of, or exposure to asbestos in any product or item.
(h) The consummation of the transactions contemplated by this Agreement will not impose or result in any obligations under any Environmental Laws for site investigation or cleanup, or notification to or consent of any Governmental Authorities or third-parties.
(i) The Companies have delivered to Parent all material environmental reports, audits, assessments and any other material environmental, health or safety documents relating to the Companies’, any environmental condition at of their predecessors, any of their current or involving the Propertyformer facilities or operations, or the Business’ compliance with or noncompliance with liability under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent Law that the same are in the Companies’ possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:control.
Appears in 1 contract
Sources: Merger Agreement (Ducommun Inc /De/)
Environmental. Except as expressly identified in the Environmental Report or as set forth on Schedule 2(m) hereto:
(i) The Lessee and the Project comply and have at all times complied in all material respects with all Environmental Requirements applicable to the Project. Subject to the Lessee's right to pursue a Permitted Contest pursuant to Section 27 hereof, the Lessee and the Project shall at all times during the term of this Lease comply in all material respects with all Environmental Requirements applicable to the Project, including, without limitation, the use, maintenance and operation of the Project, and all activities and conduct of business related thereto, including, without limitation, the treatment, remediation, removal, transport, storage or disposal of any Contaminant;
(ii) The Lessee has obtained or has taken appropriate and timely steps, as required by Environmental Requirements, to obtain, and shall obtain and maintain all Environmental Approvals necessary for the construction and operation of the Project, all such Environmental Approvals already obtained are in good standing, and the Lessee and the Project are currently in material compliance and shall remain in material compliance with all terms and conditions of such Environmental Approvals. No notice has been served on Seller material change in the facts or circumstances reported or assumed in the applications for or the Principals from granting of such Environmental Approvals exists. There are no proceedings pending, or threatened, with respect to the Lessee, the Operator or the Project which would jeopardize the validity of or ability of the Lessee to obtain and comply with any entitysuch Environmental Approvals in a timely manner;
(iii) The Lessee has not received any notice that any of the third parties with which the Lessee or the Operator has arranged, governmental body engaged or individual claiming contracted to accept, treat, transport, store, dispose or remove any Contaminant generated or present at the Project, or which otherwise participate or have participated in activities or conduct related to the Project, were not properly permitted at the relevant time to perform the foregoing activities or conduct;
(iv) The Lessee has not received any notice that it or the Project is subject to any investigation, and none of the Lessee, the Operator or the Project is subject to any judicial or administrative proceeding, notice, order, judgment, decree or settlement, alleging or addressing in connection with the Project (A) any violation of any lawEnvironmental Requirements, regulation, ordinance or code(B) any Remedial Action, or requiring compliance with (C) any lawEnvironmental Damages;
(v) No Environmental Lien has attached to any portion of the Project, regulationand the Lessee shall not cause or suffer any action or occurrence that will allow an Environmental Lien to attach to any portion of the Project;
(vi) The Lessee has not received, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the and does not have actual knowledge, information and belief after due inquiry, of any notice, claim or written communication from a Governmental Authority concerning (A) any alleged violation of any Environmental Requirements at the Project, whether or not corrected to the satisfaction of the Sellerappropriate authority, Seller is in full compliance with all applicable (B) any alleged liability of the Lessee for Environmental Laws Damages arising out of or related to the Project, or (as defined belowC) any alleged liability of the Lessee arising out of or related to the Project for the Release or threatened Release of a Contaminant at any location, and there exists no writ, injunction, decree, order or judgment outstanding, nor, to the actual knowledge of the Lessee, after due inquiry, any lawsuit, claim, proceeding, citation, directive, summons or investigation, pending or threatened, relating to the ownership condition, ownership, use, maintenance or operation of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the PropertyProject, or the compliance suspected presence of Contaminants thereon or noncompliance with therefrom, nor, to the Lessee's actual knowledge, after due inquiry, does there exist any basis for such lawsuit, claim, proceeding, citation, directive, summons or investigation being instituted or filed;
(vii) To the actual knowledge of the Lessee, after due inquiry, there has been no Release of any Contaminants which would constitute a violation of any Environmental Laws. There are no underground Requirement with respect to the Project, result in Environmental Damages, or above ground tanks require any Remedial Action under any applicable Environmental Requirements, and the Lessee shall not cause or storage vessels presently suffer any such Release during the term of this Lease;
(viii) The Project is not listed or, to the actual knowledge of the Lessee, proposed for listing on the National Priorities List ("NPL") pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, as amended ("CERCLA"), or formerly used listed on the Comprehensive Environmental Response Compensation Liability Information System List ("CERCLIS") or any similar state list of sites, and the Lessee is not aware of any conditions at the Project which, if known to a Governmental Authority, would qualify the Project for inclusion on any such list;
(ix) Neither the Lessee nor, to the actual knowledge of the Lessee, after due inquiry, any contractor engaged by the Lessee in connection with the Project has transported or arranged for the storage transport of any Hazardous Material present Contaminant from the Project to any facility or site for the purpose of treatment or disposal which (A) is included on the NPL, or, to the actual knowledge of the Lessee, (B) is or was, at the Property. True and correct copies time of all written environmental reportsdisposal, including subject to a Remedial Action requirement (other than routine, anticipated regulatory requirements, including, but not limited to, Phase I environmental site assessmentsclosure and post-closure related corrective action obligations affecting closed solid waste management units at such facility) issued under the federal Resource Conservation and Recovery Act or any state, Phase II local or greater environmental investigation reportsforeign solid or hazardous waste regulatory law, compliance auditsor (C) at the time of the disposal was subject to a governmental enforcement action with respect to alleged violations of any Environmental Requirements, and the Lessee shall exercise reasonable efforts not to suffer or permit any such arrangement for treatment or disposal during the term of this Lease;
(x) Neither the Lessee nor, to the actual knowledge of the Lessee, after due inquiry, any contractor engaged by the Lessee in connection with the Project has engaged in or permitted, nor shall the Lessee engage in or permit, any operations or activities upon, or any use or occupancy of the Project or any portion thereof, for the purpose of or in any way involving the illegal or improper release, discharge, refining or dumping of any Contaminant or the illegal or improper handling, storage, use or disposal of any Contaminant, nor has the Lessee or, to the actual knowledge of the Lessee, after due inquiry, any other Person caused any Contaminant to be deposited, released, stored, disposed, leached or otherwise come to be located on, under, in or about the Premises, nor to the actual knowledge of the Lessee has any Contaminant migrated from the Premises onto or underneath other properties which would require any Remedial Action under any applicable Environmental Requirements or give rise to any Environmental Damages;
(xi) To the actual knowledge of the Lessee, after due inquiry, there is not constructed, placed, deposited, stored, disposed nor located on the Project any asbestos in any form which has become or threatens to become friable. The Lessee shall not cause, suffer or permit the use of any asbestos-containing material in connection with the management or operation of the Project during the term of this Lease;
(xii) To the actual knowledge of the Lessee, after due inquiry, there is not constructed, placed, deposited, released, stored, disposed, leached nor located on the Project any polychlorinated biphenyls ("PCBs") or transformers, capacitors, ballasts, or other assessmentsequipment which contain dielectric fluid containing PCBs. The Lessee shall not suffer, reportscause or permit the use of any article or material containing PCB's at or on the Project during the term of this Lease;
(xiii) The Lessee has no liability, inspections conducted and has neither received nor is otherwise aware of any notice, claim or other communication alleging liability on the part of the Lessee, for Seller by independentthe violation of any Environmental Requirements, unrelated third persons and related to the Property or Seller’s operations on, atfor Environmental Damages, or relating to for the Property have been made available to Buyer for copying and/or inspection to Release or threatened Release of any Contaminant in connection with the extent that Project; and
(xiv) None of the same are matters identified in the possession of Environmental Report, individually or in the Seller. If Seller is found aggregate, could reasonably be expected to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:a Material Adverse Effect.
Appears in 1 contract
Environmental. No notice Except for any events, matters or occurrences contrary to the following representations that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect,
(a) except as set forth on Schedule 3.13(a), each of Seller (to the extent related to the Business or the Transmission Assets) and ITC is, and during the term of all applicable statutes of limitation has been served on been, in compliance with applicable Environmental Law; provided that no representation is made with respect to Seller’s compliance with applicable Environmental Law to the extent not related to the Business or the Transmission Assets;
(b) ITC (or Seller or one of its Affiliates) has all permits, licenses, approvals, and authorizations, and has filed all reports, registrations, applications and notices (“Environmental Authorizations”), required under Environmental Law for the Principals operation of the Business, is in compliance with the Environmental Authorizations, and has received no notice that any Environmental Authorization is subject to termination, modification or revocation;
(c) except as set forth on Schedule 3.13(c), neither Seller nor ITC has received any notice from any entityperson or entity regarding any actual or alleged Environmental Claims against, governmental body or individual claiming any violation of any lawEnvironmental Law by, regulation, ordinance ITC or codeagainst or by any other person or entity with respect to the Real Property or Easements, or requiring compliance with alleging that ITC has liability under any lawEnvironmental Law for any disposal or release of Hazardous Materials at any location;
(d) except as set forth on Schedule 3.13(d), regulationneither Seller nor ITC nor any other person or entity has disposed of, ordinance released, or code, demanding payment or contribution, arranged for environmental damage or injury to natural resources. To the knowledge, information and belief disposal of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations any Hazardous Materials on, at, under or relating to the Property. Without limitation of from any of the foregoingReal Property or Easements, Seller has obtained all permitsand, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief Knowledge of the Seller, the Property is not contaminated by any Hazardous Material no other person or entity has done so;
(as defined belowe) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There there are no underground storage tanks owned, leased, used, operated or above ground tanks maintained by Seller or storage vessels presently ITC (or formerly used any of their Affiliates) or, to the Knowledge of Seller, otherwise located at any Real Property or on any of the Easements;
(f) neither Seller nor ITC is a party to any contract or agreement pursuant to which ITC assumes any liability for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II Environmental Claim (asserted or greater environmental investigation reports, compliance auditsunasserted) against any other person or entity, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and assumes any liability with respect to any Environmental Claim (asserted or unasserted) related to the Real Property or Seller’s operations on, atEasements, or relating indemnifies any person or entity with respect to any Environmental Claim (asserted or unasserted) related to real property or interests therein not owned by ITC (other than, with respect to unasserted Environmental Claims, under general indemnification obligations of Seller or ITC that do not expressly address or relate to any Environmental Law, Hazardous Materials or environmental condition); and
(g) there are no polychlorinated biphenyls or asbestos-containing materials owned, leased, used, operated or maintained by Seller or ITC (or any of their Affiliates) or, to the Knowledge of Seller, otherwise located at any Real Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession or on any of the Seller. If Seller is found to not be in compliance with this Section 7(s) Easements that could result in any way, Buyer shall have the right liability to request Seller ITC or Purchaser under any Environmental Law or otherwise give rise to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement any Environmental Claim affecting ITC or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Purchaser.
Appears in 1 contract
Environmental. No notice (a) The Company has been served on Seller or the Principals from any entity, governmental body or individual claiming not committed any violation of any lawEnvironmental Law and the Company, regulationand the present conditions and activities of and on, ordinance and use of, the Assets and Properties of the Company, are in compliance in all material respects with all Environmental Laws;
(b) the Company has not been given notice of or codebeen charged with any violation of any Environmental Law;
(c) the Company is not subject to any Liability under any Environmental Law arising out of operations by the Company prior to Closing;
(d) no investigation or review of the Company by any Governmental Authority in connection with any Environmental Law is pending or, to the knowledge of Sellers or the Company, threatened and no Governmental Authority has indicated to the Company or Sellers an intention to conduct the same;
(e) none of the Assets and Properties presently or heretofore owned or controlled by the Company or has been used (i) as a landfill, or requiring for waste disposal activities or operations, (ii) as a site for the generation, storage, treatment, processing, recycling or disposal of any Hazardous Material except in compliance with Environmental Laws or (iii) for any law, regulation, ordinance other use that would or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information could (excluding Hazardous Materials existing on such Assets and belief of the Seller, Seller is Properties in full compliance in all material respects with all applicable Environmental Laws (as defined belowLaws) relating give rise to the ownership Release of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any Hazardous Material on any of the foregoingAssets and Properties presently or heretofore owned or controlled by the Company, Seller has obtained all permitsor on any off-site properties;
(f) there is no Hazardous Material or storage tank (whether underground or above ground, authorizationsclosed or otherwise), and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief sump or well currently on any of the Seller, Assets and Properties presently or heretofore owned or controlled by the Property is not contaminated by any Hazardous Material Company;
(as defined belowg) in violation of such Environmental Laws, and Seller the Company has not received any notice, whether written notice or oral, from has any person that Seller or the Property is the subject knowledge of any investigation or proceeding pertaining Environmental Claims, Liabilities and Losses with respect to the presence Company regarding any Assets and Properties presently or heretofore owned or controlled by the Company, or any adjacent property;
(h) neither the Company nor any tenant or subtenant of the Company either is or has been required to obtain any Governmental Approval to construct, occupy, operate, use or conduct any activity currently ongoing on any of the release or threatened release Assets and Properties of the Company by reason of any Hazardous Material in violation Environmental Law; and
(i) none of applicable Environmental Laws, any claim arising from, based the Assets and Properties presently or heretofore owned or controlled by the Company is currently on or has ever been on, or relating to any environmental condition at is or involving the Propertyhas ever been proposed for listing on or investigation under, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Law.
Appears in 1 contract
Environmental. No notice has been served on Seller or Except as disclosed in the Principals from Questionnaires:
(1) None of the Premises nor any entity, governmental body or individual claiming any of the Borrower Parties are in violation of any law, regulation, ordinance or codeof, or requiring compliance with subject to, any lawpending or, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the Borrower's actual knowledge, information threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, and belief this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to any of the SellerPremises;
(2) All permits, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating licenses or similar authorizations required to the ownership of the Property construct, occupy, operate or use any buildings, improvements, fixtures and Seller’s operations on, at, or relating to the Property. Without limitation equipment forming a part of any of the foregoingPremises by reason of any Environmental Laws have been obtained;
(3) No Hazardous Materials have been used, Seller has obtained all permitshandled, authorizationsmanufactured, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledgegenerated, information and belief produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the SellerPremises, except in Permitted Amounts;
(4) None of the Property Premises contain Hazardous Materials, except in Permitted Amounts;
(5) There is not contaminated by no threat of any Hazardous Material Release migrating to any of the Premises in excess of Permitted Amounts;
(as defined below6) in violation of such There is no past or present non-compliance with Environmental Laws, and Seller or with permits issued pursuant thereto, in connection with any of the Premises;
(7) None of the Borrower Parties has not received any notice, whether written or oral, oral notice or other communication from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, entity (including but not limited toto a Governmental Authority) relating to Hazardous Materials or Remediation thereof in excess of Permitted Amounts, Phase I of possible liability of any person or entity pursuant to any Environmental Law, other environmental site assessments, Phase II or greater environmental investigation reports, compliance auditsconditions in connection with any of the Premises, or other assessmentsany actual or potential administrative or judicial proceedings in connection with any of the foregoing;
(8) All information known to any of the Borrower Parties or contained in the files of any of the Borrower Parties relating to any Environmental Condition or Releases of Hazardous Materials in, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, atunder or from any of the Premises, other than in Permitted Amounts, has been provided to Lender, including, without limitation, information relating to all prior Remediation;
(9) All of the Premises have been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"); and none of the Borrower Parties has allowed any tenant or other user of any of the Premises to do any act that materially increased the dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (whether on or off any of the Premises), impaired the value of any of the Premises in any material respect, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or relating violated any covenant, condition, agreement or easement applicable to any of the Property Premises; and
(10) The information and disclosures in the Questionnaires are true, correct and complete in all material respects, and the person or persons executing the Questionnaires were duly authorized to do so. Lender has charged Borrower a fee for the Environmental Policies. Borrower acknowledges that the Environmental Policies are for the sole protection of Lender and will not protect Borrower or provide Borrower with any coverage thereunder. Borrower acknowledges and agrees that Environmental Insurer may rely on the environmental representations and warranties set forth in this subsection K, that Environmental Insurer is an intended third-party beneficiary of such representations and warranties and that Environmental Insurer shall have been made all rights and remedies available to Buyer for copying and/or inspection at law or in equity as a result of a breach of such representations and warranties, including, to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any wayapplicable, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:subrogation.
Appears in 1 contract
Sources: Loan Agreement (Tumbleweed Inc)
Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief In respect of the Sellerproperties which a member of the Madison Group operates and, Seller to the knowledge of Madison, in respect of (A) current properties for which a member of the Madison Group is in full compliance with all applicable Environmental Laws not the operator, (as defined belowB) former properties which a member of the Madison Group has operated to the extent the Madison Group may be liable for obligations relating to the ownership such former properties, and (C) former properties for which a member of the Property and Seller’s operations on, at, or Madison Group was not the operator to the extent the Madison Group may be liable for obligations relating to the Property. Without limitation of any of the foregoingsuch former properties, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection except to the extent that the same are any violation or other matter referred to in the possession this Section 4.2(z) does not, and would not reasonably be expected to, have a Material Adverse Effect on Madison:
(i) no member of the Seller. If Seller Madison Group is found to not be or has been in violation of any applicable Environmental Laws;
(ii) each member of the Madison Group has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all Hazardous Substances in compliance with this Section 7(sEnvironmental Laws;
(iii) there have been no spills, releases, deposits or discharges of Hazardous Substances, or wastes into the earth, subsoil, underground waters, air or into any body of water or any municipal or other sewer or drain water systems, or on or underneath any location which is or was currently or formerly owned, leased, sub-leased, licenced to, farmed-out to or otherwise operated by a member of the Madison Group, that have not been remediated in accordance with all Applicable Laws;
(iv) no orders, directions or notices have been issued and remain outstanding pursuant to any wayEnvironmental Laws relating to the business or assets of a member of the Madison Group of which such member has notice;
(v) there has been no failure to report to the proper Governmental Authority the occurrence of any event which is required to be so reported by any Environmental Law;
(vi) each member of the Madison Group holds all Environmental Approvals required in connection with the operation of its business and the ownership and use of such assets, Buyer shall have the right to request Seller to cure the same all Environmental Approvals are in like manner as provided in Section 9 belowfull force and effect, and if no member of the same Madison Group has received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are not timely curedrequired to be made by it as a condition of continued compliance with any Environmental Laws or Environmental Approvals, Buyer shall have or that any Environmental Approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no pending or, to the right knowledge of Madison, threatened claims, liens or Encumbrances (other than Permitted Encumbrances) resulting from Environmental Laws with respect to rescind this Agreement any of the properties of a member of the Madison Group currently or waive such defectformerly owned, which defects may only be waived in writing. In leased, operated or otherwise used; and
(viii) no member of the event Buyer elects Madison Group has assumed or retained by contract or operation of law any losses, expenses, claims, damages or liabilities of any third-party pursuant to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:applicable Environmental Laws.
Appears in 1 contract
Sources: Arrangement Agreement
Environmental. No notice Except as disclosed in the Argonaut Disclosure Letter:
(i) each of the Argonaut Entities is and, for the past five (5) years, has been served on Seller in material compliance with, and is not in violation of, any material Environmental Laws;
(ii) each of the Argonaut Entities has operated its business at all times and has generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without material violation of Environmental Laws;
(iii) to the knowledge of Argonaut, there have been no spills, releases, deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into or in the earth, air or any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Argonaut or the Principals Argonaut Subsidiaries or at, to or from Argonaut or the Argonaut Subsidiaries’ assets or operations, which could reasonably be expected to result in material Liability under any entityEnvironmental Law;
(iv) no material orders, governmental body notifications, directives, demands, Claims, instructions, directions or individual claiming notices have been issued and remain outstanding by any violation of Governmental Entity or other Person pursuant to any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership business or assets of Argonaut or the Argonaut Subsidiaries;
(v) each of the Property and Seller’s operations on, at, or relating Argonaut Entities has not failed to report to the Property. Without limitation proper Governmental Entity the occurrence of any material event which is required to be so reported by any Environmental Laws;
(vi) each of the foregoingArgonaut Entities holds all material Environmental Approvals required under any Environmental Laws in connection with the operation of its business and the ownership and use including rehabilitation of its assets, Seller has obtained all permits, authorizationssuch Environmental Approvals are in full force and effect, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief each of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller Argonaut Entities has not received any notice, whether written or oral, notification from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating Governmental Entity pursuant to any environmental Environmental Laws that any material work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition at or involving the Property, or the of continued compliance or noncompliance with any Environmental Laws. There , or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to any material limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no underground changes in the status, terms or above ground tanks or storage vessels presently or formerly used for the storage conditions of any Hazardous Material present at Environmental Approvals held by Argonaut or the Property. True Argonaut Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and correct copies operations of Argonaut or the Argonaut Subsidiaries following the Effective Date;
(viii) Argonaut has made available to Alamos all written environmental reportsmaterial audits, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance auditsstudies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters, as well as providing to Alamos a map and any other relevant documents relating to historical operations or other assessmentsactions undertaken on properties prior to their ownership, reportslease or use by Argonaut or any of the Argonaut Subsidiaries, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same such information or documents are in the possession or control of Argonaut or the Argonaut Subsidiaries; and
(ix) to the knowledge of Argonaut, each of the Seller. If Seller Argonaut Entities is found not subject to not any past or present fact, condition or circumstance (including any threatened Claim) that could reasonably be expected to result in compliance with this Section 7(s) in material Liability under any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Environmental Laws.
Appears in 1 contract
Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief (a) Except as set forth in Section 3.12(a) of the SellerSeller Disclosure Schedule and except as would not have a Material Adverse Effect with respect to the Transamerica Assets with respect to occurrences prior to the Transamerica Closing Date, (i) Seller is in full material compliance with all applicable Environmental Laws (as defined belowof the date hereof and as of the Closing Date) relating with respect to the ownership Intermodal Assets, which compliance includes the possession by the Seller or its Subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws to operate the Property Intermodal Assets and Seller’s operations oncompliance with the terms and conditions thereof, atand (ii) within the past three years (or, or relating with respect to the Property. Without limitation any particular Intermodal Asset, such shorter period of any of the foregoing, time as Seller has obtained all permitsowned or operated such Intermodal Asset), authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any written communication from a Governmental Authority or other Person that alleges that the Seller is not in such compliance or that Seller is a potentially liable party under Environmental Laws for cleanup.
(b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedule, within the past three years (or, with respect to any particular Intermodal Asset, such shorter period of time as Seller has owned or operated such Intermodal Asset) no notice, whether written demand, request for information, citation, claim, action, proceeding, summons or oral, from complaint has been received by any person that of Seller or any of its Subsidiaries, and no penalty has been assessed or, to Seller's Knowledge, threatened against Seller or any of its Subsidiaries by any Governmental Authority with respect to any alleged failure by Seller or any of its Subsidiaries to have any Permit required under any Environmental Law in connection with the Property is ownership or operation of the subject Intermodal Assets.
(c) Except as set forth in Section 3.12(c) of any investigation the Seller Disclosure Schedule, to Seller's Knowledge, there are no administrative or proceeding pertaining judicial judgments, orders or decrees that relate to violations of or potential liability under Environmental Law with respect to the presence of Intermodal Assets or the release Chicago and Atlanta real properties described in Section 3.12(e) of the Seller Disclosure Schedule.
(d) Except as set forth in Section 3.12(d) of the Seller Disclosure Schedule and except as would not have a Material Adverse Effect with respect to the Transamerica Assets as of the Transamerica Closing Date, to Seller's Knowledge, Seller is not engaged in any activity in connection with the ownership or threatened release operation of the Intermodal Assets that would violate any Hazardous Environmental Law.
(e) To the Knowledge of Seller and except as would not have a Material in violation Adverse Effect with respect to the Transamerica Assets as of applicable Environmental Lawsthe Transamerica Closing Date, any claim arising fromno facts, based on, circumstances or relating conditions exist with respect to any environmental condition at or involving the Property, Acquired Assets or the Chicago and Atlanta real properties described in Section 3.12(e) of the Seller Disclosure Schedule that could reasonably be expected to result in Seller and Designated Subsidiary not being in compliance with or noncompliance having to make capital expenditures to maintain compliance with any Environmental Laws. There are no underground Laws or above ground tanks Environmental Permits or storage vessels presently or formerly used incurring liability for the storage of any Hazardous Material present at the Property. True and correct cleanup.
(f) Seller has provided Purchaser with copies of all written environmental reportsenvironmental, including but not limited to, Phase I environmental site health or safety assessments, Phase II or greater environmental investigation reports, compliance audits, studies, inspections, analyses, results of investigations or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related reports that have been performed in the past three years with respect to the Property Intermodal Assets or Seller’s operations onthe Chicago and Atlanta real properties described in Section 3.12(e) of the Seller Disclosure Schedule, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent and that the same are in the possession possession, custody or control of Seller.
(g) Notwithstanding anything to the Seller. If Seller is found to not be contrary in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded representations and warranties set forth in this Section 3.12 are the sole and exclusive representations and warranties of the Seller in this Agreement relating to Buyer Environmental Laws and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:other environmental matters.
Appears in 1 contract
Environmental. No notice has been served Except (i) as set forth in Schedule 5.18, (ii) as may be reflected in the environmental assessment reports listed on Seller Schedule 5.18 or obtained by Gray and Merger Corp. as the Principals from any entity, governmental body or individual claiming any violation result of any law, regulation, ordinance or codethe environmental due diligenc▇ ▇▇nducted by Gray and Merger Corp. and/or (iii) as would not otherwise have, or requiring compliance be ▇▇▇sonably expected to result in, a Material Adverse Effect:
(a) There are no existing violations of (i) any Environmental Law, or (ii) any Order related to environmental matters, with any lawrespect to the ownership, regulationuse, ordinance condition or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief operation of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Real Property and Seller’s operations on, at, or relating to the Property. Without limitation any other asset of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental LawsSHC Companies. To the knowledge, information and belief None of the SellerSHC Companies has used any assets or premises of any of the SHC Companies or any part thereof for the handling, treatment, storage, or disposal of any Hazardous Substances.
(b) No Release of any Hazardous Substances has occurred or is occurring at any assets owned, leased, operated or managed, directly or indirectly, by any of the Property is not SHC Companies or any part thereof while such assets were owned, leased, operated or managed, directly or indirectly, by any of the SHC Companies.
(c) To SHC's Knowledge, no soil or water in or under any assets owned, leased, operated or managed, directly or indirectly, by any of the SHC Companies has been contaminated by any Hazardous Material Substance while such assets were owned, leased, operated or managed, directly or indirectly, by any of the SHC Companies.
(as defined belowd) All waste containing any Hazardous Substances generated, used, handled, stored, treated or disposed of (directly or indirectly) by any of the SHC Companies has been released or disposed of in violation of such substantial compliance with all Environmental Laws.
(e) To SHC's Knowledge, no underground tanks or other underground storage facilities presently located at any Real Property owned, leased, operated or managed by any of the SHC Companies are causing a Release.
(f) The SHC Companies have complied in all material respects with all applicable reporting requirements under all Environmental Laws concerning the Release of Hazardous Substances and none of the SHC Companies has made any such reports concerning any Real Property of any of the SHC Companies or concerning the operations or activities of any of the SHC Companies.
(g) No building or other Improvement or any Real Property owned, leased, operated or managed, directly or indirectly, by any of the SHC Companies contains any friable asbestos-containing materials.
(h) Schedule 5.18 contains a list which is correct and complete of all environmental site assessments and other studies relating to the investigation of the possibility of the presence or existence of any environmental matter with respect to the SHC Companies, or their respective businesses, any assets owned, leased, operated or managed, directly or indirectly, by any of the SHC Companies, and Seller SHC has not received any noticepreviously delivered or made available to Gray and Merger Corp. a correct and complete copy of each such assess▇▇▇▇ and study, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used except for the storage of any Hazardous Material present at the Property. True assessment and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and study related to the Property or Seller’s operations onstudio and office located in Dothan, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Alabama.
Appears in 1 contract
Sources: Merger Agreement (Gray Communications Systems Inc /Ga/)
Environmental. No notice has been served (a) Except as set forth on Seller or Schedule 5.16(a), the Principals from any entityCompany and its Subsidiaries comply, governmental body or individual claiming any violation of any lawand the Company, regulationits Subsidiaries and their respective predecessors at all times during their existence have complied, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below).
(b) relating There is not now pending or, to the ownership knowledge of the Property and Seller’s operations onCompany or any of its Subsidiaries, atthreatened, any action, claim, proceeding or investigation, nor has the Company, its Subsidiaries, or relating to any of their respective predecessors received any notice, claim, demand letter or request for information at any time, alleging that the Property. Without limitation Company, any of its Subsidiaries, or any of their respective predecessors may be or is in violation of, or liable under, any Environmental Law, nor does there exist any basis for any such action, claim, proceeding or investigation.
(c) Except as disclosed on Schedule 5.16(c), there are no Hazardous Substances (as defined below) located on any of the foregoingproperties currently or formerly owned or operated by the Company, Seller has obtained all permitsany of its Subsidiaries or any of their respective predecessors (including soil, authorizationsgroundwater and surface features and buildings and structures thereon) (the “Properties”), and licenses none of the Properties contains, or has contained, any underground improvements, including, but not limited to, treatment or storage tanks, sumps, water, gas or oil ▇▇▇▇▇, or associated piping.
(d) The Company and caused all notifications to be made its Subsidiaries do not have any contingent liability in connection with a Release (as required by all applicable Environmental Laws. defined below) or threatened Release of any Hazardous Substance at any location.
(e) To the knowledge, information and belief knowledge of the SellerCompany and its Subsidiaries, the Property is not contaminated by any Hazardous Material there are no present or past Environmental Conditions (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and way related to the Company, any of its Subsidiaries, or any of their respective predecessors that have, or may have, individually or in the aggregate, a material adverse effect with respect to any Property or Seller’s operations onthe business or condition of the Company and its Subsidiaries, attaken as a whole.
(f) As used herein, “Environmental Law” means any federal, state, local or foreign law, regulation, order, decree, judgment, opinion, common law or binding equitable principle or agency requirement relating to pollution, contamination, wastes, hazardous material or the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession protection of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any wayenvironment, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement human health or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:safety.
Appears in 1 contract
Environmental. No notice has been served on Seller (a) The Companies have disclosed and made available to Lineage true and correct copies of (i) all “Phase I” environmental site assessment reports in the possession or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief control of the Seller, Seller is Companies with respect to the Leased Real Property and (ii) all material records and correspondence in full compliance with all applicable Environmental Laws (as defined below) the possession or control of the Companies relating to Environmental Matters with respect to the ownership Leased Real Property, and/or the business of the Property Companies and Seller’s operations onprepared for, atreceived from or submitted to applicable Governmental Authorities.
(b) Except as set forth in Schedule 7.18(b), none of the Companies have received written notice within the last five (5) years alleging that it (i) is or relating might be potentially responsible for any presence or material Release with respect to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Leased Real Property, or the business of such Company, (ii) has generated, transported or disposed of any Hazardous Substance that has been found at any site at which any Person has conducted a remedial investigation, removal or other response action pursuant to any Environmental Law, or (iii) is or might be potentially responsible for any material costs arising under, or is or has been in violation in any material respect of, Environmental Laws.
(c) Schedule 7.18(c) sets forth a list of all material Environmental Permits held by the Companies, each of which is in full force and effect. Such material Environmental Permits constitute all the licenses and permits required under the Environmental Laws in connection with the conduct of the Business as presently conducted.
(d) To the Companies’ knowledge, none of the Companies are now, nor have been at any time during the past five (5) years, in any material non-compliance with Environmental Laws or noncompliance Environmental Permits.
(e) None of the Companies (i) have entered into or agreed to any court decree or order, (ii) are not subject to any judgment relating to compliance with any Environmental Law or to investigation or cleanup of Hazardous Substances under any Environmental Law, or (iii) have not received any claims or written notices or entered into any negotiations or agreements raising any other environmental liability or obligation under Environmental Laws. There are .
(f) To the Companies’ knowledge, (i) no underground or above ground tanks or storage vessels presently or formerly portion of the Leased Real Property has been used for the storage handling, manufacturing, processing, storage, use, treatment, generation or disposal of any Hazardous Material present at the Property. True Substances; and correct copies (ii) there have been no releases or threatened releases of all written environmental reportsHazardous Substances on, including but not limited toupon, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance auditsinto, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in from any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Leased Real Property.
Appears in 1 contract
Sources: Merger Agreement
Environmental. No notice In respect of Company and each of its Subsidiaries (including any of their respective predecessor entities):
(a) is currently and has been served on Seller in material compliance with all Environmental Laws;
(b) is currently and has operated its business at all times and, to the extent applicable, has received, handled, used, stored, treated, shipped and disposed of all Hazardous Substances, without violation and in material compliance with Environmental Laws in all respects;
(c) to the knowledge of Company, there are no Hazardous Substances located on, in or under or migration from or onto any of the Real Property and no Release of any Hazardous Substances has occurred on, in or from the Real Property from operation of the business of Company and its Subsidiaries or the Principals from any entity, governmental body or individual claiming any violation conduct of the activities related to the business of Company and its Subsidiaries thereon;
(d) is not the subject of any laworders, regulationdirections or notices that have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of Company or any of its Subsidiaries nor in relation to any Real Property historically or currently, ordinance owned, leased, licensed, used or codeoperated;
(e) has not failed to report to the applicable Governmental Entities the occurrence of any event relating to the business or assets of Company or any of its Subsidiaries which is required to be so reported by any Environmental Laws nor in relation to any Real Property historically or currently, owned, leased, licensed, used or requiring operated;
(f) holds all material Environmental Permits required under any Environmental Laws in connection with the development of its assets, all such Environmental Permits are in full force and effect, and each of Company and each of its Subsidiaries has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any lawEnvironmental Laws, regulationor any Environmental Permit issued pursuant thereto, ordinance or codethat any Environmental Permit referred to above is about to be reviewed, demanding payment made subject to limitation or contributionconditions, for environmental damage revoked, withdrawn or injury terminated;
(g) to natural resources. To the knowledgeknowledge of Company, information and belief there have been no Releases of the Seller, Seller is in full compliance with all applicable Hazardous Substances contrary to Environmental Laws (into the earth, air or into any body of water or any municipal or other sewer or drain water systems that have not been remedied, except as defined below) relating otherwise set out in Disclosure Letter and there is no basis whether in law or in equity, upon which Company or its Subsidiaries, either on behalf of itself or the landlord, could reasonably be expected to become responsible for any clean-up or corrective action pursuant to Environmental Laws with respect to the ownership Real Property historically or currently, owned, leased, licensed, used or operated and/or the buildings, structures, additions or improvements thereon;
(h) Company has made available to Purchaser copies of any and all material environmental audits, site assessments and studies (including drafts thereof) concerning or with respect to the Property Real Property, or that are in any way related to the business, whether lawful or otherwise, of Company and Seller’s operations its Subsidiaries, the Real Property, the landlord, that it has ever conducted or that are in its possession or control;
(i) to the knowledge of Company, there are no underground or above-ground storage tanks or facilities of any nature or kind whatsoever, whether active or abandoned, or any associated piping or appurtenances (whether active or abandoned), or Hazardous Substances or materials located on, at, in or relating to under the Property. Without limitation surface of any of the foregoingReal Properties or other assets or Real Property historically or currently, Seller owned, leased, licensed, used or operated thereon except as disclosed in the Disclosure Letter; and
(j) has obtained all permitsnot received any notice of, authorizationsor been prosecuted for, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledgefined or otherwise sentenced for an offence alleging, information and belief of the Sellerbreach of, the Property is not contaminated by violation or material non-compliance with any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received not, settled any notice, whether written or oral, from any person that Seller or the Property is the subject allegation of any investigation or proceeding pertaining to the presence material non-compliance short of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:prosecution.
Appears in 1 contract
Sources: Arrangement Agreement (HEXO Corp.)
Environmental. No notice (i) It has conducted, and is conducting, its business in compliance in all material respects with Environmental Laws;
(ii) To its knowledge, none of the properties owned or leased by it has been served on Seller used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all material respects with all Environmental Laws;
(iii) It has not caused or permitted the Principals release of any Hazardous Substances at, in, on, under or from any entity, governmental body property owned or individual claiming any violation of any law, regulation, ordinance or code, or requiring leased by it except in compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance all material respects with all applicable Environmental Laws Laws;
(as defined belowiv) relating to the ownership of the Property and Seller’s operations onAll Hazardous Substances handled, atrecycled, disposed of, treated or relating to the Property. Without limitation stored on or off-site of any of the foregoingproperties owned or leased by it have been handled, Seller has obtained recycled, disposed of, treated and stored in material compliance with all permitsEnvironmental Laws and, authorizationsto its knowledge, and licenses and caused there are no Hazardous Substances at, in, on, under or migrating from any of the aforementioned properties except in material compliance with all notifications to be made as required by all applicable Environmental Laws. To ;
(v) It is in possession of all required environmental approvals (all of which are being complied with in all material respects) required to own, lease, operate, develop and exploit the properties (as and when acquired) and conduct its business as it is now being conducted;
(vi) No environmental, reclamation or abandonment obligation or work orders or other liabilities presently exist with respect to any portion of the properties owned or leased by it and, to its knowledge, information and belief there is no basis for any such obligations or liabilities to arise in the future as a result of the Seller, the Property is not contaminated any activity on any of these properties owned or leased by any Hazardous Material it; and
(as defined belowvii) in violation of such Environmental Laws, and Seller It has not received from any Person or Governmental Authority any notice, whether written formal or oralinformal, from any person that Seller or the Property is the subject of any investigation proceeding, action or proceeding pertaining to the presence of other claim, liability or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim potential liability arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related Law that is pending which would be likely to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) result in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement material action being taken by any Governmental Authority or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:any other Person;
Appears in 1 contract
Sources: Note Purchase Agreement (Clever Leaves Holdings Inc.)
Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring (a) The Company is in material compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Sellerwhich compliance includes, but is not limited to, the Property is not contaminated possession by any Hazardous Material (as defined below) in violation the Company of such all permits and other governmental authorizations required under applicable Environmental Laws, and Seller is in material compliance to its knowledge with the terms and conditions thereof. The Company has not received any noticewritten communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company is not in such material compliance, and, to the Company's knowledge, there are no circumstances that may prevent or interfere with such material compliance in the future.
(b) Except as set forth on Section 3.6(b) of the Disclosure Schedules, there is no Environmental Claim pending or to the Company's knowledge threatened against the Company or, against any Person or entity whose liability for any Environmental Claim the Company has retained or assumed contractually.
(c) Except as set forth on Section 3.6(c) of the Disclosure Schedules, to the Company's knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that could reasonably form the basis of any material Environmental Claim against the Company or, to the Company's knowledge, against any Person or entity whose liability for any Environmental Claim the Company has retained or assumed contractually.
(d) To the knowledge of the Company, (i) all on or off-site locations at or to which the Company has stored (other than storage, in compliance with applicable requirements, of commercial cleaning products or other products regularly used in the normal course of its business which contain Materials of Environmental Concern below applicable regulatory thresholds), disposed or to which it has arranged for the disposal of Materials of Environmental Concern, are identified in Section 3.6(d) of the Disclosure Schedules, (ii) all underground storage tanks for Materials of Environmental Concern, and the capacity and contents of such tanks, located on property owned or leased by the Company, as identified in Sections 3.18(a) and 3.18(b) of the Disclosure Schedules, are identified in Section 3.6(d) of the Disclosure Schedules, (iii) except as set forth in Section 3.6(d) of the Disclosure Schedules, there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by the Company as identified in Sections 3.18(a) and 3.18(b) of the Disclosure Schedules, and (iv) except as set forth in Section 3.6(d) of the Disclosure Schedules, no polychlorinated biphenyls (PCBs) or PCB-containing items are used or stored at any property owned or leased by the Company as identified in Sections 3.18(a) and 3.18(b) of the Disclosure Schedules.
(e) The Company has provided to Parent and Merger Sub all written assessments, reports, data, results of investigations or oralaudits, from any person and other information that Seller are in the possession of, or to the Company's knowledge are reasonably available to, the Company regarding environmental matters pertaining to or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving of the Propertybusiness of the Company, or the material compliance (or noncompliance noncompliance) by the Company with any Environmental Laws. There are no underground .
(f) To the knowledge of the Company, the Company is not required by virtue of the Merger transactions contemplated hereby, or above ground tanks or storage vessels presently or formerly used for as a condition to the storage effectiveness of any Hazardous Material present at the Property. True and correct copies transactions contemplated hereby, (i) to perform a site assessment for Materials of all written Environmental Concern, (ii) to remove or remediate Materials of Environmental Concern, (iii) to give notice to or receive approval from any governmental authority pertaining to environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance auditsmatters, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related (iv) to the Property record or Seller’s operations on, at, deliver to any Person or relating entity any disclosure document or statement pertaining to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:environmental matters.
Appears in 1 contract
Environmental. No notice Except as set forth in Section 4.20 of the Company Disclosure Schedules and as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been served on Seller or received by any of the Principals from any entityDebtors, governmental body or individual claiming any and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any lawEnvironmental Laws (including with respect to exposure to Hazardous Materials), regulation, ordinance or code, or requiring compliance with in each case relating to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the SellerDebtors, Seller is (b) each Debtor has received (including timely application for renewal of the same), and maintained in full compliance force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since the Lookback Date, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (as defined belowc) relating none of Debtors are subject to any Order applicable to it or with respect to its assets arising under Environmental Law, (d) to the ownership Knowledge of the Property and Seller’s operations onCompany, no Hazardous Material is located at, on or relating under any property currently or formerly owned, operated or leased by any of the Debtors that has given rise or would reasonably be expected to the Property. Without limitation give rise to any cost, liability or obligation of any of the foregoingDebtors under any Environmental Laws, Seller (e) no Hazardous Material has obtained all permitsbeen Released, authorizationsgenerated, owned, treated, stored, transported, or handled by any of the Debtors, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief none of the Seller, Debtors has arranged for or permitted the Property is not contaminated by any disposal of Hazardous Material (as defined below) at any location in violation a manner that has given rise or would reasonably be expected to give rise to any cost, liability or obligation of such any of the Debtors under any Environmental Laws, and Seller has not received (f) none of Debtors has, either expressly or by operation of Law, assumed any notice, whether written liabilities or oral, from any person that Seller or the Property is the subject obligations of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim other Person arising from, based on, under or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent Laws that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:remains unresolved.
Appears in 1 contract
Sources: Backstop Commitment Agreement (Avaya Holdings Corp.)
Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information i. The Companies comply and belief of the Seller, Seller is in full compliance have at all times complied with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental LawsLicences.
ii. There are no underground circumstances entitling any Environmental Licence to be revoked, suspended, amended, varied, withdrawn or above ground tanks not renewed or storage vessels presently which would prevent compliance with any Environmental Licence.
iii. The Companies are not and are not likely to be required by an Environmental Licence or formerly used for any Environmental Law or as the storage result of any Hazardous Material present Environmental Claim to incur any expenditure or to desist from taking any action which might have a material adverse effect on either of the Companies' financial condition.
iv. No Environmental Claim has been made or threatened or is likely to be made or threatened against either of the Companies or any of their directors, secretaries or senior employees or any occupier of the property leased, occupied or controlled by either of the Companies (the "Property") and so far as the Seller is aware neither of the Companies nor any of their respective officers have or is likely to have any liability in relation to Environmental Matters. Neither of the Companies have at any time owned or occupied any property other than the Property. True and correct copies of all written environmental reports.
v. No Relevant Substance has been disposed of, including but not limited tokept, Phase I environmental site assessmentstransported, Phase II used, collected, sorted or greater environmental investigation reportsproduced at any time on, compliance audits, to or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to from the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession controlled by either of the Seller. If Seller is found to not be Companies as a result of or in compliance connection with this Section 7(s) that Companies' activities in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowcircumstances, and if there is nothing arising out of the same are not timely cured, Buyer shall have business of the right to rescind this Agreement or waive such defectCompanies, which defects may only be waived could result in writingan Environmental Claim against either of the Companies or which would have a material adverse effect on the use or value of any property of the Companies. In the event Buyer elects to thus rescind Notwithstanding any other provisions of this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For for purposes of this AgreementClause 4(f), the following terms have the following meanings:
Appears in 1 contract
Environmental. No notice has been served on Seller or To the Principals from any entity, governmental body or individual claiming any knowledge of Profound:
(a) Profound is not in material violation of any lawapplicable federal, regulationprovincial, ordinance municipal or codelocal Laws, regulations, orders, government decrees, ordinances or requiring regulatory approvals with respect to environmental, health or safety matters (collectively, Environmental Laws");
(b) Profound has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all contaminants in material compliance with Environmental Laws;
(c) there have been no material spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within Profound's ownership, possession or control, other than those which have been or are in the process of being rectified, on any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Sellerreal property owned or leased by Profound or on any other real property;
(d) there have been no material releases, Seller is deposits or discharges, in full compliance with all applicable violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within Profound's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systems by Profound;
(e) no material orders, directions or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws (as defined below) relating to the ownership business or assets of Profound other than abandonment and reclamation orders, directions or notices issued in connection with the normal course of business;
(f) no event, matter, occurrence or circumstance with respect to environmental matters exists which could reasonably be expected to interfere with Profound obtaining any required Regulatory Approvals in respect of its projects or that could have a Material Adverse Effect on Profound; and
(g) Profound, as of the Property date hereof, holds all material licences, permits and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as regulatory approvals required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for Laws in connection with the storage operation of any Hazardous Material present at its business and the Property. True ownership and correct copies use of its assets and all written environmental reportssuch licences, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons permits and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same regulatory approvals are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, full force and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:effect.
Appears in 1 contract
Environmental. No notice has been served on Seller or (a) Borrowers covenant and warrant that the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information Facilities and belief Borrowers' operations and use of the Seller, Seller is in full compliance Facilities will at all times comply with and conform to all applicable Environmental Laws (as defined below) Governmental Requirements relating to the ownership of environment and to the Property and Seller’s operations ontransportation, atdistribution, storage, placement, handling, treatment, discharge, manufacture, generation, production, processing, or relating disposal (collectively "Treatment") or any emissions, discharges, leakage, venting, exposure, releases, or threatened releases (collectively "Release") of pollutants, contaminants, chemicals, waste, waste products, petroleum products, radio-active waste, poly-chlorinated biphenyls, asbestos, or any other industrial, toxic, flammable, corrosive, hazardous, or harmful substances (collectively "Waste") into the environment including, without limitation, ambient air, surface water, ground water, or land (collectively the "Environmental Laws"), except where such failure to the Property. Without limitation of comply would not have a material adverse effect on any of the foregoingFacilities or any Borrowers.
(b) Borrowers further warrant that, Seller has except as disclosed in writing to Lender: (i) Borrowers are not aware and have not received notice of any past or present violations by any party, including prior operators or owners, of the Environmental Laws affecting the Facilities; (ii) Borrowers have obtained all permits, authorizationslicenses, and licenses and caused all notifications to be made as authorizations required by all applicable under the Environmental Laws. To Laws affecting the knowledge, information and belief Facilities; (iii) no liens arising under the Environmental Laws affect the Facilities or any of the Seller, Borrowers; (iv) Borrowers do not have any liability for the Property is not contaminated by any Hazardous Material (as defined below) Treatment or Release of Waste in violation of such the Environmental Laws, ; (v) Borrowers and Seller has the Facilities are not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any existing, pending, or to Borrowers' knowledge threatened claim, action, or investigation or proceeding pertaining to for violations of the presence Environmental Laws; and (vi) all Waste generated in connection with the operations on the Facilities has been transported, treated, and disposed of or in accordance with the release or threatened release Environmental Laws.
(c) Immediately upon receipt of any Hazardous Material in notice from any party of a violation of applicable Environmental Lawssubsection (a) or if any of the warranties in subsection (b) become false, Borrowers shall fully inform Lender of the violation and take all steps required by any claim arising from, based on, or relating Governmental Authority to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of clean up all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and contamination related to the Property Treatment or Seller’s operations onRelease of Waste affecting the Facilities. Without being liable for any discoveries, atLender has the right, but not the obligation, with prior notice to Borrowers to inspect and monitor Borrowers' compliance with the terms of this Section.
(d) Notwithstanding any other limitation of liability in this Agreement or relating any other Loan Documents, Borrowers agree to indemnify Lender and its officers, directors, employees, agents, and attorneys against, and to reimburse Lender with respect to, all claims, actions, liabilities, damages, and losses, including claims for bodily injury, property damage, abatement, remediation, and strict liability claims (collectively "Claims"), and all costs and
(e) Notwithstanding anything in this Agreement or any other Loan Documents to the Property have been made available contrary, the undertakings of Borrowers in this Section shall survive the expiration or termination of this Agreement regardless of the means of the expiration or termination; provided, that such indemnification shall not apply to Buyer for copying and/or inspection to occurrences caused by Lender or arising after foreclosure of the extent that the same are in the Facilities or other possession of the SellerFacilities by Lender. If Seller is found to not be Specifically, the indemnification in compliance with subsection (d) shall run from the actual knowledge of Lender of any Treatment or Release of Waste or other environmental condition covered by this Section 7(sSection.
(f) in any wayAmerican Homestar, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowOak Creek, and if Lender have entered into a letter agreement of even date providing for an escrow deposit for the same are not timely cured, Buyer shall have cleanup of certain environmental issues related to the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Facilities.
Appears in 1 contract
Environmental. No notice Seller represents to Buyer the following:
(a) with respect to the Assets, Seller has been served on Seller not entered into, or the Principals from is not subject to, any entityagreements, governmental body consents, orders, decrees, judgments, license or individual claiming any violation permit conditions, or other directives of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Governmental Authority in existence as of the Seller, Seller is in full compliance with all applicable date of this Agreement based on any Environmental Laws (as defined below) relating that relate to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation future use of any of the foregoingAssets and that require any change in the present conditions of any of the Assets;
(b) except as set forth in Schedule 4.15, Seller has obtained not received written notice from any Person of any Release, disposal, event, condition, circumstance, activity, practice or incident concerning any Lands, facility, Asset or Property included in the Assets that: (i) interferes with or prevents compliance by Seller with any Environmental Law or the terms of any license or permit issued pursuant thereto; or (ii) gives rise to or results in any common law or other liability of Seller to any Person which, in the case of either clause (i) or (ii) hereof, would have a Material Adverse Effect;
(c) to Seller's Knowledge, all permitsmaterial reports, authorizationsstudies, written notices from environmental Governmental Authorities, tests, analyses, and licenses and caused other documents specifically addressing environmental matters related to Seller's ownership or operation of the Properties, which are in Seller's possession, have been made available to Buyer;
(d) the operations of Seller comply in all notifications to be made as required by material respects with all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has obtained those permits, licenses or approvals required by Environmental Laws and is in material compliance with such permits, licenses or approvals;
(e) since January 1, 2002, Seller has not received any notice, whether claims or written inquiry or oral, notice from any person Person alleging that Seller is not now, or in the past has not been, in compliance with any then-applicable Environmental Laws;
(f) no Environmental Encumbrance has attached to any Asset;
(g) to the Knowledge of Seller, Seller has not caused or allowed a Release of any Contaminant on, in, about, or from any Asset in a manner (i) that is other than as allowed by Environmental Laws or (ii) so as to give rise to any Environmental Liabilities;
(h) to the Knowledge of Seller, there are no facts, events or conditions relating to any Asset, or any operations of any of Seller that give rise to any Environmental Liabilities;
(i) to the Knowledge of Seller, Seller has not caused or allowed Contaminants to migrate from any Asset upon or beneath any other properties, except as permitted by Environmental Laws, or caused or allowed Contaminants to migrate from other properties onto or beneath any Asset, except as permitted by Environmental Laws;
(j) to the Knowledge of Seller, Seller has not generated, treated, processed, stored, or handled Contaminants (or transported, disposed, or arranged for disposal, reclamation, recycling, or sale of Contaminants from any Asset to other properties) other than as allowed by Environmental Laws;
(k) to the Knowledge of Seller, Seller has not generated, treated, processed, stored, or handled Contaminants (or transported, disposed, or arranged for disposal, reclamation, recycling, or sale of Contaminants from any Asset) under circumstances that give rise to Environmental Liabilities;
(l) to the Knowledge of Seller, Schedule 4.15 lists all material permits issued by Governmental Authorities that are held by the Seller under any Environmental Laws;
(m) to the Knowledge of Seller, Schedule 4.15 lists (i) all underground storage tanks that exist under any Asset and (ii) any unlined pits used for production operations or Hydrocarbon storage that are located on the Lands covered by Leases;
(n) Schedule 4.15 lists all environmental audit reports (or other reports, or other documentation of studies, relating to any investigation of any Environmental Matters or any potential or actual Environmental Liabilities) prepared by, for or with respect to Seller or the Property Assets;
(o) none of the Assets consists of idle equipment with NORM readings greater than 50 micro-roetegens (microR) per hour as measured with a calibrated Ludlum Radioactivity Detection Meter; and
(p) Seller is the subject of n▇▇ ▇▇▇ject to any investigation ongoing obligation under any consent order, consent judgment, consent decree, court or proceeding administrative order, decree, or judgment issued by any Governmental Authority or court regarding any Environmental Matter or pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:OSHA.
Appears in 1 contract
Environmental. No notice To the Company's knowledge:
(a) There is not located on, in, about, or under the Mortgaged Property any Hazardous Substances except for Hazardous Substances of the type ordinarily used, stored, or manufactured in connection with the ownership or operation of the Mortgaged Property as it is presently operated and such existing Hazardous Substances have been used, stored and manufactured in compliance with all Environmental Laws or Regulations.
(b) The Mortgaged Property is not presently used, and has not in the past been served on Seller used as a landfill, dump, disposal facility, gasoline station or for the Principals storage, generation, production, manufacture, processing, treatment, disposal, handling, transportation, or deposit of any Hazardous Substances.
(c) There has not in the past been, and no present threat now exists of, a spill, discharge, emission or release of a Hazardous Substance in, upon, under, over or from the Mortgaged Property or from any entityother property which would have an impact on the Mortgaged Property.
(d) There are no past or present investigations, governmental body administrative proceedings, litigation, regulatory hearings or individual claiming any other action completed, proposed, threatened or pending, alleging noncompliance with or violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to or Regulations respecting the ownership of the Property and Seller’s operations on, at, or relating to the Mortgaged Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any required environmental condition at permits covering the Mortgaged Property.
(e) The Company has disclosed to the Trustee all reports and investigations commissioned by the Company and relating to Hazardous Substances and the Land and the Improvements.
(f) There are not now, nor have there ever been, any above ground or involving underground storage tanks located in or under the Mortgaged Property, or the compliance or noncompliance with any Environmental Laws. There are no underground wells on or above ground tanks or storage vessels presently or formerly used for under the storage of any Hazardous Material present at the Mortgaged Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:.
Appears in 1 contract
Environmental. No notice has been served on Seller Except as would not have, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief a Material Adverse Effect:
(a) All operations of the Seller, Seller is Company and its Subsidiaries are in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership protection of the Property environment, health or safety (collectively “Environmental Laws”);
(b) None of the Company or any of its Subsidiaries: (i) is subject to any proceeding or order which relates to environmental, health or safety matters, and Seller’s operations onwhich would require any material work, atrepairs, construction or expenditures; (ii) has received any demand, notice, request for information or written communication alleging the breach of or liability under any Environmental Law, including with respect to any regulations respecting the use, storage, treatment, transportation, Release or disposition of any pollutant, contaminant, waste of any nature, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good as defined, judicially interpreted or identified in any Environmental Law (“Hazardous Substances”); or (iii) has received written notice, or relating to the Property. Without limitation Knowledge of the Company is aware, of any requirement that is proposed for adoption or implementation under any Environmental Law that would be applicable to the operations of the foregoing, Seller has Company or any of its Subsidiaries and which may require any material expenditure;
(c) (i) The Company and each of its Subsidiaries have obtained and are in compliance with all permits, authorizationslicenses, emissions credits or allowances and any other authorizations of any Governmental Entity pursuant to Environmental Law (collectively, “Environmental Permits”) necessary for their operations as currently conducted, (ii) all such Environmental Permits are valid and in good standing, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief (iii) none of the Seller, the Property Company or any Subsidiary is not contaminated aware of or has been advised by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject Governmental Entity of any investigation actual or proceeding pertaining potential change in the status or terms and conditions of any Environmental Permit;
(d) There are no Environmental Claims pending or, to the presence Knowledge of the Company, threatened, against the Company or any of its Subsidiaries or against any property or operations that the release Company or threatened release any of its Subsidiaries owns, leases, or operates, in whole or in part, or, to the Knowledge of the Company, formerly owned, leased or operated, in whole or in part; and
(e) There have been no Releases of any Hazardous Material in violation Substances that would reasonably be expected to form the basis of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground Claim against the Company or above ground tanks any of its Subsidiaries or storage vessels presently against any Person whose liabilities for such Environmental Claims the Company or formerly used for the storage any of any Hazardous Material present at the Property. True and correct copies its Subsidiaries has or may have, retained or assumed, either contractually or by operation of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Law.
Appears in 1 contract
Sources: Arrangement Agreement (Novelis Inc.)
Environmental. No (a) Except as set forth on Schedule 4.16: (i) the Company and its Subsidiaries are and have been in compliance with all Environmental Laws; (ii) neither the Company nor any of its Subsidiaries has received any notice alleging that they are not in such compliance with Environmental Laws; (iii) there has been served on Seller no unpermitted treatment, storage, disposal or the Principals release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”) on, upon, into or from any entitysite currently or heretofore owned, leased or otherwise used by the Company or its Subsidiaries which release could reasonably be expected to give rise to any liability of the Company or its Subsidiaries; (iv) no Hazardous Substances are present in, on, about or migrating to or from any real property that could be expected to give rise to an action under Environmental Laws against the Company or its Subsidiaries; (v) there have been no Hazardous Substances generated by the Company or its Subsidiaries that have been disposed of at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste release sites published by any governmental body authority in or individual claiming outside of the United States; and (vi) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or PCB-containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any violation site owned or operated by the Company or its Subsidiaries, except for any of the foregoing in compliance with Environmental Laws. For purposes of this Section 4.16, “Environmental Laws” means any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all other applicable Environmental Laws (as defined below) requirement relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined belowi) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release releases or threatened release of any Hazardous Material in violation Substance; (ii) pollution or protection of applicable Environmental Lawsemployee health or safety, any claim arising frompublic health or the environment; or (iii) the manufacture, based onhandling, transport, use, treatment, storage, or relating to any environmental condition at or involving the Propertydisposal of Hazardous Substances. The Company and each of its Subsidiaries have obtained, or the and are in compliance or noncompliance with with, all Authorizations required by any Environmental Laws. There All such Authorizations are no underground valid and in full force and effect and none of such Authorizations will be terminated or above ground tanks impaired or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession become terminable as a result of the Sellertransactions contemplated by this Agreement or the other Closing Documents. If Seller is found to not be The Company and each of its Subsidiaries have been, and are currently, in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Environmental Laws.
Appears in 1 contract
Environmental. No (a) The Purchased Business, as carried on by each Vendor and its predecessors in title, and the Assets are in compliance in all material respects with all Environmental Laws and there are no facts known after due inquiry by a Vendor that could give rise to a notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring non-compliance with any lawEnvironmental Law.
(b) Schedule 3.01(11)(b) contains a complete list of all environmental Permits used in or required to carry on the Purchased Business in its usual and ordinary course, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is such Permits are in full compliance with all applicable Environmental Laws (as defined below) relating force and effect and are transferable to the ownership of the Property and Seller’s operations on, at, or relating Purchaser on Closing.
(c) No Vendor nor to the Property. Without limitation knowledge of such Vendor any of its predecessors in title has used any of the foregoingfacilities or Leased Lands pertaining to the Purchased Business, Seller has obtained all permits, authorizations, and licenses and caused all notifications or permitted them to be made as required by used, to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all applicable material respects with all Environmental Laws. None of the Leased Lands has been used for or been designated as a waste disposal site.
(d) To the knowledge, information and belief knowledge of the SellerVendors, there are no pending changes to Environmental Laws that would render illegal, or materially restrict, the Property is not contaminated by operation of the Purchased Business in its usual and ordinary course.
(e) No Vendor has been convicted of an offence or been subjected to any Hazardous Material (as defined below) in violation of such judgment, injunction or other proceeding or been fined or otherwise sentenced for non-compliance with any Environmental Laws, and Seller it has not settled any prosecution or other proceeding short of conviction in connection therewith, in relation to the Purchased Business.
(f) No Vendor nor to the knowledge of such Vendor any of its predecessors in title has caused or permitted the Release of any Hazardous Substance at, on or under the Leased Lands, or the Release of any Hazardous Substance off-site of the Leased Lands in relation to the Purchased Business, except in compliance in all material respects with Environmental Laws.
(g) There are no conditions that directly or indirectly relate to environmental matters or to the condition of the soil or the groundwater that would adversely affect the Purchased Business in a material manner (whether at, on or below the Leased Lands or any adjoining properties).
(h) No Vendor nor to the knowledge of such Vendor any of its in title has received written notice, or has knowledge after due inquiry of any facts that could give rise to any notice, whether written that such Vendor or oral, from its predecessors are potentially responsible for any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with remedial action under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for Law in connection with the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Purchased Business.
Appears in 1 contract
Environmental. No notice has been served on Seller or (a) Except to the Principals from extent that any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Sellerfollowing, Seller is individually or in full compliance the aggregate, would not result in a Material Adverse Effect on the Company (i) the Company and its subsidiaries comply and have complied with all applicable Environmental Laws (as defined below), (ii) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any no Hazardous Material Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any of the properties currently owned, leased, operated or otherwise used by the Company or its subsidiaries (including soils, groundwater, surface water, buildings or other structures), (iii) no Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the properties formerly owned, leased, operated or otherwise used by the Company or its subsidiaries during the period of ownership, lease, operation or use by Company or its subsidiaries, (iv) neither the Company nor any subsidiary is subject to any liability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise used by any third party, (v) neither the Company nor any subsidiary has received any written notice, demand, letter, claim or request for information alleging that the Company or any subsidiary is or may be in violation of such or liable under any Environmental LawsLaw, and Seller has not received (vi) neither the Company nor any noticesubsidiary is subject to any order, whether decree, injunction or other written directive of any Governmental Authority or oral, from is subject to any indemnity or other agreement with any person or entity relating to Hazardous Substances and (vii) there are no circumstances or conditions involving the Company and its subsidiaries, any assets (including real property) or businesses previously owned, leased, operated or otherwise used by Company or its subsidiaries, or any of the assets (including real property) or businesses of any predecessors of Company or its subsidiaries that Seller could reasonably be expected to result in any damages or liabilities to the Company or any subsidiary arising under or pursuant to Environmental Law or in any restriction on the ownership, use or transfer of any of the assets of the Company or any subsidiary arising under or pursuant to any Environmental Law.
(b) As used herein, the term "Environmental Law" means any international, national, provincial, regional, federal, state, municipal or local law, regulation, order, judgement, decree, permit, authorization, common or decisional law (including, without limitation, principles of negligence and strict liability) or agency requirement relating to the protection, investigation or restoration of the environment (including, without limitation, natural resources) or the Property is health or safety of human or other living organisms, including, without limitation, the subject of any investigation or proceeding pertaining to the presence of or the manufacture, introduction into commerce, export, import, handling, use, presence, disposal, release or threatened release of any Hazardous Material in violation Substance or noise, odor, wetlands, pollution, contamination or any injury or threat of applicable Environmental Laws, any claim arising from, based on, injury to persons or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:property.
Appears in 1 contract
Environmental. No Except as expressly disclosed in a written representation from Carvana to VMRE made within 10 days prior to the applicable Inspection Period Expiration Date, Carvana has not received any written notice has been served on Seller or the Principals other written communication from any entityperson (including but not limited to a Governmental Authority) relating to the existence of Hazardous Materials, governmental body Regulated Substances or individual claiming any violation USTs, or remediation thereof, or possible liability of any lawPerson (including without limitation, regulationCarvana Lessee) pursuant to any Environmental Law, ordinance or codeother environmental conditions in connection with the Real Property, or requiring compliance any actual or potential administrative or judicial proceedings in connection with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Sellerforegoing. Carvana is fully familiar with the present use of the Property, Seller is and, after due inquiry, Carvana has become generally familiar with the prior uses of the Property. During the time of Carvana’s occupancy or ownership, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred or disposed of at or on the Property, except in full De Minimis Amounts and in compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property Laws, and Seller’s operations on, at, no Release or relating to Threatened Release has occurred at or on the Property. Without limitation of The activities, operations and business undertaken on, at or about the Property, including, but not limited to, any of past or ongoing alterations or improvements at the foregoingProperty, Seller has obtained are and have been at all permitstimes, authorizations, and licenses and caused in compliance with all notifications to be made as required by all applicable Environmental Laws. To the knowledgeNo further action is required to remedy any Environmental Condition or violation of, information and belief of the Selleror to be in full compliance with, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller no lien has not received any notice, whether written or oral, from any person that Seller or been imposed on the Property is in any federal, state or local Governmental Authority in connection with any Environmental Condition, the subject violation or threatened violation of any investigation Environmental Laws or proceeding pertaining to the presence of any Hazardous Materials on or off the Property. There is no pending or threatened litigation or proceeding before any Governmental Authority in which any person or entity alleges the violation or threatened violation of any Environmental Laws or the release presence, Release, Threatened Release or threatened release placement on or at the Property of any Hazardous Material in Materials, or of any facts which would give rise to any such action, nor has Carvana (a) received any notice (and Carvana has no actual or constructive knowledge) that any Governmental Authority or any employee or agent thereof has determined, threatens to determine or requires an investigation to determine that there has been a violation of applicable any Environmental LawsLaws at, on or in connection with the Property or that there exists a presence, Release, Threatened Release or placement of any claim arising from, based on, Hazardous Materials on or relating to any environmental condition at or involving the Property, or the compliance use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage disposal of any Hazardous Material present Materials at or on the Property. True and correct copies ; (b) received any notice under the citizen suit provision of all written environmental reportsany Environmental Law in connection with the Property or any facilities, including but not limited to, Phase I environmental site assessments, Phase II operations or greater environmental investigation reports, compliance auditsactivities conducted thereon, or other assessmentsany business conducted in connection therewith; or (c) received any request for inspection, reportsrequest for information, inspections conducted for Seller by independentnotice, unrelated third persons and related demand, administrative inquiry or any formal or informal complaint or claim with respect to or in connection with the violation or threatened violation of any Environmental Laws or existence of Hazardous Materials relating to the Property or Seller’s any facilities, operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are activities conducted thereon or any business conducted in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:connection therewith.
Appears in 1 contract
Environmental. No notice (a) Except as described in Schedule 16 and to the best of the Vendors' knowledge, the Corporation has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Laws and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency ("Environmental Laws (as defined belowLaws") relating to the ownership protection of the Property environment, occupational health and Seller’s operations onsafety or the manufacture, atprocessing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances ("Hazardous Substances").
(b) The Corporation has obtained all licences, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the "Environmental Permits") required for the operation of the Business, all of which are described in Schedule 9. Each Environmental Permit is valid, subsisting and in good standing and the Corporation is not in default or breach of any Environmental Permit and no proceeding is pending, or threatened, to revoke or limit any Environmental Permit.
(c) The Corporation has not used or permitted to be used, except in compliance with all Environmental Laws, any of its property (including the Leased Property) or facilities or any property or facility that it previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance.
(d) The Corporation has never received any notice of, nor been prosecuted for an offence alleging, non-compliance with any Environmental Laws, and neither the Vendors nor the Corporation has settled any allegation on noncompliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Property. Without limitation Business or any property of the Corporation, nor has the Corporation received notice of any of the foregoingsame.
(e) Except as disclosed in Schedule 16, Seller to the best of the Vendors' knowledge, but without making any enquiries (but the failure to make enquiries shall not relieve the Vendors from responsibility if they have actual knowledge or notice of a matter), there are no pending or proposed changes to Environmental Laws that would render illegal or restrict the manufacture or sale of any product manufactured or sold or service provided by the Corporation.
(f) The Corporation has obtained not caused or permitted, nor does it have any knowledge of, the release, in any manner whatsoever, of any Hazardous Substance on or from any of its properties (including any of the Leased Property) or assets or any property or facility that it previously owned or leased, or any such release on or from a facility owned or operated by third parties but with respect to which the Corporation is or may reasonably be alleged to have liability. All Hazardous Substances and all permitsother wastes and other materials and substances used in whole or in part by the Corporation or resulting from the Business have been disposed of, authorizations, treated and licenses and caused stored in compliance with all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief Schedule 16 identifies all of the Seller, locations where Hazardous Substances used in whole or in part by the Property is not contaminated by any Corporation have been or are being stored. The Corporation retains the services of Safety Klean to dispose of Hazardous Material Substances.
(as defined belowg) in violation of such Environmental Laws, and Seller The Corporation has not received any noticenotice that it is potentially responsible for a federal, whether written provincial, municipal or oral, from any person that Seller local clean-up site or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with corrective action under any Environmental Laws. There are no underground The Corporation has not received any request for information in connection with any federal, provincial, municipal or above ground tanks or storage vessels presently or formerly used for local inquiries as to disposal sites.
(h) The Vendors have delivered to the storage of any Hazardous Material present at the Property. True Purchaser true and correct complete copies of all written environmental reportsaudits, including but not limited toevaluations, Phase I environmental site assessments, Phase II studies or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or tests relating to the Property have been Corporation of which it is aware, or made same available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Purchaser's inspection.
Appears in 1 contract
Environmental. No notice To the knowledge of the Corporation:
(a) except as described in Schedule 5.3(33), the Corporation has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full all material respects in compliance with all applicable Applicable Law, including orders, directives and decisions rendered by any Governmental Authority (the “Environmental Laws (as defined belowLaws”) relating to the ownership protection of the Property environment, occupational health and Seller’s operations onsafety or the manufacture, atprocessing, distribution, use, treatment, storage, disposal, discharge, transport or relating to the Property. Without limitation handling of any deleterious substances or good, hazardous, corrosive or toxic substances or materials, special wastes, wastes or any other substances, the storage, disposal, discharge, treatment, remediation or release into the environment of which is prohibited, controlled or regulated (“Hazardous Substances”).
(b) except as described in Schedule 5.3(33), the foregoing, Seller Corporation has obtained all permits, authorizations, and licenses and caused all notifications not used or permitted to be made as required by used, except in compliance with all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising fromof its Assets (including the Leased Property) or facilities or any property or facility that it has at any time owned, based onoccupied, managed, or relating controlled or in which it has at any time had a legal or beneficial interest to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any environmental condition at or involving Hazardous Substance.
(c) the PropertyCorporation has never received any notice of, or the nor been prosecuted for, an offence alleging non-compliance or noncompliance with any Environmental Laws. There are no underground orders or above ground tanks directions relating to environmental matters requiring any work, repairs, construction or storage vessels presently capital expenditures with respect to the Business or formerly used for any of the storage Corporation’s Assets, nor has the Corporation received notice of any Hazardous Material present of such orders or directions.
(d) except as described in Schedule 5.3(33), to the knowledge of the Corporation, there are no contaminants located on, at or under the Leased Property. True and correct copies of all written environmental reports.
(e) except as described in Schedule 5.3(33), including but not limited to, Phase I environmental the Leased Property (i) has never been used by any Person as a waste disposal site assessments, Phase II or greater environmental investigation reports, compliance auditsas a licensed landfill, or other assessments(ii) has never had asbestos, reportsasbestos-containing materials, inspections conducted for Seller by independentPCBs, unrelated third persons and related radioactive substances or aboveground or underground storage systems, active or abandoned, located on, at or under it.
(f) except as described in Schedule 5.3(33), to the knowledge of the Corporation, no properties adjacent to the Leased Property are contaminated where such contamination could, if it migrated to a Leased Property, have a Material Adverse Effect on the Leased Property.
(g) except as described in Schedule 5.3(33), the Corporation has not transported, removed or Seller’s operations disposed of any waste to a location outside of Canada.
(h) except as described in Schedule 5.3(33), the Corporation has not been required by any Governmental Authority to (i) alter the Leased Property in a material way in order to be in compliance with Environmental Laws, or (ii) perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, atabout, or in connection with any real property.
(i) the Corporation’s Assets are capable of, and are not restricted by any Permit or Contract from, being operated at maximum daily and annual production capacity while remaining in compliance with Environmental Laws.
(j) Schedule 5.3(33) lists all reports and documents relating to the environmental matters affecting the Corporation or the Leased Property which are in the possession or under the control of the Corporation. Copies of all such reports and documents have been provided to the Purchaser. To the knowledge of the Corporation, there are no other reports or documents relating to environmental matters affecting the Corporation or the Leased Property which have not been made available to Buyer for copying and/or inspection to the extent that the same are in the possession Purchaser whether by reason of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement confidentiality restrictions or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:otherwise.
Appears in 1 contract
Sources: Share Purchase Agreement (Clean Energy Fuels Corp.)
Environmental. No notice Except as set forth in Schedule 4.15:
(a) The Assets that are operated by any Seller or its Affiliates, and to Seller’s Knowledge, the Assets operated by Third Party operators, are in compliance with Environmental Laws in all material respects (other than any non-compliance that has been served previously cured or otherwise resolved in accordance with applicable Environmental Laws);
(b) During the past three (3) years, there has been no release of Hazardous Substances on or from the Assets operated by any Seller or the Principals its Affiliates, or, to Seller’s Knowledge from any entity, governmental body Asset not operated by any Seller or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contributionits Affiliates, for environmental damage which there are outstanding material investigative or injury remediation obligations under Environmental Laws and for which remedial or corrective action has not been taken pursuant to natural resources. To the knowledgeEnvironmental Laws or that has not been previously cured or otherwise resolved in accordance with applicable Environmental Laws;
(c) Seller and, information and belief to Seller’s Knowledge, each Third Party operator of the Seller, Seller Assets has obtained and is maintaining in full compliance with force and effect (and, to the extent applicable, has timely filed applications to renew) all permits, certificates, licenses, approvals, and authorizations under applicable Environmental Laws required or necessary for its ownership or operation of the Assets as currently owned and operated by any Seller, the applicable Third Party operator and their respective Affiliates (the “Environmental Permits”), in all material respects, and (i) no action, suit, or proceeding is pending or threatened to suspend, revoke or terminate any such Permit or declare any such Environmental Permit invalid and (ii) no written notice of violation of the terms of such Environmental Permits has been received by Seller or its Affiliates or, to Seller’s Knowledge any Third Party operator, the resolution of which is outstanding as defined belowof the Execution Date;
(d) relating No Seller or any of its Affiliates has entered into and the Assets operated by any Seller or its Affiliates are not subject to, and, to Seller’s Knowledge, no Third Party operator has entered into, and the Assets operated by any Third Party are not subject to, any agreements, consents, orders, decrees or judgments of any Governmental Authority, that are in existence as of the Execution Date, that are based on any Environmental Laws and that relate to the current or future use, ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation operation of any of the foregoingAssets;
(e) No Seller or any of its Affiliates, Seller and, to Seller’s Knowledge, no Third Party operator, has obtained all permitsreceived written notice from any Person of (i) any material violation of, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in alleged material violation of such or material non-compliance with any Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining Laws relating to the presence of Assets or the (ii) any release or threatened release disposal of any Hazardous Material Substance concerning any land, facility, asset or property included in violation the Assets, in each case, that has not been previously cured or otherwise resolved and for which any Seller or its Affiliates, and to Seller’s Knowledge any Third Party operator, has no further material obligations outstanding;
(f) No Seller or any of applicable Environmental Lawsits Affiliates is subject to any outstanding and unsatisfied judgment, any claim arising fromorder, based onconsent order, injunction, decree, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage writ of any Hazardous Material Governmental Authority under Environmental Laws as of the Execution Date with respect to the Assets that would (i) materially restrict the future use of any of the Assets as currently operated or (ii) require any material change in the present at use of any of the Property. True and correct copies Assets; and
(g) Copies of all final written environmental reports, including but not limited to, Phase I reports of environmental site assessmentsassessments and/or compliance audits by a Third Party on behalf of any Seller or any of its Affiliates or that are otherwise in any Seller’s or any of its Affiliates’ possession or control, Phase II or greater environmental investigation reportsin each case, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related that have been prepared in the five (5) years prior to the Property Execution Date have been, in each case, provided or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection Purchaser prior to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Execution Date.
Appears in 1 contract
Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is Except as set forth in full compliance with all applicable Environmental Laws Schedule 3.13:
(as defined belowa) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation Knowledge of any of the foregoingCompanies, Seller has obtained the Companies are and, for the past five years, have been in material compliance with all permitsEnvironmental Laws and the Companies have, authorizationsmaintain in full force and effect and are in material compliance with, all Environmental Permits for the Companies to own, lease and operate their properties and to carry on their businesses as currently conducted, except where the failure to so comply with Environmental Laws or to obtain and comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed One Hundred Thousand Dollars ($100,000) in the aggregate, and licenses all such Environmental Permits held by the Company are valid, uncontested and caused all notifications in good standing;
(b) to the Knowledge of the Companies, the Real Property and any Real Property previously owned, leased or operated by the Companies or any Company or business acquired by any of the Companies, is free of contamination by Hazardous Substances that could reasonably be made as required expected to result in Environmental Liabilities in excess of One Hundred Thousand Dollars ($100,000);
(c) there are no investigations, claims or proceedings pending or, to the Knowledge of the Companies, threatened against any of the Companies or any Real Property or, to the Knowledge of the Companies, any Real Property previously owned, leased or operated by all applicable the Companies or any Company or business acquired by any of the Companies, with respect to violations of or potential liability under Environmental Laws or Environmental Permits;
(d) none of the Companies, to the Knowledge of the Companies, have entered into or assumed by contract or operation of law or otherwise, any material obligation, liability, order, settlement, judgment or decree relating to or arising under Environmental Laws. To ; and
(e) the knowledgeCompanies have provided to Buyer copies of all existing environmental reports, reviews and audits in the Companies’ possession and all written information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of actual or the release or threatened release of any Hazardous Material potential material Environmental Liabilities, in violation of applicable Environmental Laws, any claim arising from, based on, or each case relating to any environmental condition at of the Companies, any predecessor or involving any company or business acquired by any of the PropertyCompanies, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in each case in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Companies’ possession.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Basic Energy Services Inc)
Environmental. No notice has been served on Seller Except as set forth in Schedule 3.10 ------------- or in the Principals from any entityCompany Reports filed and publicly available prior to the date of this Agreement or except as, governmental body individually or individual claiming any violation in the aggregate, does not have and could not reasonably be expected to have a Material Adverse Effect:
(a) The Company and each of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is its subsidiaries are in full compliance with all applicable Environmental Laws (as defined below) relating to in Section 3.10(f)(ii)), and neither the ownership Company nor any of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of its subsidiaries has received any written communication from any Governmental Authority that alleges that any of the foregoing, Seller has obtained all permits, authorizations, Company and licenses and caused all notifications to be made as required by all its subsidiaries is not in compliance with applicable Environmental Laws. .
(b) The Company and each of its subsidiaries has obtained or has applied for all environmental, health and safety Approvals (collectively, the "ENVIRONMENTAL PERMITS") necessary for the construction of its facilities or the conduct of its operations, and all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending approval by any Governmental Authority, and the Company and its subsidiaries are in compliance with all terms and conditions of the Environmental Permits.
(c) There is no Environmental Claim (as defined in Section 3.10(f)(i)) (i) pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries or (ii) to the knowledge of the Company, pending or threatened against any real or personal property or operations that the Company or any of its subsidiaries owns, leases or uses, in whole or in part.
(d) To the knowledge, information and belief knowledge of the SellerCompany, the Property is not contaminated by there has been no Release (as defined in Section 3.10(f)(iv)) of any Hazardous Material (as defined belowin Section 3.10(f)(iii)) in violation that has formed or could reasonably be expected to form the basis of such any Environmental Laws, and Seller has not received Claim against the Company or any notice, whether written of its subsidiaries or oral, from against any person that Seller (including any predecessor of the Company or any of its subsidiaries) whose liability for such claim the Property is Company or any of its subsidiaries has or may have retained or assumed, either by operation of Law or by Contract.
(e) To the subject knowledge of the Company, the Company has disclosed to Newco all facts which the Company reasonably believes form the basis of (i) any investigation Environmental Claim against the Company or proceeding pertaining any of its subsidiaries or (ii) any obligation of the Company or any of its subsidiaries currently required, or known to be required in the presence of future, to incur costs for pollution control equipment or the release environmental remediation under, or threatened release of any Hazardous Material in violation of otherwise to comply with, applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly .
(f) As used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:
Appears in 1 contract
Environmental. No notice has (a) Except as described in Schedule 4.20, the CTI each Subsidiary have been served on Seller and are in compliance in all material respects with all Environmental Laws;
(b) CTI and each Subsidiary have obtained all licenses, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the "Environmental Permits") required for the operation of their respective businesses, all of which are described in Schedule 4.20. Each Environmental Permit is valid, subsisting and in good standing and none of CTI or the Principals from any entity, governmental body Subsidiary is in default or individual claiming breach in any violation material respect of any lawEnvironmental Permit and no proceeding is pending, regulationor, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief best knowledge of the SellerPrincipals, Seller is threatened, to revoke or limit any Environmental Permit;
(c) None of CTI or any Subsidiary has used or permitted to be used, except in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising fromof its property or facilities or any property (including the Leased Property) or facility that it previously owned or leased, based onto generate, manufacture, process, distribute, use, treat, store, dispose of, transport or relating to handle any environmental condition at Hazardous Substance;
(d) None of CTI or involving the Propertyany Subsidiary has ever received any notice of, or the compliance or nor been prosecuted for an offence alleging, noncompliance with any Environmental Laws, and none of the Principals, CTM, CTI or any Subsidiary has settled any allegation on noncompliance short of prosecution. There are no underground orders or above ground tanks directions relating to environmental matters requiring any work, repairs, construction or storage vessels presently capital expenditures with respect to the respective businesses or formerly used for properties (including the storage Leased Properties) of CTI or any Subsidiary, nor has CTI or any Subsidiary received notice of any of the same;
(e) Except as disclosed in Schedule 4.20, there are no published pending or proposed published changes to Environmental Laws that would render illegal or materially restrict the sale of any service provided by CTI or any Subsidiary;
(f) None of CTI or any Subsidiary has caused or permitted, nor do any of the foregoing have any knowledge of, the release, in any manner whatsoever, of any Hazardous Material present at Substance on or from any of its properties (including any Leased Property) or assets or any property or facility that it previously owned or leased, or any such release on or from a facility owned or operated by third parties but with respect to which CTI or any Subsidiary is or may reasonably be alleged to have liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by CTI or any Subsidiary or resulting from their respective businesses have been disposed of, treated and stored in compliance with all Environmental Laws. Schedule 4.20 identifies all of the Propertylocations where Hazardous Substances used in whole or in part by CTI or any Subsidiary have been or are being stored or disposed of;
(g) None of CTI or any Subsidiary has received any notice that any of them is potentially responsible for a federal, provincial, municipal or local cleanup site or corrective action under any Environmental Laws. True None of CTI or any Subsidiary has received any request for information in connection with any federal, provincial, municipal or local inquiries as to disposal sites;
(h) The Principals or CTM have delivered to the Buyer true and correct complete copies of all written environmental reportsaudits, including but not limited toevaluations, Phase I environmental site assessments, Phase II studies or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or tests relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same CTI or any Subsidiary of which they are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:aware.
Appears in 1 contract
Sources: Stock Purchase Agreement (Eagle Usa Airfreight Inc)
Environmental. No notice has been served on Seller Except for any matters that, individually or in the Principals from any entityaggregate, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury could not reasonably be expected to natural resources. To the knowledge, information and belief have a Material Adverse Effect in respect of the SellerCompany:
(a) all facilities and operations of the Company and the Company Subsidiaries have been maintained or conducted, Seller is and are now, in full compliance with all applicable Environmental environmental Laws in Ecuador;
(b) except as defined below) relating disclosed in the Additional Disclosure Materials, the Company and the Company Subsidiaries are in possession of, and in compliance with, all environmental Authorizations required to the ownership of explore, develop and exploit the Property and Seller’s operations onMineral Rights and to conduct their respective businesses as they are currently being conducted and to explore, atdevelop and exploit the Property and the Mineral Rights in the manner contemplated in the Company Public Documents filed (and available on SEDAR and ▇▇▇▇▇) on or before the date hereof;
(c) except as disclosed in the Additional Disclosure Materials, no environmental, reclamation, rehabilitation, restoration or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the Property. Without limitation operations and business of the Company and the Company Subsidiaries and, to the knowledge of the Company, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business;
(d) neither the Company nor any Company Subsidiary is subject to any proceeding, application, demand, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures;
(e) to the knowledge of the foregoingCompany, Seller has obtained all permitsthere are no pending or threatened changes in the status, authorizationsterms or conditions of any environmental Authorizations held by the Company or any Company Subsidiary or any renewal, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledgemodification, information and belief revocation, reassurance, alteration, transfer or amendment of the Sellerany such environmental Authorizations, the Property is not contaminated by or any Hazardous Material (as defined below) in violation review by, or approval of, any Governmental Entity of such Environmental Laws, and Seller has not received any notice, whether written environmental Authorizations that are required in connection with the execution or oral, from any person that Seller or the Property is the subject delivery of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer consummation of the Contemplated Transactions or the continuation of the business of the Company or any Company Subsidiary following the Effective Time;
(f) the Company and the parties shall Company Subsidiaries have made available to the Offeror all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information in their possession with respect to environmental matters; and
(g) the Company and the Company Subsidiaries are not subject to any past or present fact, condition or circumstance related to environmental or mining matters that could reasonably be discharged from all further obligation or expected to result in any liability under this Agreement. For purposes of this Agreement:any Laws, to the Company's knowledge.
Appears in 1 contract
Sources: Acquisition Support Agreement (Corriente Resources Inc.)
Environmental. No notice has Except as disclosed on Schedule 3.14(a): (a) Constituents of Concern have not been served on generated, recycled, used, treated, or stored on, transported to or from, or released or disposed on, real property by the Seller or the Principals from any entity, governmental body other Person or individual claiming on any violation of property adjoining or adjacent to such real property except in a manner which would not result in any law, regulation, ordinance or code, or requiring liability under any Environmental Laws and in compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To Environmental Laws; (b) the knowledge, information and belief of the Seller, Seller is in full compliance in all respects with all applicable Environmental Laws (as defined below) relating Laws, holds and is in compliance with all Environmental Permits; all Environmental Permits have been provided to Buyer prior to the ownership of date hereof and are listed on Schedule 3.14(b); (c) there are no pending or threatened Environmental Claims against the Property and Seller or any real property occupied or used by the Seller; (d) there are no facts, circumstances, conditions, or occurrences regarding the Seller’s past or present business or operations onor any real property owned, atoccupied, operated or relating to used by the Property. Without limitation Seller that will or would (i) form the basis of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable an Environmental Laws. To the knowledge, information and belief of Claim against the Seller, its assets, or any real property owned, occupied, operated or used by the Property is not contaminated Seller or (ii) cause any real property currently owned, occupied, operated or used by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that the Seller or the Property Seller’s assets to be subject to any restrictions on its ownership, occupancy, use, or transferability under any Environmental Law; (e) there are no (i) underground storage tanks or sumps (ii) landfills, (iii) surface impoundments, (iv) other units for the treatment, storage or disposal of Constituents of Concern; (v) asbestos or (v) polychlorinated biphenyls at, on, in or under any real property owned, occupied, operated or used by the Seller; (f) neither the Seller nor any real property occupied or used by the Seller is listed or proposed for listing on the subject National Priorities List under CERCLA or on any similar federal, state, or foreign list of any sites requiring investigation or proceeding pertaining clean-up, nor has the Seller received any notice as a potentially responsible party under the foregoing; (g) there are no Environmental Permits that are nontransferable or require consent, notification, or other action to remain in full force and effect following the consummation of the transactions contemplated hereby; and (h) the Seller has no liability or obligation, and has not entered into an agreement or consent order assuming, any liability or obligation, under any Environmental Law (including any obligation to remediate any Environmental Condition whether caused by the Seller or any other Person). The Seller has delivered to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental LawsPurchaser true, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True correct and correct complete copies of all written environmental reportsinvestigations, including but not limited tostudies, Phase I environmental site assessmentsaudits, Phase II or greater environmental investigation reportstests, compliance auditsreviews, or other assessments, reports, inspections conducted for analyses by or on behalf of the Seller by independent, unrelated third persons and related or that are available to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession each of the Seller. If Seller which is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:listed on Schedule 3.14(c).
Appears in 1 contract
Sources: Asset Purchase Agreement (Measurement Specialties Inc)
Environmental. No notice (a) Except as set forth on Schedule 3.21(a): (i) the Real Property does not now contain and has not contained any underground storage tanks; (ii) no Hazardous Substance is present or has been served on Seller Released (A) as a result of any Group Company’s or the Principals Business’s operations, (B) at, to, on, under or from any entityreal property currently or formerly owned, governmental body leased or individual claiming operated by any violation Group Company or any of its Affiliates or (C) at, to, on, under or from any lawreal property at or to which any Group Company or any of its Affiliates has disposed of, regulationarranged for the disposal of or transported (or arranged for the transport of) any Hazardous Substance, ordinance in each case, in an amount, manner, condition or codeconcentration that has resulted, or requiring compliance with would reasonably be expected to result, in material liability to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all Group Company under applicable Environmental Laws; (iii) neither this Agreement nor the consummation of the Transactions will result in any obligation for site investigation or cleanup, or notification to or consent of any Governmental Authority or third party, pursuant to any so-called “transaction triggered” or “responsible property transfer” Environmental Laws; and (iv) no Group Company has assumed (whether by Contract or operation of law), or provided an indemnity with respect to, any liability (including any investigatory, corrective or remedial obligation) of any other Person arising under Environmental Laws.
(b) The operations and activities of each Group Company and the Business comply, and have in the past complied, in all material respects, with all Environmental Laws. To No Group Company has received any written or, to the knowledgeKnowledge of the Group Companies, verbal notice, claim, information and belief of request or other communication alleging that any Group Company or the Seller, the Property Business is not contaminated by in compliance with, or has any Hazardous Material (as defined below) in violation of such Liability under, any Environmental Laws, and Seller has not received any noticethere are no Proceedings or Orders pending or, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence Knowledge of the Group Companies, threatened against any Group Company or the release any of its Affiliates arising under or threatened release of pursuant to any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving .
(c) Each Group Company and the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True Business has obtained and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons is and related to the Property or Seller’s operations on, at, or relating to the Property have has been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance in all material respects with this Section 7(sall Permits that are necessary for conducting the Business or otherwise required with respect to its operations (as well as the Transactions) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from under all further obligation or liability under this Agreement. For purposes of this Agreement:Environmental Laws (“Environmental Permits”).
Appears in 1 contract
Sources: Securities Purchase Agreement (OneWater Marine Inc.)
Environmental. No notice has been served on Seller Except as disclosed in the Questionnaires:
(1) The Property and the Lessee Parties are not in violation of, or subject to, any pending or, to Lessee’s actual knowledge, threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, and this representation and warranty would continue to be true and correct following disclosure to the Principals from applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Property;
(2) All permits, licenses or similar authorizations required to construct, occupy, operate or use any entitybuildings, governmental body or individual claiming any violation improvements, fixtures and equipment forming a part of the Property by reason of any lawEnvironmental Laws have been obtained;
(3) No Hazardous Materials have been used, regulationhandled, ordinance manufactured, generated, produced, stored, treated, processed, transferred, disposed of or codeotherwise Released in, on, under, from or requiring compliance with any lawabout the Property, regulationexcept in Permitted Amounts;
(4) The Property does not contain Hazardous Materials, ordinance except in Permitted Amounts, and all USTs located on or codeabout the Property, demanding payment or contributionif any, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is are in full compliance with all applicable Environmental Laws Laws;
(as defined below5) There is no threat of any Release migrating to the Property in excess of Permitted Amounts;
(6) There is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with the Property;
(7) None of the Lessee Parties has received any written or oral notice or other communication from any person or entity (including but not limited to a Governmental Authority) relating to Hazardous Materials or USTs or Remediation thereof in excess of Permitted Amounts, of possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with the ownership Property, or any actual or potential administrative or judicial proceedings in connection with any of the Property and Seller’s operations on, at, foregoing;
(8) All information known to any of the Lessee Parties or relating to contained in the Property. Without limitation files of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or Lessee Parties relating to any environmental condition at Environmental Condition or involving Releases of Hazardous Materials in, on, under or from the Property, other than in Permitted Amounts, has been provided to Lessor, including, without limitation, information relating to all prior Remediation;
(9) The Property has been kept free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the “Environmental Liens”); and none of the Lessee Parties has allowed any tenant or other user of the Property to do any act that materially increased the dangers to human health or the compliance environment, posed an unreasonable risk of harm to any person or noncompliance with entity (whether on or off the Property), impaired the value of the Property in any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage material respect, is contrary to any requirement of any Hazardous Material present at insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to the Property. True ;
(10) The information and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are disclosures in the possession of the Seller. If Seller is found to not be Questionnaires are true, correct and complete in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 belowall material respects, and if the same are not timely cured, Buyer shall have person or persons executing the right Questionnaires were duly authorized to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:do so; and
Appears in 1 contract
Sources: Lease (Jameson Inns Inc)
Environmental. No (i) all facilities and operations of APM and the APM Subsidiaries have been conducted, and are now, in material compliance with all Environmental Laws and there are no facts, known after due inquiry by APM, that could give rise to a notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring material non-compliance with any lawEnvironmental Laws;
(ii) APM and the APM Subsidiaries are in possession of, regulationand in material compliance with, ordinance or codeall permits required under Environmental Laws to own, demanding payment or contribution, for environmental damage or injury lease and operate the APM Real Property Interests and APM Mineral Rights and to natural resources. To the knowledge, information and belief conduct its business as they are now being conducted;
(iii) none of the SellerAPM Real Property Interests and APM Mineral Rights are located within or, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership knowledge of the Property APM, adjacent to an area that has been determined to be an environmentally sensitive area or a wetlands area by any Governmental Entity;
(iv) no environmental reclamation or closure obligation, demand, notice, work order or other material environmental liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and Seller’s operations on, at, rights or relating to the Property. Without limitation operations and business of APM or the APM Subsidiaries, and, to the knowledge of APM, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business;
(v) neither APM nor any of the foregoingAPM Subsidiaries is subject to any proceeding, Seller has obtained all permitsapplication, authorizationsorder or directive which relates to environmental, health or safety matters, and licenses and caused all notifications which may require any material work, repairs, construction or expenditures;
(vi) to be made as required the knowledge of APM, there are no material changes in the status, terms or conditions of any Environmental Permits held by all applicable APM or the APM Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such Environmental Laws. To the knowledgePermits, information and belief of the Selleror any review by, the Property is not contaminated by or approval of, any Hazardous Material (as defined below) in violation Governmental Entity of such Environmental LawsPermits, consents, waivers, permits, orders and Seller has not received any notice, whether written exemptions that are required in connection with the execution or oral, from any person that Seller or the Property is the subject delivery of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall consummation of the transactions contemplated herein or the continuation of the business of APM or the APM Subsidiaries following the Effective Date;
(vii) neither APM nor any of the APM Subsidiaries is (i) a party to any litigation or administrative proceeding nor has any litigation or administrative proceeding been threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Laws, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances, or (3) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances, (ii) has any knowledge of any conditions existing currently which could reasonably be immediately refunded expected to Buyer subject it to damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, Remedial Action or other response by it pursuant to applicable Environmental Laws; or (iii) is subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Law and, to its knowledge, has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws;
(viii) neither APM nor any of the APM Subsidiaries, nor to the knowledge of APM, any of its and their predecessors in title has (A) used any APM Real Property Interests or APM Mineral Rights, or permitted them to be used, to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all material respects with all Environmental Laws or (B) caused or permitted the parties shall Release of any Hazardous Substance at, on or under the APM Real Property Interests or APM Mineral Rights, or the Release of any Hazardous Substance off-site of the APM Real Property Interests or APM Mineral Rights, except in compliance in all material respects with Environmental Laws. None of the APM Real Property Interests or APM Mineral Rights is now, or to the knowledge of APM, has been used for or been designated as a waste disposal site;
(ix) to the knowledge of APM, there are no conditions that directly or indirectly relate to environmental matters or to the condition of the soil or the groundwater that would adversely affect APM or the APM Subsidiaries in a material manner (whether at, on or below APM Real Property Interests, or APM Mineral Rights or any adjoining properties);
(x) APM has made available to Constantine all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and
(xi) to the knowledge of APM, neither APM nor any of the APM Subsidiaries is subject to any past or present fact, condition or circumstance that could reasonably be discharged from all further obligation or expected to result in any material liability under this Agreement. For purposes of this Agreement:any Environmental Laws.
Appears in 1 contract
Sources: Arrangement Agreement
Environmental. No notice has (a) Except as set forth in Schedule 2.15(a) or as is not and would not reasonably be expected to be material to the WM Business, the WM Assets, and the WM Companies, taken as a whole:
(i) the WM Companies, the WM Business and the WM Assets have been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is operated in full compliance with all applicable Environmental Laws and with all WM Permits issued pursuant to Environmental Laws;
(as defined belowii) to the extent relating to Environmental Laws, none of the ▇▇ ▇▇▇▇▇▇▇ or the WM Companies has received any notice of violation relating to the ownership operation of the Property WM Assets or the conduct of the WM Business that is not fully resolved, and Seller’s operations onthere are no non-compliance orders, atwarning letters, settlement agreements, Orders, Proceedings, investigations or relating actions pending or in existence that reasonably would result in a Loss;
(iii) with respect to the Property. Without limitation of any WM Companies, the WM Business or the WM Assets, none of the foregoing▇▇ ▇▇▇▇▇▇▇ or the WM Companies (A) has received any notice of an alleged or actual Environmental Liability, Seller has obtained all permits(B) is identified as or alleged to be, authorizations, and licenses and caused all notifications pursuant to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller a responsible or potentially responsible party for any Release of Hazardous Materials, or (C) has not received Released, treated, stored or disposed of Hazardous Materials at, to or under any noticereal property as would reasonably result in a Loss pursuant to Environmental Laws; and
(iv) with respect to the WM Companies, whether written or oral, from any person that Seller the WM Business or the Property is WM Assets, (x) to the subject Knowledge of the ▇▇ ▇▇▇▇▇▇▇, none of the ▇▇ ▇▇▇▇▇▇▇ or the WM Companies has incurred any liability under any Environmental Laws or (y) except in the WM Material Contracts or the WM Assumed Contracts, has assumed any Liability of any investigation other Person arising out of or proceeding pertaining pursuant to Environmental Laws.
(b) The ▇▇ ▇▇▇▇▇▇▇ have provided or otherwise made available to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of Buyer all written environmental reports, including but not limited to, material Phase I environmental site assessmentsI, Phase II or greater and similar material environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to assessments concerning the Property or Seller’s operations on, at, or relating to WM Business and the Property have been made available to Buyer for copying and/or inspection to the extent WM Assets that the same are in the possession possession, custody or control of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:▇▇ ▇▇▇▇▇▇▇.
Appears in 1 contract
Sources: Securities and Asset Purchase Agreement (Advanced Disposal Services, Inc.)
Environmental. No notice Except as disclosed in Schedule 3.20 or in the environmental reports listed therein:
(i) Seller is and has been served on at all times conducting its Business in material compliance with past and current Environmental Laws and has not used any machinery, equipment or facility in relation to the Business, or permitted them to be used to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, produce or process any Hazardous Materials except in compliance with Environmental Laws. Seller has not taken any action with respect to its assets or the Principals from any entity, governmental body or individual claiming any operations which constituted a violation of Environmental Laws or omitted to take any lawaction necessary to avoid the existence of a violation of Environmental Laws;
(ii) the Business, regulationthe Purchased Assets and, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the Seller’s knowledge, information the Owned Real Property are, and belief of the Sellerat all times have been, Seller is in full compliance with all applicable Environmental Laws;
(iii) all Licenses and Permits necessary under Environmental Laws to lawfully conduct, operate or occupy the Business, the Purchased Assets and the Owned Real Property in the manner Seller currently conducts, operates or occupies same, have been obtained, are valid and in full force and effect and listed in Schedule 3.20. The Business has passed all inspections carried out by Government Entities having jurisdiction over environmental matters and has carried out all orders or directives resulting from such inspections;
(as defined belowiv) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoingknowledge, Seller has obtained all permitsnot emitted, authorizations, and licenses and discharged or deposited or caused all notifications or permitted to be made as required by all applicable emitted, discharged or deposited any Hazardous Materials into the natural environment in contravention of Environmental Laws. To the Seller’s knowledge, information and belief the Owned Real Property has never had asbestos containing materials, PCBs, lead, radioactive substances or aboveground or underground storage systems, active or abandoned located on, at, in or under it;
(v) to the Seller’s knowledge, there are no Hazardous Materials located on, at, in or under any of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) Owned Real Properties in excess of applicable limits or in violation of such Environmental Laws;
(vi) Seller has not transported, and removed or disposed of any waste to a location outside of Canada or to a location that is not duly authorized by the appropriate Governmental Entity to receive such waste;
(vii) Seller has not received and, to the best of its knowledge, has no basis to expect receipt of (and, to the knowledge of Seller, no Person for whose conduct Seller is or may be held responsible has received or has a basis to expect receipt of) any directive, inquiry, notice, whether written order, warning or oral, other communication from any person Governmental Entity or other Persons that Seller or the Property is the subject of any investigation or proceeding pertaining relates to the presence of or the release or threatened release of any Hazardous Material in Materials, Environmental Condition or any alleged actual or potential violation of applicable Environmental Laws, any claim arising from, based on, or relating failure to any environmental condition at or involving the Property, or the compliance or noncompliance comply with any Environmental Laws, or any alleged, actual or potential obligation to undertake or bear the cost of any environmental liabilities;
(viii) Copies of all material reports and documents relating to environmental matters affecting the Business, the Purchased Assets or the Owned Real Property which are in the possession or under the control of Seller have been provided to Buyer. There To the knowledge of Seller, there are no underground other reports or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or documents relating to environmental matters affecting the Business, the Purchased Assets or the Owned Real Property which have not been made available to Buyer for copying and/or inspection Purchaser; and
(ix) All references to Environmental Laws made in this Section 3.20 relate to laws and regulations as same are or were in force on or before the date hereof. No representation or warranty is made or given herein as to the extent fact that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer Purchased Assets and the parties Business shall continue to comply with Environmental Laws as same may be discharged amended from all further obligation or liability under this Agreement. For purposes of this Agreement:time to time after the date hereof.
Appears in 1 contract
Sources: Asset Purchase Agreement (Azz Inc)
Environmental. No notice (a) The Company has been served on Seller or obtained all material permits, licenses and other authorizations which are required under the Principals from Environmental Laws (as defined in Section 3.11(e)(i) below) ("Environmental Permits") for the operation of their businesses and the ownership, use and operation of the Real Property (as defined in Section 3.16(f)(iv) below), all such permits, licenses and authorizations are in effect, no appeal nor any entity, governmental body or individual claiming other action is pending to revoke any violation of any law, regulation, ordinance or code, or requiring Environmental Permit and the Company is in material compliance with any lawall terms and conditions of all such Environmental Permits. The Company and its subsidiaries have been, regulationand are, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full material compliance with all applicable Environmental Laws Laws.
(b) The Company has not received written notice of any existing or pending material civil, criminal or administrative Claim, hearing, notice of violation or demand letter (collectively, "Allegations"), or, to the Knowledge of the Company or any Shareholder, threatened Allegations, relating to the Company or any of its subsidiaries, the Real Property or any other property or facility previously owned, operated or leased by the Company or any of its subsidiaries, relating in any way to the Environmental Laws. None of the Company and its subsidiaries is subject to any material administrative or judicial Order or any other enforceable or voluntary agreement with a Governmental Entity relating in any way to the Environmental Laws.
(c) The Company has not, and, to the Knowledge of the Company and each Shareholder, no other Person has, Released, discharged, or otherwise disposed of any Hazardous Substances (as defined in Section 3.11(e)(ii) below) on, beneath or adjacent to the Real Property or any property formerly owned, operated or leased by the Company, except for Releases (as defined in Section 3.11(e)(iii) below) of Hazardous Substances that are not likely to result in a material Claim against the Company or any of its subsidiaries.
(d) Neither the execution of this Agreement nor the consummation of the Transactions will require compliance with any Environmental Laws relating to the ownership transfer of property or businesses.
(e) For the Property and Seller’s operations on, at, or relating to the Property. Without limitation purpose of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit following defined terms shall be immediately refunded to Buyer and have the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreementfollowing meanings:
Appears in 1 contract
Environmental. No notice has Except as otherwise disclosed in writing to Checkpoint and to Ultrak's Knowledge: (i) the businesses as presently or formerly engaged in by Ultrak and its Subsidiaries are and have been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is conducted in full material compliance with all applicable Environmental Laws Laws, including, without limitation, having all material permits, licenses and other approvals and authorizations, during the time Ultrak or any Subsidiary of Ultrak engaged in such businesses; (ii) the properties presently or formerly owned or operated by Ultrak or any Subsidiary of Ultrak (including, without limitation, soil, groundwater or surface water on, under or adjacent to the properties, and buildings thereon) ("Ultrak Properties") do not contain any Contamination other than as defined belowpermitted under applicable Environmental Law (provided, however, that with respect to Ultrak Properties formerly owned or operated by Ultrak or any Subsidiary of Ultrak, the representations in this Subsection (ii) are limited to the period Ultrak or any Subsidiary of Ultrak owned or operated such Ultrak Properties and to any Contamination that Ultrak was notified of in writing since the date of ownership or operation of such Ultrak Properties); (iii) neither Ultrak nor any Subsidiary of Ultrak has received any written notices, demand letters or requests for information from any Governmental Entity or any Person claiming that Ultrak or any Subsidiary of Ultrak violated, may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of Ultrak's or its Subsidiaries' businesses; (iv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or threatened against Ultrak or any Subsidiary of Ultrak with respect to Ultrak or any Subsidiary of Ultrak or the Ultrak Properties relating to the ownership of the Property and Seller’s operations on, atany violation, or relating to the Property. Without limitation alleged violation, of any of the foregoingEnvironmental Law; (v) no reports have been filed, Seller has obtained all permits, authorizationsor are required to be filed, and licenses and caused all no notifications have been made or are required to be made as required made, by all applicable Environmental Laws. To Ultrak or any Subsidiary of Ultrak with any Governmental Entity concerning the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in or the threatened or actual violation of applicable any Environmental LawsLaw on or at Ultrak Properties; (vi) other than in compliance with Environmental Law no Hazardous Material has been generated at, any claim arising transferred or transported to or from, based ondisposed at or removed for disposal from, or relating to any environmental condition otherwise released at or involving from any of the PropertyUltrak Properties in a manner which caused Contamination; (vii) there have been no environmental investigations, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsstudies, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, tests, reviews or other assessmentsanalyses conducted since January 1, reports, inspections conducted for Seller 1994 by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same which are in the possession of Ultrak or any Subsidiary of Ultrak relating to Ultrak or any Subsidiary of Ultrak or the Seller. If Seller Ultrak Properties which have not been delivered to Checkpoint prior to the date hereof, (viii) there are no underground storage tanks on, in or under any of the Ultrak Properties and no underground storage tanks have been closed or removed by Ultrak or any of its Subsidiaries from any Ultrak Properties which are or have been in the ownership of Ultrak or any Subsidiary of Ultrak; (ix) there is found no friable asbestos-containing material on the Ultrak Property presently owned or operated by Ultrak or any subsidiary of Ultrak which would require, under ordinary occupancy (nonconstruction) conditions, a remedial action pursuant to not be in compliance with this Section 7(s) in any wayOSHA, Buyer shall have the right or applicable state and local counterparts to request Seller to cure the same in like manner as provided in Section 9 belowOSHA, and if no such material has been removed from any Ultrak Property while such Ultrak Property was owned or operated by Ultrak or any Subsidiary of Ultrak; (x) none of the same Ultrak Properties has been used at any time by Ultrak or any Subsidiary of Ultrak as a treatment, storage or disposal facility under RCRA; and (xi) neither Ultrak nor any Subsidiary of Ultrak has incurred, and none of the Ultrak Properties are not timely curedpresently subject to, Buyer shall have the right any material liabilities (fixed or contingent) relating to rescind this Agreement any suit, settlement, court order, administrative order, judgment or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation claim asserted or liability arising under this Agreement. For purposes of this Agreement:any Environmental Law.
Appears in 1 contract
Environmental. No notice has been served (a) Except as set forth on Seller or SCHEDULE 5.16(a), the Principals from any entityCompany and its Subsidiaries comply, governmental body or individual claiming any violation of any lawand the Company, regulationits Subsidiaries and their respective predecessors at all times during their existence have complied, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below).
(b) relating There is not now pending or, to the ownership knowledge of the Property and Seller’s operations onCompany or any of its Subsidiaries, atthreatened, any action, claim, proceeding or investigation, nor has the Company, its Subsidiaries, or relating to any of their respective predecessors received any notice, claim, demand letter or request for information at any time, alleging that the Property. Without limitation Company, any of its Subsidiaries, or any of their respective predecessors may be or is in violation of, or liable under, any Environmental Law, nor does there exist any basis for any such action, claim, proceeding or investigation.
(c) Except as disclosed on SCHEDULE 5.16(c), there are no Hazardous Substances (as defined below) located on any of the foregoingproperties currently or formerly owned or operated by the Company, Seller has obtained all permitsany of its Subsidiaries or any of their respective predecessors (including soil, authorizationsgroundwater and surface features and buildings and structures thereon) (the "PROPERTIES"), and licenses none of the Properties contains, or has contained, any underground improvements, including, but not limited to, treatment or storage tanks, sumps, water, gas or oil ▇▇▇▇▇, or associated piping.
(d) The Company and caused all notifications to be made its Subsidiaries do not have any contingent liability in connection with a Release (as required by all applicable Environmental Laws. defined below) or threatened Release of any Hazardous Substance at any location.
(e) To the knowledge, information and belief knowledge of the SellerCompany and its Subsidiaries, the Property is not contaminated by any Hazardous Material there are no present or past Environmental Conditions (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and way related to the Company, any of its Subsidiaries, or any of their respective predecessors that have, or may have, individually or in the aggregate, a material adverse effect with respect to any Property or Seller’s operations onthe business or condition of the Company and its Subsidiaries, attaken as a whole.
(f) As used herein, "ENVIRONMENTAL LAW" means any federal, state, local or foreign law, regulation, order, decree, judgment, opinion, common law or binding equitable principle or agency requirement relating to pollution, contamination, wastes, hazardous material or the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession protection of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any wayenvironment, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement human health or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:safety.
Appears in 1 contract
Environmental. No notice has been served (a) Except as set forth on Seller or SCHEDULE 5.16(a), the Principals from any entityCompany and its Subsidiaries comply, governmental body or individual claiming any violation of any lawand the Company, regulationits Subsidiaries and their respective predecessors at all times during their existence have complied, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below).
(b) relating There is not now pending or, to the ownership knowledge of the Property and Seller’s operations onCompany or any of its Subsidiaries, atthreatened, any action, claim, proceeding or investigation, nor has the Company, its Subsidiaries, or relating to any of their respective predecessors received any notice, claim, demand letter or request for information at any time, alleging that the Property. Without limitation Company, any of its Subsidiaries, or any of their respective predecessors may be or is in violation of, or liable under, any Environmental Law, nor does there exist any basis for any such action, claim, proceeding or investigation.
(c) Except as disclosed on SCHEDULE 5.16(c), there are no Hazardous Substances (as defined below) located on any of the foregoingproperties currently or formerly owned or operated by the Company, Seller has obtained all permitsany of its Subsidiaries or any of their respective predecessors (including soil, authorizationsgroundwater and surface features and buildings and structures thereon) (the "PROPERTIES"), and licenses none of the Properties contains, or has contained, any underground improvements, including, but not limited to, treatment or storage tanks, sumps, water, gas or oil ▇▇▇▇▇, or associated piping.
(d) The Company and caused all notifications to be made its Subsidiaries do not have any contingent liability in connection with a Release (as required by all applicable Environmental Laws. defined below) or threatened Release of any Hazardous Substance at any location.
(e) To the knowledge, information and belief knowledge of the SellerCompany and its Subsidiaries, the Property is not contaminated by any Hazardous Material there are no present or past Environmental Conditions (as defined below) in violation any way related to the Company, any of such Environmental Lawsits Subsidiaries, and Seller has not received or any noticeof their respective predecessors that have, whether written or oralmay have, from individually or in the aggregate, a material adverse effect with respect to any person that Seller Property or the Property is business or condition of the subject of Company and its Subsidiaries, taken as a whole.
(f) As used herein, "ENVIRONMENTAL LAW" means any investigation federal, state, local or proceeding pertaining foreign law, regulation, order, decree, judgment, opinion, common law or binding equitable principle or agency requirement relating to the presence of pollution, contamination, wastes, hazardous material or the release protection of the environment, human health or threatened release safety.
(g) As used herein, "HAZARDOUS SUBSTANCE" means any substance that is listed, classified under or regulated by any governmental authority pursuant to any Environmental Law, including, without limitation, any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive material or radon.
(h) As used herein, "RELEASE" means any release, spill, emission, leaking, pumping, injection, deposit, discharge, dispersal, leaching or migrating into the indoor or outdoor environment of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Substance.
Appears in 1 contract
Environmental. Without limiting in any way the representations and warranties contained elsewhere in this Agreement, CMRG hereby represents and warrants to SPE, to the best of its knowledge, as follows:
(i) No notice has Hazardous Materials or Regulated Substances, except Permitted Amounts, exist on, under or about the Property or have been served on Seller transported to or from the Principals from any entityProperty or used, governmental body generated, manufactured, stored or individual claiming any disposed of on, under or about the Property. The Property is not in violation of any lawHazardous Materials Laws relating to industrial hygiene or the environmental conditions on, regulationunder or about the Property, ordinance including, without limitation, air, soil and groundwater conditions, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Property.
(ii) There is no past or codepresent non-compliance with Hazardous Materials Laws, or requiring with permits issued pursuant thereto, in connection with the Property; all uses and operations on or of the Property, whether by CMRG or any other Person, have been in compliance with any lawall Hazardous Materials Laws and environmental permits issued pursuant thereto; all USTs, regulationif any, ordinance located on or code, demanding payment or contribution, for environmental damage or injury to natural resources. To about the knowledge, information and belief of the Seller, Seller is Property are in full compliance with all applicable Environmental Laws Hazardous Materials Laws, and as of the date hereof, CMRG is in compliance with the requirements of the UST Regulations with respect to those “petroleum underground storage tanks” (as such term is defined belowunder the UST Regulations) located at the Property. The Property has been kept free and clear of all Environmental Liens and CMRG has not allowed any tenant or other user of the Property to do any act that increased the dangers to human health or the environment, posed an unreasonable risk of harm to any Person (whether on or off the Property), impaired the value of the Property in any material respect, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to the Property.
(iii) CMRG has not received any written or oral notice or other communication from any Person (including but not limited to a Governmental Authority) relating to the ownership of the Property and Seller’s operations onHazardous Materials, atRegulated Substances or USTs, or relating remediation thereof, of possible liability of any Person pursuant to any Hazardous Materials Law, other environmental conditions in connection with the Property. Without limitation of , or any actual or potential administrative or judicial proceedings in connection with any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:.
Appears in 1 contract
Sources: Contribution Agreement (Casual Male Retail Group Inc)
Environmental. No notice Except as set forth on Schedule 5.19, to the Seller’s Knowledge, the Company, the Subsidiary and each of their predecessors have complied and is in compliance with all Environmental Laws. Each of the Company and the Subsidiary has been served on Seller obtained and complied with, and is in compliance with, all Permits that are required pursuant to any Environmental Law for the occupation of its facilities and the operation of the Business. Neither the Company nor the Subsidiary has received a written or the Principals from oral notice, report or other information regarding any entity, governmental body actual or individual claiming any alleged violation of any law, regulation, ordinance or codeEnvironmental Law, or requiring compliance with any lawLiabilities or potential Liabilities, regulationincluding any investigatory, ordinance remedial or codecorrective obligations, demanding payment relating to it or contribution, for environmental damage or injury to natural resourcesits facilities arising under any Environmental Law. To the knowledgeSeller’s Knowledge, information and belief none of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to following exists at any property or facility currently owned or operated by either the ownership Company or the Subsidiary and none of the Property and Seller’s operations onfollowing existed at any property or facility previously owned or operated by the Company, atthe Subsidiary or any of their predecessors at or before the time the Company, the Subsidiary or any of their predecessors ceased to own or operate such property or facility: (a) underground storage tanks (other than an underground storage tank, which was removed in 1989 or 1990, which was formerly at the property currently leased by the Company located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇), (b) asbestos-containing material in any form or condition, (c) materials or equipment containing polychlorinated biphenyls, or relating to (d) landfills, surface impoundments or disposal areas. None of the Property. Without limitation of Company, the Subsidiary or any of their predecessors has treated, stored, disposed of, arranged for or permitted the foregoingdisposal of, Seller has obtained all permitstransported, authorizationshandled or released any substance, including any Hazardous Substance, or owned or operated any property or facility (and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property no such property or facility is not contaminated by any Hazardous Material (as defined belowsuch substance) in violation of such a manner that has given or would give rise to any Liability, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental LawsLaw. Neither this Agreement nor the Transactions will result in any Liability for site investigation or cleanup, and Seller has not received any notice, whether written or oral, from any person that Seller notification to or the Property is the subject Consent of any investigation or proceeding pertaining Person, pursuant to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground Neither the Company nor the Subsidiary has, either expressly or, to the Seller’s Knowledge by operation of law, assumed or above ground tanks undertaken any Liability, including any obligation for corrective or storage vessels presently or formerly used for the storage remedial action, of any Hazardous Material present at other Person relating to any Environmental Law. To the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations onKnowledge, atno facts, events or conditions relating to the Property have been made available to Buyer for copying and/or inspection to past or present facilities, properties or operations of either the extent that Company or the same are in the possession of the Seller. If Seller is found to not be in Subsidiary will prevent, hinder or limit continued compliance with this Section 7(s) in any wayEnvironmental Law, Buyer shall have the right give rise to request Seller any investigatory, remedial or corrective obligations pursuant to cure the same in like manner as provided in Section 9 belowany Environmental Law, and if the same are not timely curedor give rise to any other Liabilities pursuant to any Environmental Law, Buyer shall have the right including any relating to rescind this Agreement onsite or waive such defectoffsite releases or threatened releases of hazardous materials, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreementsubstances or wastes, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation personal injury, property damage or liability under this Agreement. For purposes of this Agreement:natural resources damage.
Appears in 1 contract
Sources: Share Purchase Agreement (American Tire Distributors Holdings, Inc.)
Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Except as set forth in Section 3.11 of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the SellerCompany Disclosure Letter, the Property is not contaminated by any Hazardous Material (as defined below) Company and its Subsidiaries are in violation of such Environmental Lawscompliance, and Seller has not received any noticein all material respects, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of with applicable Environmental Laws, including, without limitation, holding all material permits and authorizations required pursuant to such laws for the ownership and operation of its business as currently conducted and compliance, in all material respects, with the terms thereof, and the Company has no knowledge of any claim arising fromfacts or circumstances that would prevent, based interfere with, or materially increase the cost of maintaining such compliance in the future. Neither the Company nor any of its Subsidiaries has (i) placed, held, located, released, transported or disposed of any Hazardous Substance on, under, from or relating at any of the Company Real Property other than in a manner that would not require remediation pursuant to applicable Environmental Laws, (ii) any knowledge of the presence of any Hazardous Substances that have been released by them into the environment on, under or at any of the Company Real Property other than that which would not require remediation pursuant to Environmental Laws, or (iii) received any written notice (A) of any material violation of any Environmental Laws by them that has not been resolved, (B) of the institution or pendency of any material suit, action, claim, proceeding or investigation by any Governmental Body or any third party against them in connection with any such violation, (C) requiring the response to or remediation of a release of Hazardous Substances by them at or arising from any of the Company Real Property, (D) alleging non-compliance by the Company or any of its Subsidiaries with the terms of any Permit required under any Environmental Laws in any manner reasonably likely to require material expenditures or to result in material liability or (E) demanding payment by them of a material amount for response to or remediation of a release of Hazardous Substances at or arising from any of the Company Real Property. To the knowledge of the Company, none of the Acquired Companies has ever owned any Real Property. The Company has provided to Parent all material assessments, reports, data, results of investigations or audits, and other material information that is in the possession of or reasonably available to the Company regarding environmental matters pertaining to or the environmental condition at or involving of the Propertybusiness of the Company and its Subsidiaries, or the compliance (or noncompliance noncompliance) by the Company or any of its Subsidiaries with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:.
Appears in 1 contract
Sources: Merger Agreement (Caminus Corp)
Environmental. No notice has been served Except as set forth on Schedule 3.19:
(a) with respect to the Business, the Sellers have complied and are in compliance in all material respects with all Environmental Law, including obtaining and complying with all material Permits that are required pursuant to any Environmental Law;
(b) none of the following exists at the Leased Real Property: (i) underground storage tanks containing Hazardous Substances, (ii) friable asbestos-containing materials, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or Hazardous Substance disposal areas, in each case owned or operated by the Seller or reasonably expected to give rise to any material Liability under applicable Environmental Law;
(c) with respect to the Principals from Business, the Sellers have not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any entityHazardous Substance in a manner that has given or would reasonably be expected to give rise to any material Liability, governmental body including any material Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or individual claiming attorney fees, pursuant to any Environmental Law;
(d) with respect to the Business, the Sellers have not received any written notice, report or other information regarding any actual or alleged violation of any law, regulation, ordinance Environmental Law or codeany Liabilities or potential Liabilities under Environmental Law;
(e) neither this Agreement nor the Transactions will create any material Liability for site investigation or cleanup, or requiring compliance Consent of any Governmental Body, pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Law; and
(f) with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating respect to the ownership Business, no Seller has, either expressly or by operation of the Property and Seller’s operations onLaw, at, assumed or relating to the Property. Without limitation undertaken any material Liability of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with other Person under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Law.
Appears in 1 contract
Environmental. No notice has been served (a) Except as disclosed on Seller or Schedule 4.17(a), to the Principals from any entity, governmental body or individual claiming any violation Knowledge of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership of the Property and Seller’s operations on, at, or relating to the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizationsBusiness is, and licenses and caused since January 1, 2017 has been, conducted in compliance in all notifications to be made as required by material respects with all applicable Environmental Laws. To the knowledgeExcept as disclosed on Schedule 4.17(a), information and belief none of the SellerCompany, its Subsidiaries or Seller or any Seller Affiliate has received any written notice or demand letter from any Governmental Entity or Third Party, indicating that the Property Business is not contaminated by any Hazardous Material (as defined below) in violation in any material respect of, or materially liable under, any Environmental Law, which violation or liability has not heretofore been resolved with such Governmental Entity or Third Party. Except as disclosed on Schedule 4.17(a), none of such the Company, its Subsidiaries, Seller or any Seller Affiliate is subject to any judgment, order, writ, injunction, or decree of any Governmental Entity pursuant to Environmental Laws, which would have a material adverse effect on the Business.
(b) Except as disclosed on Schedule 4.17(b), to the Knowledge of Seller, (i) after giving effect to the Pre-Closing Restructuring, the Company will hold all material Permits required under Environmental Law that are necessary or required for the conduct of the Business and (ii) the Company, its Subsidiaries, and Seller or any Seller Affiliate with respect to the Business, is and has been, since January 1, 2017, in compliance in all material respects with such Permits, and no Proceeding is pending or threatened in writing with respect to any alleged failure by them to have any such Permit or not received any noticeto be in compliance therewith.
(c) Except as disclosed on Schedule 4.17(c), whether written (i) none of the Company or oralits Subsidiaries, from any person that or Seller or the Property is the subject of any investigation or proceeding pertaining Seller Affiliate with respect to the presence Business, owns, leases or operates a site that pursuant to CERCLA or any similar state or foreign Law, has been placed or is proposed to be placed by any Governmental Entity on the “National Priorities List” or similar state or foreign list, as in effect as of the Closing Date, (ii) (A) none of the Company or its Subsidiaries, or Seller or any Seller Affiliate with respect to the release Business, has been identified by any Governmental Entity as a potentially responsible party under CERCLA or threatened release any similar state or foreign Law with respect to any site, and (B) no Hazardous Materials generated, transported or disposed of by or on behalf of the Business have been found at any Hazardous Material in violation of site where a Person has made written demand on the Company, its Subsidiaries, Seller or any Seller Affiliate to conduct or pay for a remedial investigation, removal or other response action pursuant to any applicable Environmental LawsLaw, any claim arising fromthe cost of which would be material to the Business, based onand (iii) to the Knowledge of Seller, there has been no Release by the Company or its Subsidiaries, or relating Seller or any Seller Affiliate with respect to any environmental condition at or involving the PropertyBusiness, or by any other party, that is reasonably likely to result in a material liability (including any investigatory, corrective or remedial obligations) of the compliance or noncompliance with Business under any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Law.
(d) Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been has made available to Buyer for copying and/or inspection to the extent that the same are copies of all material environmental reports, audits, assessments, and all material correspondence with Governmental Entities, in the possession or control of the Seller. If Seller is found or a Seller Affiliate relating to not be in Hazardous Materials or compliance with Environmental Laws and pertaining to the Company or the Business, or any real property owned, leased or operated by the Company or the Business.
(e) The representations and warranties set forth in Section 4.9, Section 4.10, this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below4.17, and if Section 4.24 are the same are not timely curedsole and exclusive representations and warranties of Seller regarding Environmental Law, Buyer shall have the right to rescind this Agreement or waive such defectHazardous Materials, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit and other environmental matters and no other provision hereof shall be immediately refunded construed to Buyer and the parties shall be discharged from all further obligation constitute a representation or liability under this Agreement. For purposes of this Agreement:warranty relating to such matters.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pembina Pipeline Corp)
Environmental. No notice has been served on Seller or the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief Except as set forth in Section 4.19 of the SellerCompany Disclosure Schedule, Seller is in full compliance with all applicable Environmental Laws (as defined below) relating to the ownership knowledge of the Property Company and Seller’s the Stockholders:
(a) the operations on, at, or relating to the Property. Without limitation of any of the foregoingCompany have been and, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the SellerEffective Time, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not will be in compliance with this Section 7(sall Environmental Laws;
(b) the Company has obtained, currently maintains and, as of the Effective Time, will have all Environmental Permits required for its operations; all such Environmental Permits are and, as of the Effective Time, will be, in full force and effect and in good standing; there are no Legal Proceedings pending or threatened with respect to any way, Buyer shall have such Environmental Permits; the right to request Seller to cure the same in like manner as provided in Section 9 belowCompany is, and if as of the same Effective Time will be, in material compliance with such Environmental Permits; and neither the Company nor any Stockholder has received any notice from any source, or has otherwise obtained knowledge, to the effect that there is lacking any Environmental Permit required in connection with the current operations of the Company or the current use or operation of the Leased Property;
(c) the Company, its operations and the Leased Property are not timely cured(i) subject to any outstanding written Order or Contract with or in favor of any Governmental Entity or (ii) subject to any investigation respecting (x) Environmental Laws, Buyer shall have (y) any Remedial Action or (z) any Environmental Claim;
(d) the right Company is not subject to rescind this Agreement any Legal Proceeding alleging the violation of any Environmental Law or waive Environmental Permit or seeking any Remedial Action;
(e) neither the Company nor any Stockholder has received, nor has there been issued, any written communication that alleges that the Company is not in compliance with any Environmental Law or Environmental Permit or that seeks the Company to take any Remedial Action;
(f) the Company has not caused any Hazardous Materials, or permitted any Hazardous Materials for which the Company is responsible, to remain or be disposed of, either on or under real property legally or beneficially owned or operated by the Company or on any real property not permitted to accept, store or dispose of such defectHazardous Materials other than in compliance with Environmental Laws and Permits, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation Company has never disposed or liability under this Agreement. For purposes Released any Hazardous Materials on the Landfill Property;
(g) the Company has no liabilities (other than those related to its disposal obligations) with respect to Hazardous Materials;
(h) none of this Agreement:the operations of the Company involve the generation, transportation, treatment, storage or disposal of hazardous waste or controlled waste other than in compliance with Environmental Laws and Permits; and
(i) there is not now on or in the Leased Property, nor has there been, (i) any underground storage tanks or surface tanks, dikes or impoundments; (ii) any asbestos-containing materials or (iii) any polychlorinated biphenyls.
Appears in 1 contract
Sources: Merger Agreement (Corning Inc /Ny)
Environmental. No Except as specifically disclosed in the Environmental Report or any subsequent Environmental Report delivered to Lender:
(a) Neither Borrower nor the Property is in violation of laws relating to Hazardous Materials;
(b) Neither Borrower nor Guarantor has received, or has received a copy of, any notice has been served on Seller of any violation or the Principals from any entity, governmental body or individual claiming any alleged violation of any law, regulation, ordinance or code, or requiring compliance laws relating to Hazardous Materials with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury respect to natural resources. To the knowledge, information and belief of the Seller, Seller is in full compliance Property;
(c) The Property complies with all applicable Environmental Laws (as defined below) laws relating to Hazardous Materials as to use and conditions on, under or about the Property including soil and groundwater condition;
(d) There are no pending civil (including actions by private parties), criminal or administrative actions, suits or proceedings affecting Borrower, Guarantor or the Property relating to environmental matters (“Environmental Proceedings”) and neither Borrower nor Guarantor has any knowledge of any threatened Environmental Proceedings;
(e) Neither Borrower nor any other Person (including prior to Borrower’s ownership of the Property and Seller’s operations Property), has used, generated, manufactured, stored or disposed of on, atunder or about the Property or transported to or from the Property any Hazardous Materials;
(f) The Property is not subject to any private or governmental lien or judicial or administrative notice or action or inquiry, investigation or claim relating to hazardous, toxic and/or dangerous substances, Toxic Mold or any other Hazardous Materials;
(g) No Toxic Mold is on or about the Property which requires remediation;
(h) There have been no environmental investigations, studies, audits, reviews or other analyses conducted by or on behalf of Borrower which have not been provided to Lender; and
(i) The Property has not been used (including the period prior to Borrower’s acquisition of thereof), permanently or temporarily, as a disposal site or storage site for any Hazardous Materials and the Property, and all parts thereof, are free of all Hazardous Materials other than Hazardous Materials that do not violate any Applicable Laws relating to Hazardous Materials. Without limitation of any of on the foregoing: (i) the primary potable or drinking water source does not exceed the EPA Recommended Maximum Contaminant Level Goals set forth under the Safe Drinking Water Act and Clean Water Act, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property amended; (ii) there is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Lawsand has never been landfill containing decomposable material, and Seller has not received any noticepetroleum ▇▇▇▇▇, whether written mineral bearing mines, sewage treatment facilities, underground storage tanks, sinkholes, radon or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving other toxic emissions within the Property, and (iii) no electrical transformers, fluorescent light fixtures with ballasts or other equipment containing polychlorinated biphenyls (PCBs) have been located on the compliance or noncompliance with Property at any Environmental Laws. There time; and (iv) there are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to facilities on the Property which are or Seller’s operations on, at, or relating to the Property have been made available subject to Buyer for copying and/or inspection to the extent that the same are in the possession reporting under any State laws or Section 312 of the Seller. If Seller is found Federal Emergency Planning and Community Right to not be in compliance with this Know Act of 1986 (42 U.S.C. Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below11022), and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:federal regulations promulgated thereunder.
Appears in 1 contract
Sources: Construction Loan Agreement (CNL Growth Properties, Inc.)
Environmental. No notice has Except as would not reasonably expected to have a Material Adverse Effect:
(a) the Company, its Subsidiaries, and their operations, activities, equipment, buildings, immoveables and the properties they own, lease, occupy or have the custody of, including the Leased Premises, have at all times during the time owned, leased, occupied or having been served on Seller or under the Principals from any entity, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief custody of the SellerCompany or its Subsidiaries, Seller is been and are currently in full compliance with all applicable Environmental Laws;
(b) the Company and its Subsidiaries have obtained and hold all Environmental Permits required for their operations and activities; each Environmental Permit is valid and in force and the operations and activities of the Company and its Subsidiaries are in compliance with the conditions set out in the Environmental Permits; the Company does not have any knowledge of any grounds for revocation, change, expiry or annulment of any Environmental Permits;
(c) the Company, its Subsidiaries, and their respective employees, agents, directors and officers have never been declared guilty of committing an offence for a violation of Environmental Laws and have never been imposed a fine or have never otherwise settled such a prosecution;
(as defined belowd) relating to the ownership knowledge of the Property Company, there are no Contaminants in, on or under the equipment, buildings, immoveables or properties owned, leased, occupied by or under the custody of the Company and Seller’s its Subsidiaries, including the Leased Premises, the presence of which was caused by the Company or any of its Subsidiaries and constitutes a violation of Environmental Laws;
(e) to the knowledge of the Company, the waste, residual materials, effluents and air emissions generated by the operations onor the activities of the Company and its Subsidiaries have at all time been and are treated, atstored, handled, disposed of, Released, transported and eliminated in accordance with all Environmental Laws;
(f) the Company and its Subsidiaries have not received any written or oral notice or request for information in the context of any environmental federal, provincial, regional or municipal investigation or inspection;
(g) to the knowledge of the Company, there is no underground or aboveground storage tank in, on or under the Leased Premises, the presence of which would constitute a violation of Environmental Laws;
(h) to the knowledge of the Company, there are no PCBs, asbestos, urea formaldehyde, methane, ozone-depleting substances, lead-based paint, radon, mould or radioactive substances in, on or under the equipment, buildings, immoveables or properties owned, leased or occupied by or under the custody of the Company and its Subsidiaries, including the Leased Premises, the presence of which would constitute a violation of Environmental Laws; and
(i) there is no action, order, decision, directive, declaration, decree, judgment, suit or proceeding, pending or, to the knowledge of the Company, threatened, against the Company or any of its Subsidiaries, or relating to their respective employees, agents, shareholders, directors and officers, or involving the Property. Without limitation of Company, the Subsidiaries or their assets, by or before any tribunal, commission, agency or any Governmental Entity (including Environment Canada, Transport Canada, Fisheries and Oceans Canada, the Ministry of the foregoing, Seller has obtained all permits, authorizations, Environment (Quebec) and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief Ministry of the Seller, the Property is not contaminated by any Hazardous Material Natural Resources (as defined belowQuebec)) in alleging violation of such Environmental Laws, and Seller has not received any noticeto the knowledge of the Company, whether written there is no event or oralfact based on which such action, from any person that Seller or the Property is the subject of any investigation order, decision, directive, declaration, decree, judgment, suit or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not may be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:instituted.
Appears in 1 contract
Sources: Acquisition Agreement (Kronos Inc)
Environmental. No notice has been served on Except for immaterial items and except for items reflected in any Environmental Site Assessments or in the Seller or the Principals from any entityDisclosure Schedule, governmental body or individual claiming any violation of any law, regulation, ordinance or code, or requiring compliance with any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury to natural resources. To the knowledge, information and belief as of the Sellerdate hereof:
(a) The Acquired Companies possess all environmental, Seller is in full compliance with all health and safety permits, licenses and governmental authorizations (collectively, "Environmental Permits") necessary under applicable Environmental Laws to conduct their business and operations as currently conducted.
(as defined belowb) relating to the ownership The Acquired Companies are, and at all times have been, in compliance with and have not been and are not in violation of or liable under any -60- applicable Environmental Laws and Environmental Permits, and none of the Property and Acquired Companies has received any written communication from any Person that alleges that any of the Acquired Companies is not in such compliance.
(c) There are no Environmental Claims pending or, to Seller’s 's knowledge, threatened, against any of the Acquired Companies, in either case arising out of (i) any real property currently or formerly owned, leased or operated by any of the Acquired Companies, (ii) any current or former operations on, at, or relating to the Property. Without limitation of any of the foregoingAcquired Companies, or (iii) any other properties and assets (whether real, personal or mixed) in which any of the Acquired Companies has or had an interest.
(d) None of the Acquired Companies has retained, or assumed, either contractually or by operation of law, any liabilities of which Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all knowledge arising under applicable Environmental Laws. To the knowledgeLaws or Environmental Permits.
(e) (i) "Environmental Claims" means any and all administrative, information and belief regulatory or judicial actions, suits, demands, demand letters, directives, claims, liens, investigations, proceedings or notices of the Seller, the Property is not contaminated noncompliance or violation (in each case in writing) by any Hazardous Material Person, alleging noncompliance, violation or potential liability (as defined belowincluding potential responsibility or liability for costs of enforcement, investigation, cleanup, governmental response, removal or remediation, for natural resources damages, -61- property damage, personal injuries or penalties or for contribution, indemnification, cost recovery, compensation or injunctive relief) in violation of such Environmental Lawsarising out of, and Seller has not received any noticeor related to (x) the presence, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release Release or threatened release Release of any Hazardous Material in Materials, or (y) circumstances forming the basis of any violation of applicable Environmental Lawsor alleged violation of, or liability under, any claim arising from, based on, Environmental Law or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:Permit.
Appears in 1 contract
Environmental. No notice (a) Except as disclosed in the environmental reports listed on Schedule 4.15:
(i) The Company and each Subsidiary, except as would not have a Material Adverse Effect, (x) is in compliance with, and is not subject to any pending or, to their Knowledge, threatened liability with respect to, any applicable Environmental Law, (y) holds or has applied in a timely manner for all Environmental Permits necessary to conduct its current operations, and (z) is in compliance with its Environmental Permits.
(ii) To the Knowledge of the Company, no Hazardous Substances have been served or are currently located at, in, on, under or about any real property currently or formerly owned, leased, occupied or managed by the Company or any of its Subsidiaries in an amount or concentration which requires investigation, response, removal or other remedial or corrective action under any applicable Environmental Law or which would reasonably be expected to form the basis of any claim against the Company or any Subsidiary, except as would not have a Material Adverse Effect.
(iii) To the Knowledge of the Company, there are no asbestos-containing materials, suspected asbestos-containing materials or urea formaldehyde-containing materials incorporated into or on Seller the buildings or any improvements on any real property currently or formerly owned, leased, occupied or managed by the Company or any of its Subsidiaries, except as would not have a Material Adverse Effect.
(iv) To the Knowledge of the Company, neither the Company nor any Subsidiary has received any written notice, demand, order, claim or request for information within the past three (3) years alleging that the Company or any Subsidiary may be in violation of, or liable under, any Environmental Law.
(v) Neither the Company nor any Subsidiary (x) has entered into or agreed to any consent decree or order or is subject to any pending or, to their Knowledge, judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the Principals from any entityinvestigation, governmental body sampling, monitoring, treatment, remediation, removal or individual claiming any violation cleanup of any lawHazardous Substances and no litigation or other proceeding is pending or, regulationto the Knowledge of the Company, ordinance or codethreatened with respect thereto, or requiring compliance (y) is an indemnitor in connection with any lawclaim asserted in writing or, regulationto the Knowledge of the Company, ordinance threatened by any third party indemnitee for any liability relating any Environmental Law or code, demanding payment or contribution, for environmental damage or injury to natural resources. any Hazardous Substances.
(vi) To the knowledge, information and belief Knowledge of the SellerCompany, Seller none of the real property owned, leased, occupied or managed by the Company or any Subsidiary is in full compliance with listed or proposed for listing on the “National Priorities List” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended as of the date hereof, or any similar state or foreign list of sites requiring investigation or cleanup nor, to the Knowledge of the Company, has the Company or any of its Subsidiaries sent any Hazardous Substances to such a site.
(b) Complete and accurate copies of all applicable Environmental Laws (as defined below) environmental audits, assessments and reports relating to the ownership Owned Real Property which were prepared for or on behalf of the Property and Seller’s operations on, at, Company or relating to any Subsidiary during the Property. Without limitation of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material past five (as defined below5) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property years have been made available to Buyer for copying and/or inspection Parent and are disclosed on Schedule 4.15, and copies of all Environmental Permits that have been issued to the extent that Company or any of its Subsidiaries during the same are past three (3) years have been made available to Parent.
(c) As used in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and following terms have the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreementmeanings set forth below:
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Environmental. No notice has been served This Section 4.07 shall constitute the sole representations of Seller with respect to environmental matters.
1. Except as set forth on Seller Schedule 4.07(a) or as would not, in the aggregate, reasonably be expected to materially and adversely affect the ability of the Holdcos or the Principals from Project Companies to conduct their respective Businesses, or result in material Environmental Liabilities:
(A) Holdco and each Project Company is in compliance in all material respects with any entityEnvironmental Law and (B) to the Knowledge of Seller, governmental body or individual claiming within the last two (2) years, no Holdco nor any Project Company has either been in violation of any lawEnvironmental Law or received any written notice, regulationwhich remains uncured, ordinance from any Governmental Authority alleging that any Holdco, any Project Company or code, any Facility is in violation of any Environmental Law or requiring compliance with subject to any law, regulation, ordinance or code, demanding payment or contribution, for environmental damage or injury material Environmental Liability;
b. the Holdcos and the Project Companies possess all Permits required under Environmental Laws to natural resources. To conduct the knowledge, information Business as currently conducted and belief of operated on the Seller, Seller date hereof and at Closing and each such Permit is in full force and effect and the applicable Holdco or Project Company is, and, within the last two (2) years, has been, in compliance in all material respects with all applicable Environmental Laws (as defined below) relating its obligations with respect thereto;
c. there are no Actions or Proceedings pending or, to the ownership Knowledge of Seller, threatened, against Seller, any Holdco or any Project Company pursuant to any Environmental Law or with respect to any Hazardous Substances;
d. except with respect to any CT Transfer Act Liabilities, there has been no Release within the last five (5) years or, to the Knowledge of Seller, prior thereto of any Hazardous Substances at, on, in, under or from any Facility for which Environmental Law would reasonably be expected to require notice or Remedial Action by any Holdco or any Project Company or to otherwise result in material Environmental Losses;
e. none of the Property and Seller’s operations onHoldcos, atthe Project Companies, or relating any Facility is subject to any outstanding Order pursuant to any Environmental Law, which arises from the operation of any Facility; and
f. neither any Holdco nor any Project Company has arranged for or consented to the Propertyoffsite disposal of Hazardous Substances in a manner or location that would reasonably be expected to give rise to any material Environmental Loss for any Holdco or any Project Company.
2. Without limitation Except as set forth on Schedule 4.07(b), none of any of the foregoing, Seller has obtained all permits, authorizations, and licenses and caused all notifications to be made as required by all applicable Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written or oral, from any person that Seller Holdcos or the Property Project Companies or the Purchaser is the subject of required to (i) make any filing with or provide any notice to any Governmental Authority, (ii) obtain any Governmental Approval, or (iii) conduct any investigation or proceeding pertaining to the presence of or the release or threatened release of Remedial Action, in each case under any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental Laws. There are no underground or above ground tanks or storage vessels presently or formerly used for the storage of any Hazardous Material present at the Property. True and correct copies of all written environmental reportsLaw, including but not limited tothe CT Transfer Act, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related in order to consummate the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability transactions required under this Agreement.
3. For purposes of this Agreement:Except as set forth on Schedule 4.07(c), no Project Company or Holdco has assumed or agreed to indemnify by contract or any other means that would reasonably be expected to give rise to any material Environmental Liability.
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Sources: Membership Interest Purchase Agreement (NRG Energy, Inc.)
Environmental. No notice Except as set forth on Schedule 7.18 and except as expressly disclosed in any Environmental Site Assessments:
7.18.1. The real property and facilities owned, operated, and leased by the Acquired Companies and the operations of the Acquired Companies thereon comply in all material respects with, and (other than non-compliance with Environmental Laws that has been served on Seller or corrected and for which the Principals Acquired Companies have no further Liability under Environmental Laws) have at all times complied in all material respects with, all Environmental Laws.
7.18.2. No judicial proceedings are pending or, to the Knowledge of ConAgra, threatened against any Acquired Company alleging the violation of any Environmental Laws, and there are no administrative proceedings pending or, to the Knowledge of ConAgra, threatened against any Acquired Company, alleging the violation of any Environmental Laws and no notice from any entity, governmental body Governmental Authority or individual any private or public person has been received by any Acquired Company claiming any violation of any lawEnvironmental Laws in connection with any real property or facility owned, regulation, ordinance operated or codeleased by any Acquired Company, or requiring compliance any remediation, clean-up, modification, repairs, work, construction, alterations or installations on or in connection with any lawreal property or facility owned, regulation, ordinance operated or code, demanding payment leased by any Acquired Company under any Environmental Laws and that have not been complied with or contribution, for environmental damage or injury otherwise resolved to natural resources. To the knowledge, information and belief satisfaction of the Sellerparty giving notice.
7.18.3. Schedule 7.18.3(a) lists all material permits, Seller is in full compliance with all applicable registrations, licenses, authorizations and similar instruments ("Environmental Permits") required to be obtained or filed by each Acquired Company under any Environmental Laws (as defined below) in connection with its operations, including, without limitation, those activities relating to the ownership generation, use, storage, treatment, disposal, release or remediation of Hazardous Materials. All Environmental Permits have been duly obtained or filed, and each Acquired Company is in compliance and at all times has complied in all material respects with the terms and conditions of all such Environmental Permits; and, except as set forth on Schedule 7.18.3(b), the consummation of the Property and Seller’s operations transactions contemplated by this Agreement will not result in the termination of any Environmental Permits or require any Acquiring Company or Acquired Company to replace or amend any Environmental Permit.
7.18.4. All Hazardous Materials used or generated by any Acquired Company or any of its predecessors on, atin, or relating to the Property. Without limitation of under any of the foregoingowned, Seller has obtained operated or leased real property or facilities are and have at all permitstimes been generated, authorizationsstored, used, treated, disposed of and licenses and caused all notifications released by such persons or on their behalf in such manner as not to be made as required by all applicable result in any material Environmental Laws. To the knowledge, information and belief of the Seller, the Property is not contaminated by any Hazardous Material (as defined below) in violation of such Environmental Laws, and Seller has not received any notice, whether written Costs or oral, from any person that Seller or the Property is the subject of any investigation or proceeding pertaining to the presence of or the release or threatened release of any Hazardous Material in violation of applicable Environmental Laws, any claim arising from, based on, or relating to any environmental condition at or involving the Property, or the compliance or noncompliance with any Environmental LawsLiabilities.
7.18.5. There are no underground not now on, in or above ground tanks under any property or storage vessels presently facilities owned, leased, or formerly used operated by any Acquired Company any Hazardous Materials that are in a condition that materially violates any Environmental Law or that reasonably could be expected to require material remediation under any Environmental Laws and there are not now, on, in or under property or facilities previously owned, leased, or operated by any Acquired Company any Hazardous Materials that were disposed of during the ownership of, lease of, or operation by such Acquired Company and that are in a condition that materially violates any Environmental Law or that reasonably could be expected to require material remediation under any Environmental Law.
7.18.6. Acquisition LP has been given access to review all reports, surveys and site assessments of which ConAgra has Knowledge and possession or access to that relate to environmental investigations, surveys, audits or assessments that have been conducted and relate to any of the Businesses or properties previously or currently owned (including, without limitation, properties to be transferred hereunder) by any of the Acquired Companies.
7.18.7. No Acquired Company has received any notification from any source advising such Acquired Company that: (A) it is a potentially responsible party under CERCLA or any other Environmental Laws; (B) any real property or facility currently or previously owned, operated, or leased by it is identified or proposed for listing as a federal National Priorities List ("NPL") (or state-equivalent) site or a Comprehensive Environmental Response, Compensation and Liability Information System ("CERCLIS") list (or state-equivalent) site; and (C) any facility to which it has every transported or otherwise arranged for the storage disposal of Hazardous Substances is identified or proposed for listing as an NPL (or state-equivalent) site or CERCLIS (or state-equivalent) site.
7.18.8. Except as set forth on Schedule 7.18.8, to ConAgra's Knowledge the average daily flow of process wastewater generated at any real property or facilities currently owned by any of the Acquired Companies (including those that are to be transferred to the Acquired Companies pursuant to Sections 2.1.6 or 2.1.17) does not constitute more than ten percent (10%) of the average daily flow of influent wastewater at any "publicly owned treatment works" (as that term is defined in 40 C.F.R. Section 403.3(o)) to which such wastewater is delivered. Except as set forth on Schedule 7.18.8, to the Knowledge of ConAgra, each publicly owned treatment works treating wastewater generated from such real property or facilities is in compliance in all material respects with such publicly owned treatment work's current wastewater discharge permit. Except as set forth on Schedule 7.18.8, in connection with the Businesses, other than authorizations under which wastewater generated by an Acquired Company is discharged to a public owned treatment works, neither ConAgra nor any Acquired Company has agreed or been requested to, nor, to the Knowledge of ConAgra, is any Acquired Company expected to be requested to, enter into any enforceable commitment or guarantees regarding the use of or financing of any Hazardous Material present at the Property. True and correct copies of all written environmental reports, including but not limited to, Phase I environmental site assessments, Phase II or greater environmental investigation reports, compliance audits, or other assessments, reports, inspections conducted for Seller by independent, unrelated third persons and related to the Property or Seller’s operations on, at, or relating to the Property have been made available to Buyer for copying and/or inspection to the extent that the same are in the possession of the Seller. If Seller is found to not be in compliance with this Section 7(s) in any way, Buyer shall have the right to request Seller to cure the same in like manner as provided in Section 9 below, and if the same are not timely cured, Buyer shall have the right to rescind this Agreement or waive such defect, which defects may only be waived in writing. In the event Buyer elects to thus rescind this Agreement, the Deposit shall be immediately refunded to Buyer and the parties shall be discharged from all further obligation or liability under this Agreement. For purposes of this Agreement:publicly owned treatment works.
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