Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law. (b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws. (d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Merger Agreement (COV Delaware Corp), Merger Agreement (Ev3 Inc.), Merger Agreement (Covidien PLC)
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect The Administrative Borrower will deliver to the business of, Administrative Agent as soon as practicable following the sending or properties owned or leased by, receipt thereof by the Company Administrative Borrower or any of its Subsidiaries from Restricted Subsidiaries, a copy of any Governmental Entity and all written communications with respect to (A) any Environmental Claim that, individually or third party that remains outstanding alleging that in the Company aggregate, has a reasonable possibility of giving rise to a Material Adverse Effect; (B) any Release required to be reported by the Administrative Borrower or any of its Restricted Subsidiaries is not in compliance with to any Laws governing pollution federal, state, provincial, municipal or the protection of human health local governmental or the environmentregulatory agency or other Governmental Authority that reasonably could be expected to have a Material Adverse Effect, (iiC) has caused any “release” of a “hazardous substance” (as those terms are defined in request made to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company Administrative Borrower or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Administrative Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which release remains unresolved, is reasonably expected to have a Material Adverse Effect and (iiiD) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or subject to the Company’s knowledge, proposed for listing, on limitations set forth in the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”proviso to Section 5.01(j), or on such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary matters disclosed pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Lawthis Section 5.09(a).
(b) The Company Administrative Borrower shall promptly take, and shall cause each of its Restricted Subsidiaries has obtained promptly to take, any and all permits required by actions necessary to (i) cure any violation of or noncompliance with any applicable Environmental Law necessary to enable them to conduct their respective businesses as currently conducted by the Administrative Borrower or its Restricted Subsidiaries, and are address with appropriate corrective or remedial action any Release or threatened Release of Hazardous Materials at or from any Facility, in compliance with such permitseach case, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, that could reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force Effect and effect and, (ii) make an appropriate response to any Environmental Claim against the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension Administrative Borrower or any adverse modification of its Restricted Subsidiaries and discharge any such permitsobligations it may have to any Person thereunder, except in each case, where the failure to have any such Permit would notdo so could reasonably be expected to have, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Credit Agreement (Syneos Health, Inc.), Credit Agreement (Syneos Health, Inc.), Credit Agreement (INC Research Holdings, Inc.)
Environmental. Except as disclosed in the Questionnaires:
(a1) Neither None of the Company Premises nor any of its Subsidiaries the Borrower Entities are in violation of, or subject to, any pending or, to Borrower'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 applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to any of the Premises;
(i2) All permits, licenses or similar authorizations required to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Premises by reason of any Environmental Laws have been obtained except to the extent that failure to obtain such permits, licenses or similar authorizations would not reasonably be expected to result in a Material Adverse Effect;
(3) No Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Premises, except in Permitted Amounts;
(4) None of the Premises contain Hazardous Materials, except in Permitted Amounts, or USTs;
(5) To the best knowledge of Borrower, there is no threat of any Release migrating to any of the Premises 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 any of the Premises;
(7) None of the Borrower Entities has received any written notice or other written communication from any person or entity (including but not limited to a Governmental Authority) relating to Hazardous Materials or Remediation thereof in excess of Permitted Amounts, of possible liability of any person or entity pursuant to any Environmental Law in connection with respect to any of the business ofPremises, other environmental conditions in connection with any of the Premises, or properties owned any actual or leased by, the Company potential administrative or judicial proceedings in connection with any of its Subsidiaries the foregoing;
(8) All information known to any of the Borrower Entities or contained in the files of any of the Borrower Entities relating to any Environmental Condition or Releases of Hazardous Materials in, on, under or from any Governmental Entity of the Premises, other than in Permitted Amounts, has been provided, or third party that remains outstanding alleging that made available, to Lender, including, without limitation, information relating to all prior Remediation;
(9) All of the Company 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 Entities has allowed any tenant or other user of any of its Subsidiaries is not in compliance with the Premises to do any Laws governing pollution or act that materially increased the protection of dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (iiwhether 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 in connection with such insurer providing insurance for the Premises in accordance with the terms of the Loan Documents, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to any of the Premises in any material respect; and
(10) has caused any “release” of a “hazardous substance” (as those terms are defined The information and disclosures in the Comprehensive Environmental ResponseQuestionnaires are true, Compensation, correct and Liability Act, 42 U.S.C. § 9601 et seq.), complete in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification ofall material respects, and the Company person or persons executing the Questionnaires were duly authorized to do so. Lender has no knowledge of, any potential responsibility 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 liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply 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 Permit would not, individually, representations and warranties and that Environmental Insurer shall have all rights and remedies available at law or in the aggregateequity as a result of a breach of such representations and warranties, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andincluding, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitationextent applicable, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇right of subrogation.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Loan Agreement (Friendly Ice Cream Corp), Loan Agreement (Friendly Ice Cream Corp), Loan Agreement (Friendly Ice Cream Corp)
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted are, and are have been, in compliance with such permitsall applicable Environmental Laws (which compliance includes, but is not limited to, the possession by the Company and its Subsidiaries of all permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof, and the development and implementation of all required health and safety and employee training programs required under Environmental Laws), except where the failure to obtain or comply with any such Permit be in compliance would not, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) Except as would not have a Company Material Adverse Effect, (i) there is no Environmental Claim pending or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries, and, (ii) there are no facts or conditions relating to the Company or any of its Subsidiaries that would result in any such Environmental Claim.
(c) The There have been no Releases of any Hazardous Material at any property currently or formerly owned, operated or used in connection with the operations of the Company previously has made available or any Subsidiary, or relating to Parent copies the operations of all environmental site assessments prepared by the Company or any personSubsidiary, that could reasonably be expected to form the basis of any Environmental Claim against the Company or any of its Subsidiaries that would, individually or in the aggregate, have a Company Material Adverse Effect, and permits required under Environmental Laws and all other material correspondence with neither the Company nor any of its Subsidiaries has received notice from any person or Governmental Entities Entity alleging that any of them is, or might be potentially responsible for, any Release of Hazardous Materials that would, individually or in the Company’s possession relating to compliance with Environmental Lawsaggregate, have a Company Material Adverse Effect.
(d) For purposes Neither the Company nor any Subsidiary has assumed by contract, agreement or operation of law any liability or obligation under Environmental Law that would, individually or in the aggregate, have a Company Material Adverse Effect.
(e) No Consent of, or registration, application, notice, disclosure, or filing with any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety Agreement or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection consummation of the environment which regulate the management transactions contemplated hereby pursuant to any Environmental Property Transfer Act or disposal of biological agents or substances including medical or infectious wastesPermit as required by Environmental Law.
Appears in 3 contracts
Sources: Merger Agreement (Flir Systems Inc), Merger Agreement (Flir Systems Inc), Merger Agreement (Icx Technologies Inc)
Environmental. The only representations and warranties given in respect to Environmental Laws, Environmental Permits, Environmental Claims, or other environmental matters are those contained in this Section 5.10, and none of the other representations and warranties contained in this Agreement will be deemed to constitute, directly or indirectly, a representation and warranty with respect to Environmental Laws, Environmental Permits, Environmental Claims, other environmental matters, or matters incident to or arising out of or in connection with any of the foregoing. All such matters are governed exclusively by this Section 5.10.
(a) Neither the Company nor any of its Subsidiaries Except as set forth on Schedule 5.10(a)-1, (i) has received any written notice Seller presently possesses all Environmental Permits necessary to own, maintain, and operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Business as it is currently being operated and conducted, except with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with possess any such Permit would notEnvironmental Permits that, individually, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, (ii) with respect to the Company’s knowledgePurchased Assets and the Business, there are Seller is in compliance in all material respects with the requirements of such material Environmental Permits and Environmental Laws, and (iii) Seller has received no pending written notice or threatened claims that seek the revocationinformation of an intent by an applicable Governmental Entity to suspend, cancellationrevoke, suspension or any adverse modification of withdraw any such permitsEnvironmental Permits, except where the failure with respect to have any such Environmental Permit would notthat, individuallyif suspended, revoked or withdrawn, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. To Seller’s Knowledge as of the date hereof, Schedule 5.10(a)-2 sets forth a list of all material Environmental Permits held by Seller for the operation of the Business.
(b) Except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 5.10(b), neither Seller nor any Affiliate of Seller has received within the last three (3) years any written notice, report, or other information regarding any actual or alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Business or the Purchased Assets arising under Environmental Laws. To Seller’s Knowledge as of the date hereof, Schedule 5.10(b) sets forth a list of the written notices, reports or information that Seller or any Affiliate of Seller has received within the last three (3) years regarding any such actual or alleged violations of Environmental Laws or Environmental Permits.
(c) The Company previously Except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 5.10(c), (i) there is and has made available been no Release from, in, on, or beneath the Real Property that could form a basis for an Environmental Claim, and (ii) there are no Environmental Claims related to Parent copies the Purchased Assets or the Business, which are pending or, to Seller’s Knowledge, threatened against Seller. To Seller’s Knowledge as of the date hereof, Schedule 5.10(c) sets forth a list of all environmental site assessments prepared by any personReleases from, in, on or beneath the Real Property that could form the basis for an Environmental Claim, and permits required under of all Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state Claims pending or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises threatened against Seller that are located, pertaining principally related to the protection of human health, safety Purchased Assets or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Business.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Partnership Interests Purchase Agreement, Asset Purchase Agreement, Partnership Interests Purchase Agreement (Black Hills Corp /Sd/)
Environmental. Except as would not have a Company Material Adverse Effect:
(a) Neither the Company and its Subsidiaries are, and since July 21, 2021, have been, in compliance with all applicable Environmental 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 (i) has received any written notice with respect to the business ofnotice, demand, letter, or properties owned or leased by, the Company or any of its Subsidiaries claim from any Person, including any Governmental Entity or third party that remains outstanding Authority, alleging that the Company or any of its Subsidiaries has been or is not in compliance with violation or potentially in violation of any Laws governing pollution applicable Environmental Law or the protection of human health or the environment, otherwise may be liable under any applicable Environmental Law;
(iid) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of neither the Company or 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 release remains unresolvedthe primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law;
(iiie) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Knowledge of the Company’s knowledge, proposed for listingwith respect to the Leased Real Property, there have been no Releases on the National Priorities List or the Comprehensive 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 Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Law or result in liability pursuant to applicable Environmental Response, Compensation and Liability Act Law with respect to remediation conducted by other Persons;
(“CERCLA”), or on any comparable state governmental lists, or (ivf) has received written notification of, and neither the Company has no knowledge of, nor any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required been identified by Environmental Law necessary to enable them to conduct their respective businesses any Governmental Authority as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension potentially responsible party under CERCLA or any adverse modification of similar state or foreign Law at any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.site; and
(cg) The the Company previously has made available to Parent prior to the date of this Agreement true, correct and complete copies of all any environmental site reports, studies, assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities environmental information prepared since July 21, 2021 in the Company’s its possession relating to compliance with Environmental Lawsthe Company or its Subsidiaries and its current or former properties or operations.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Merger Agreement (Matterport, Inc./De), Merger Agreement (Costar Group, Inc.), Merger Agreement (Matterport, Inc./De)
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) subsidiaries has received any written notice with respect of, or, to the business ofknowledge of the Company, is subject to, any pending or threatened action, cause of action, claim, or properties owned investigation alleging liability under or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in non-compliance with any Applicable Laws governing relating to pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act environment (“CERCLAEnvironmental Laws”), or on any comparable state governmental listsexcept for such actions, causes of action, claims, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant investigations that would not reasonably be expected to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) have a Material Adverse Effect. The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and subsidiaries are in compliance with such permitsall Environmental Laws, except where the failure to obtain or so comply with any such Permit would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. All such The Company and each of its subsidiaries holds and is in compliance with all permits are in full force and effect and, required to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permitsbe held by it under Environmental Laws, except where the failure to have hold any such Permit permit or to comply with any such permit would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.
(b) To the knowledge of the Company, there has been no spill, discharge, leak, emission, injection, disposal, escape, dumping, or release of any kind (collectively, “Release”) of any pollutants, contaminants, hazardous substances, hazardous chemicals, toxic substances, hazardous wastes, infectious wastes, radioactive materials, materials, petroleum (including crude oil or any fraction thereof) or solid wastes, including those defined in any Environmental Law (“Hazardous Materials”), on, beneath, above, or into any of the Owned Real Property or the Leased Real Property, except for any Releases permitted by law or that have not had and would not reasonably be expected to have a Material Adverse Effect.
(c) The Company previously has made available Except for any matters that have not had and would not reasonably be expected to Parent copies have a Material Adverse Effect, there is no Environmental Claim pending or, to the knowledge of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with , threatened against the Company or any of its subsidiaries or against any person or entity whose liability for such Environmental Laws.
(d) For purposes Claim the Company or any of this Agreement, its subsidiaries has retained or assumed either contractually or by operation of law. “Environmental LawsClaim” means any applicable Federalnotice by a person or entity alleging potential liability (including potential liability for investigatory costs, state cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or local Lawspenalties) arising out of, in each case as amended and in effect in based on, or resulting from (i) the jurisdiction in which the applicable site presence, or premises are located, pertaining to the protection of human health, safety or release into the environment, including without limitationof any material or form of energy at any location, whether or not owned by the following statutes and all regulations promulgated thereunder: CERCLACompany or any of its subsidiaries; or (ii) circumstances forming the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇basis of any violation, ▇▇ ▇or alleged violation, of any Environmental Law.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Merger Agreement (Hostopia.com Inc.), Merger Agreement (Deluxe Corp), Merger Agreement (Hostopia.com Inc.)
Environmental. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(a) Neither the Company and its Subsidiaries are and, except for matters which have been resolved, have been in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations under applicable Environmental Laws;
(b) as of the date of this Agreement, there is no pending or, to the 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 (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries a request for information from any Person, including any Governmental Entity or third party that remains outstanding Authority, alleging that the Company or any of its Subsidiaries has been or is not in compliance with actual or potential violation of any Laws governing pollution applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved. Neither the protection Company nor any of human health its Subsidiaries is a party or the environmentsubject to any Order pursuant to Environmental Law;
(c) there have been no Releases of Hazardous Materials on or underneath any location that has resulted, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined or is reasonably likely to result in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of an obligation by the Company or any of its Subsidiaries which release remains unresolvedto remediate such Releases pursuant to applicable Environmental 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 delivered or otherwise made available for inspection to the Parent copies of any material reports, investigations, audits, assessments (iiiincluding Phase I or II environmental site assessments), studies or other material documents in the possession of or reasonably available to the Company or any of its Subsidiaries pertaining to: (i) any unresolved claims arising under or related to any Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of by the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, its Subsidiaries; or (2iii) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to its Subsidiaries’ compliance with applicable Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Merger Agreement (Welbilt, Inc.), Merger Agreement (Middleby Corp), Merger Agreement (Welbilt, Inc.)
Environmental. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(a) Neither the Company and each Company Subsidiary are and since January 1, 2020 have been in compliance with all applicable Environmental Laws, including possessing and complying with all Company Permits required for their operations in accordance with Environmental Laws, which includes compliance with all Environmental Laws governing the registration or authorization of the use of Hazardous Materials in products;
(b) (i) no Proceeding against the Company or any Company Subsidiary relating to any Environmental Law is pending or threatened in writing, (ii) neither the Company nor any of its Subsidiaries (i) Company Subsidiary has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries a written request for information from any Person, including any Governmental Entity or third party that remains outstanding Authority, alleging that the Company or any Company Subsidiary has been or is in actual or potential violation of its Subsidiaries any Environmental Law or otherwise may have liability under any Environmental Law, the subject of which notice or request is not unresolved and (iii) neither the Company nor any Company Subsidiary is a party or subject to any ongoing obligations pursuant to any Order or agreement resolving any alleged violation of or liability under any Environmental Law;
(c) no Hazardous Materials have been released by the Company or any Company Subsidiary, or, to the Knowledge of the Company, by any third party at, on, under or from any real property currently or formerly owned, leased or operated by the Company or any Company Subsidiary in compliance a manner or to a degree that has resulted in or is reasonably likely to result in an obligation for the Company or any Company Subsidiary to report, investigate, remediate or otherwise respond to such releases in accordance with Environmental Law or that otherwise has resulted in or is reasonably likely to result in liability to the Company or any Company Subsidiary under any Environmental Law;
(d) neither the Company nor any Company Subsidiary has entered into any written agreement or to the Knowledge of the Company incurred any legal obligation that may require it to pay to, reimburse, or indemnify any other Person from or against liabilities or costs in connection with any Laws governing pollution Environmental Law, or relating to the protection of human health generation, use, storage, disposal or the environment, exposure to Hazardous Materials; and
(iie) has caused no capital improvements currently are required or planned to be undertaken at any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated Company Subsidiary owned or leased any premises that is listed, properties for the purpose of achieving or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to maintaining compliance with Environmental Laws or Company Permits issued pursuant to Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Merger Agreement (Seagen Inc.), Merger Agreement (Pfizer Inc), Acquisition Agreement
Environmental. (a) Neither The Sold Companies are in material compliance with all, and have not violated in any material respects any, material Environmental Laws. The Sold Companies possess and comply in all material respects with all, and have not violated in any material respects any, material Permits required under any material Environmental Law for their respective operations as currently, and none of the Company nor any of its Subsidiaries (i) Sold Companies has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listednotice, or to the Company’s knowledgeKnowledge of Seller, proposed for listingother communication that any such Permit will be revoked, on not re-issued, or materially modified in a manner adverse to the National Priorities List or the Comprehensive Environmental Response, CompensationSold Companies, and Liability Information Systemto the Knowledge of Seller there is no basis for such written notice or communication. There are no Actions pending or, both to the Knowledge of Seller, threatened against or affecting, the Sold Companies (i) alleging any violation of or liability under any Environmental Law, or (ii) arising out of the presence or release of any substance or material listed, classified or regulated by any Governmental Entity as maintained under toxic or hazardous, as a pollutant or contaminant, or as any other words having the Federal Comprehensive Environmental Response, Compensation and Liability Act same or similar meaning (“CERCLAMaterials of Environmental Concern”), or on any comparable state governmental liststhat, or in each case under clauses (ivi) has received written notification ofand (ii), and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, could reasonably be expected to have a Company Material Adverse Effectmaterially and adversely affect the Sold Companies. All such permits are in full force and effect None of the Sold Companies is subject to or affected by any material Order under any Environmental Law or regarding any release of Materials of Environmental Concern. None of the Sold Companies has released any Materials of Environmental Concern at any property currently or formerly operated by any of them and, to the Company’s knowledgeKnowledge of Seller, there no Materials of Environmental Concern are no pending otherwise present at or threatened claims that seek affecting any property operated by the revocation, cancellation, suspension Sold Companies or any adverse modification of other location (including any such permitsfacility for the treatment, except where the failure to have any such Permit would not, individuallystorage, or disposal of Materials of Environmental Concern), in the aggregateeach case, under such circumstances or under such conditions that could reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously result in material liability to the Sold Companies pursuant to Environmental Laws or to materially and adversely affect any of them. None of the Sold Companies has assumed or retained, by contract or by operation of Law, any liability under Environmental Laws or regarding any release of Materials of Environmental Concern that, in each case, could reasonably be expected to be material to the Sold Companies. Seller has made available to Parent copies of Buyer all environmental site assessments prepared investigations, studies, audits, tests, reviews or other environmental analyses in the possession of Seller and related to the current business of any Sold Company or any property or facility leased by any personSold Company since August 26, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement2011. As used herein, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended Laws and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws Orders relating to protection of the environment which regulate the management environment, or disposal protection of biological agents or substances including medical or infectious wasteshuman health and safety as may be affected by exposure to Materials of Environmental Concern.
Appears in 3 contracts
Sources: Stock Purchase Agreement (SMART Global Holdings, Inc.), Stock Purchase Agreement (SMART Global Holdings, Inc.), Stock Purchase Agreement (SMART Global Holdings, Inc.)
Environmental. (a) The Company and its Subsidiaries are, and have been, in compliance with all applicable Laws relating to the protection of the environment, natural resources (including wetlands, wildlife, aquatic and terrestrial species and vegetation) or of human health and safety, or to the management, use, transportation, treatment, storage, disposal or arrangement for disposal of Materials of Environmental Concern (collectively, “Environmental Laws”), except for such noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The Company and its Subsidiaries (i) have received, possess and are in compliance with all permits, licenses, exemptions and other approvals required of them under applicable Environmental Laws to conduct their respective businesses as presently conducted (“Environmental Permits”), (ii) are not subject to any action to revoke, terminate, cancel, limit, amend or appeal any such Environmental Permits, and (iii) have paid all fees, assessments or expenses due under any such Environmental Permits, except for such failures to receive and comply with Environmental Permits, or any such actions, or failure to pay any such fees, assessments or expenses that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(c) Except with respect to matters that have been fully and finally settled or resolved, (i) there are no Legal Proceedings under any Environmental Laws pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, and, to the Knowledge of the Company, there are no such Legal Proceedings pending against any other Person that would reasonably be expected to materially adversely affect the Company or any of its Subsidiaries, and (ii) the Company and its Subsidiaries have not received written notice of any actual or potential liability of the Company for the investigation, remediation or monitoring of any Materials of Environmental Concern at any location, or for any violation of Environmental Laws or Environmental Permits, where such Legal Proceedings or liability would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(d) None of the Company or any of its Subsidiaries has entered into any consent decree, settlement or other agreement with any Governmental Entity, and none of the Company or its Subsidiaries is subject to any Order, in either case relating to any Environmental Laws, Environmental Permits or to Materials of Environmental Concern, except for such consent decrees, settlements, agreements or Orders that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(e) There has been no release, disposal or arrangement for disposal of any Materials of Environmental Concern by the Company or its Subsidiaries at, from or to any real property currently or, to the Knowledge of the Company, formerly owned, leased or operated by the Company or its Subsidiaries that would reasonably be expected to (i) give rise to any liability of the Company or any of its Subsidiaries under any Environmental Law, or (ii) prevent the Company or any of its Subsidiaries from complying with applicable Environmental Laws or Environmental Permits, except for such Legal Proceedings, liability or burden or non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(f) Neither the Company nor any of its Subsidiaries (i) has received assumed or retained by Contract or operation of Law any written notice with respect liabilities of any other Person under Environmental Laws or concerning any Materials of Environmental Concern, where such assumption or acceptance of responsibility would reasonably be expected to the business ofhave, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(cg) The Company previously has made available None of the transactions contemplated under this Agreement will give rise to Parent copies any obligations to obtain the consent of all environmental site assessments prepared by or provide notice to any person, and permits required Governmental Entity under any Environmental Laws and all other material correspondence with Governmental Entities or Environmental Permits, except for such consents or notices the failure of which to obtain or provide as would not reasonably be expected to have, individually or in the Company’s possession relating to compliance with Environmental Lawsaggregate, a Material Adverse Effect.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Backstop Commitment Agreement (Legacy Reserves Inc.), Backstop Commitment Agreement (Legacy Reserves Inc.), Backstop Commitment Agreement (Legacy Reserves Inc.)
Environmental. (a) Neither Except as to matters that would not reasonably be expected to have, individually or in the Company nor any of its Subsidiaries (i) aggregate, a Material Adverse Effect, since January 1, 2017, no written notice, claim, demand, request for information, order, complaint or penalty has been received any written notice with respect to the business of, or properties owned or leased by, by the Company or any of its Subsidiaries from Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Governmental Entity or third party that remains outstanding alleging that applicable Environmental Laws, in each case relating to the Company or any of its Subsidiaries; (b) except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2017, the Company and each of its Subsidiaries is not has been in compliance with any Laws governing pollution all applicable Environmental Laws; (c) except as to matters that would not reasonably be expected to have, individually or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Responseaggregate, Compensationa Material Adverse Effect, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits permits, licenses and other approvals required by pursuant to Environmental Law for the operations of the business of the Company and its Subsidiaries, and since January 1, 2017 has maintained all financial assurances, necessary for its operations to enable them comply, in all respects, with all applicable Environmental Laws and is, and since January 1, 2017, to conduct their respective businesses as currently conducted and are the Knowledge of the Company, has been, in compliance with the terms of such permits, except where licenses and other approvals and financial assurance requirements; (d) no Hazardous Material is located at, on or under any property currently owned, operated or leased by the failure Company or any of its Subsidiaries that would reasonably be expected to obtain give rise to any cost, liability or comply with obligation of the Company or any such Permit of its Subsidiaries under any applicable Environmental Laws other than costs, liabilities or obligations related to asset retirement obligations incurred or anticipated to be incurred pursuant to Environmental Laws or costs, liabilities or obligations that would notnot reasonably be expected to have, individually, individually or in the aggregate, a Material Adverse Effect; and (e) since January 1, 2017, no Hazardous Materials have been generated, owned, treated, stored, handled, controlled, transported or Released by (or on behalf of) the Company or any of its Subsidiaries, or Released at any location, in a manner that would reasonably be expected to have a give rise to any cost, liability or obligation of the Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of its Subsidiaries under any such permitsapplicable Environmental Laws that would reasonably be expected to have, except where the failure to have any such Permit would not, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Backstop Commitment Agreement (Gulfmark Offshore Inc), Restructuring Support Agreement, Backstop Commitment Agreement
Environmental. (a) Neither Except as would not result, or reasonably be expected to result, individually or in the aggregate, in a Company nor any of its Subsidiaries Material Adverse Effect, no Hazardous Material (ias defined below) has received been released by Company (except as specifically authorized, such as by permits issued by a Governmental Entity), onto or under any written notice with respect to the business of, or properties owned or leased by, the property occupied by Company or any affiliate of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentCompany, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Responsenor, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on has any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental LawHazardous Material migrated beneath such properties.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary Except as would not result, or reasonably be expected to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsresult, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, reasonably be expected to have in a Company Material Adverse Effect. All such permits are , Company has not transported, stored, used, manufactured, disposed of, released, or exposed its employees or others to, Hazardous Materials (collectively, “Hazardous Materials Activities”) in full force violation of any Environmental Law (as defined below) in effect on or before the Effective Time.
(c) Company currently holds all environmental approvals, permits, licenses, clearances, and effect and, to consents necessary for the conduct of Company’s knowledgeHazardous Material Activities and other businesses of Company as such activities and businesses are currently being conducted (collectively, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits“Environmental Permits”), except where the failure absence of such Environmental Permits would not result, or reasonably be expected to have any such Permit would notresult, individually, individually or in the aggregate, reasonably be expected to have in a Company Material Adverse Effect.
(cd) The Company previously No legal action, proceeding, revocation proceeding, amendment procedure, writ, or injunction is pending and, to Company’s knowledge, no action, proceeding, revocation proceeding, amendment procedure, writ, or injunction has made available to Parent copies of all environmental site assessments prepared been threatened by any personGovernmental Entity against Company concerning any Environmental Permit, and permits required under Environmental Laws and all other material correspondence with Governmental Entities Hazardous Material, or any Hazardous Materials Activity of Company. Company has received no written notification that it is or may be liable for natural resource damages, the investigation or cleanup of Hazardous Materials, or for the response costs incurred by others in conducting such investigation or cleanup, which, in either case would not result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. To the knowledge of Company’s possession relating , no fact or circumstance currently exists that is reasonably likely to compliance with Environmental Lawsinvolve Company in any material environmental litigation or impose upon Company any material environmental liability.
(de) For purposes Company has not, either by agreement or (to Company’s knowledge) by operation of this Agreementlaw, “assumed or undertaken any liability (including future or contingent liabilities) of another person or entity under any Environmental Laws” means Law, including any applicable Federalobligation for investigation, state cleanup, corrective action, or local Lawsnatural resource damages with respect to Hazardous Materials.
(f) Neither Company nor, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection knowledge of human healthCompany, safety any of its agents, possess copies of any reports concerning the presence or the environmentpossible presence of released Hazardous Materials on real property currently or formerly owned, leased, or occupied by Company, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇any environmental site assessment reports.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Flow International Corp), Merger Agreement (Flow International Corp), Merger Agreement (Flow International Corp)
Environmental. (a) Neither Except as set forth on Schedule 3.08(a) and as otherwise would not reasonably be expected to be material to the Company nor Purchased Business or materially delay or impair any of the transactions contemplated hereby: (i) since January 1, 2013, no written notice, order, request for information, complaint or other communication or penalty has been received by any Seller or any of its Subsidiaries (i) has received any written notice Affiliates with respect to the business compliance of the Purchased Business or the Purchased Assets with any Environmental Laws or liability under any Environmental Laws, and there are no Actions (including any water audits) pending or threatened in writing, in each case, that allege a violation by or liability of, whether assumed contractually or properties owned or leased byby operation of Law, the Company Purchased Business or the Purchased Assets of or under any Environmental Law; and (i) the Purchased Business and the Purchased Assets are and, since January 1, 2013, have been in compliance with all applicable Environmental Laws.
(b) No Seller or any of its Subsidiaries Affiliates, or, to the Knowledge of the Sellers, no other Person has released, stored, deposited, discharged, buried, dumped or disposed of Hazardous Materials on or beneath the Purchased Assets, or from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or Purchased Assets into the environment, (ii) has caused any “release” except for such quantities of a “hazardous substance” (as those terms are defined Hazardous Materials released, stored, deposited, discharged, buried, dumped or disposed of in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.)ordinary course of business, in excess of a reportable quantity on material compliance with Environmental Laws and so as would not reasonably be expected to require any property that is used for the business of the Company material remediation, investigation or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary other response action pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(bc) The Company and each Without in any way limiting the generality of its Subsidiaries has obtained all permits required the foregoing, to the Knowledge of the Sellers, (i) other than as may contain substances in quantities not regulated by Environmental Law necessary to enable them to conduct their respective businesses Law, all underground storage tanks and above ground storage tanks, and the capacity and contents of such tanks, located on any Purchased Asset are specifically identified on Schedule 3.08(c), (i) other than as currently conducted and are contained substances in quantities not regulated by Environmental Law, all former underground storage tanks have been removed from or closed in place at the Purchased Assets in compliance with such permitsApplicable Law and those removed or closed in place since January 1, except where 2013 are listed on Schedule 3.08(c), (i) all PCBs or items containing PCBs in regulated amounts used or stored on any Purchased Assets are identified on Schedule 3.08(c), (i) with respect to the failure to obtain Purchased Assets, there are no underground injection ▇▇▇▇▇, radioactive materials or comply with septic tanks or waste disposal pits in which any such Permit would notHazardous Materials have been discharged or disposed, individually, or other than as have been used in the aggregateordinary course of business, in compliance in all material respects with all Environmental Laws, and as would not reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force require any material remediation or investigation pursuant to Environmental Law and effect and, to (v) none of the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to Purchased Assets have any such Permit would not, individually, associated acid mine drainage that constitutes a violation or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available give rise to Parent copies of all environmental site assessments prepared by any person, and permits required material liability under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental LawsLaw.
(d) For purposes Schedule 3.08(d) sets forth a true, complete and accurate list of this Agreementall consent decrees, decisions, judgments, settlements, consent orders, stipulations, decrees or similar orders (“Consent Decrees”) issued, entered or executed by a Governmental Authority pursuant to Environmental Laws” means Law and (i) by which any applicable FederalSeller or any of its Affiliates is bound or is a party, state or local Laws(ii) with respect to which any Purchased Asset is subject. The Sellers and their Affiliates are, and since January 1, 2013 have been, in each case as amended and compliance in effect in the jurisdiction in which the applicable site all material respect with all such Consent Decrees. Since January 1, 2013, no Seller or premises are locatedany of its Affiliates has received an written notification, pertaining or to the protection Knowledge of human healthSeller any other notice, safety from any Governmental Authority alleging any violation or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇noncompliance with any such Consent Decree.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Contura Energy, Inc.), Asset Purchase Agreement (Contura Energy, Inc.)
Environmental. (a) The property, assets and operations of the Company and its subsidiaries comply in all material respects with all applicable Hazardous Materials Laws and all governmental permits required thereunder relating to the use and/or operation thereof (except in each case to the extent that failure to comply with such Hazardous Materials Laws or applicable permits would not reasonably be expected to have a Material Adverse Effect).
(b) To the Knowledge of the Company, (i) none of the real properties currently or formerly owned, leased or operated by the Company or any subsidiary (including groundwater under such real properties) (the “Properties”) of the Company and its subsidiaries related thereto, is the subject of federal or state investigation mandating any remedial action, involving expenditures, which is needed to respond to a release of any Hazardous Materials into the environment where such expenditures could reasonably be expected to have a Material Adverse Effect, (ii) there are no underground storage tanks present on or under any of the Properties the presence of which could reasonably be expected to have a Material Adverse Effect, and (iii) there are no pending or threatened in writing: (A) actions or proceedings from any governmental agency or any other person or entity regarding the disposal of Hazardous Materials, or regarding any Hazardous Materials Laws or evaluation, or (B) liens or governmental actions, notices of violations, notices of noncompliance or other proceedings of any kind relating to any of the Hazardous Materials Laws with respect to the Properties where such actions, proceedings or liens could reasonably be expected to have a Material Adverse Effect.
(c) Neither the Company nor any of its Subsidiaries (i) subsidiaries has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not liability in compliance connection with any Laws governing pollution or the protection release of human health or any Hazardous Materials into the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listedexcept where such liability would not have, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have have, a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Investment Agreement (Bally Total Fitness Holding Corp), Investment Agreement (Bally Total Fitness Holding Corp)
Environmental. Except as disclosed to Rolling Thunder in writing:
(a) Neither the Company San Telmo is not aware of, nor any of its Subsidiaries has received:
(i) has received any written order or directive which relates to environmental matters that would have any Material Adverse Effect on San Telmo and the Subsidiary (taken as a whole) and which requires any material work, repairs, construction, or capital expenditures; or
(ii) any demand or notice with respect to the business ofmaterial breach of any environmental, health or properties owned safety law applicable to either of San Telmo or leased by, the Company Subsidiary or any of its Subsidiaries from their business undertakings, including, without limitation, any Governmental Entity or third party that remains outstanding alleging that regulations respecting the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentuse, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Responsestorage, Compensationtreatment, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listedtransportation, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability disposition of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.environmental contaminants;
(b) The Company to the best of the knowledge of San Telmo, all environmental and each health and safety permits, licences, approvals, consents, certificates and other authorizations of any kind or nature ("Environmental Permits") necessary for the ownership, operation, development, maintenance, or use of any of its Subsidiaries has assets have been obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are maintained in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.effect;
(c) The Company previously has made available to Parent copies the best of the knowledge of San Telmo, San Telmo, the Subsidiary, their respective assets and the ownership, operation, development, maintenance and use thereof are in material compliance with all applicable laws relating to the protection of the environment and employees and public health and safety ("Environmental Laws") and with all terms and conditions of all environmental site assessments prepared by any personEnvironmental Permits, and permits required under Environmental Laws all prior instances of non-compliance have been fully and finally resolved to the satisfaction of all other material correspondence governmental authorities with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.jurisdiction over such matters;
(d) For purposes no investigations or complaints by any Governmental Entity with respect to any environmental matter pertaining to or affecting the business or the assets of this Agreement, “San Telmo or the Subsidiary is currently outstanding or threatened to the knowledge of San Telmo;
(e) all known spills or similar incidents pertaining to or affecting the business or the assets of San Telmo or the Subsidiary have been reported to the appropriate Governmental Entity to the extent required by Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, ; and
(f) all waste disposal pertaining to or affecting the protection of human health, safety business or the environment, including without limitation, assets of San Telmo or the following statutes Subsidiary has been and is being conducted in accordance with all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇applicable Environmental Laws.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Arrangement Agreement (San Telmo Energy LTD), Arrangement Agreement (San Telmo Energy LTD)
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice Lessee and its Subsidiaries are in compliance with respect all applicable Environmental Laws and Environmental Permits, and to Lessee's knowledge, no circumstances exist that would prevent or interfere with such compliance during the term of the Lease, except to the business extent that any such non-compliance, individually or in the aggregate, would not have a Material Adverse Effect;
(ii) Lessee and its Subsidiaries have obtained all Environmental Permits required for the occupancy and operation of their property, equipment, and facility, except to the extent that any such failure to obtain such Environmental Permits, individually or in the aggregate, would not have a Material Adverse Effect;
(iii) there are no past, pending, or threatened Environmental Claims against Lessee or its Subsidiaries, and Lessee is not aware of any facts or circumstances which could reasonably be expected to form the basis for any Environmental Claim against Lessee or its Subsidiaries, except to the extent that any such Environmental Claims if adversely decided, individually or in the aggregate, would not have a Material Adverse Effect;
(iv) except as expressly set forth in the Environmental Audit and on Exhibit R, no Hazardous Materials are present, no Releases of Hazardous Materials have occurred at, from, in, on, under, to, or adjacent to the Property during such time as Lessee has been in possession of the Property, and to Lessee's knowledge, no Releases of Hazardous Materials have ever occurred at, from, in, on, under, to, or adjacent to the Property;
(v) Lessee and its Subsidiaries have not transported, disposed of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used arranged for the business treatment, storage, handling or disposal of the Company any Hazardous Materials at any off-site location which is an Environmental Cleanup Site;
(vi) No facility or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly property now owned, operated or leased any premises that by Lessee or its Subsidiaries is listedor was previously an Environmental Cleanup Site; and no facility or property previously owned, operated or to leased by Lessee or its Subsidiaries was an Environmental Cleanup Site during the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability time of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental LawLessee's ownership.
(bvii) The Company and each of its Subsidiaries has obtained all permits required by There are no Liens arising under or pursuant to Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitson any property, except where the failure to obtain or comply with any such Permit would not, individuallyfacility, or in the aggregateequipment currently owned, operated or leased by Lessee or its Subsidiaries, and there are no facts, circumstances or conditions that could reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or result in the aggregate, reasonably be expected to have imposition of such a Company Material Adverse Effect.Lien; and
(cviii) The Company previously has made available to Parent copies Costs of all environmental site assessments prepared by any person, and permits required under compliance with applicable Environmental Laws and all other material correspondence Environmental Permits in connection with Governmental Entities in the Company’s possession relating Property or Lessee's or its Subsidiaries' operations, are not expected to compliance with Environmental Laws.
(d) For purposes materially increase during the term of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Lease.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Purchase and Master Lease Agreement (Novellus Systems Inc), Purchase and Master Lease Agreement (Novellus Systems Inc)
Environmental. (a) Except as set forth in Schedule 3.13(a), the Company and each of its Subsidiaries is in compliance with all applicable Environmental Laws (as defined below) (which compliance includes, but is not limited to, the possession by the Company and each of its Subsidiaries of all permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof), except such failures to be in compliance, individually or in the aggregate, as have not had and would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business ofcommunication, whether from a Governmental Entity, citizens group, employee or properties owned or leased byotherwise, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution Environmental Laws, and there are no past or present actions, activities, circumstances, conditions, events or incidents that are reasonably likely to prevent or interfere with such compliance in the protection of human health or the environmentfuture.
(b) Except as set forth in Schedule 3.13(b), (ii) has caused any “release” of a “hazardous substance” there is no Environmental Claim (as those terms are defined below) pending or, to the best knowledge of the Company, threatened, against the Company or any of its Subsidiaries or, to the best knowledge of the Company, against any Person whose liability for any Environmental Claim the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seqeach case which has had or would reasonably be expected to have a Material Adverse Effect.
(c) Except as set forth in Schedule 3.13(c), there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the Release or presence of any Hazardous Material (as defined below) which could reasonably be expected to form the basis of any Environmental Claim against the Company or any of its Subsidiaries, or to the best knowledge of the Company, against any Person whose liability for any Environmental Claim the Company has or may have retained or assumed either contractually or by operation of law, in excess each case which has had or would reasonably be expected to have a Material Adverse Effect.
(d) The Company has delivered or otherwise made available for inspection to Purchaser true, complete and correct copies and results of a reportable quantity on any property that is used for the business of reports, studies, analyses, tests or monitoring possessed by the Company or any of its Subsidiaries which release remains unresolvedhave been prepared since January 1, (iii) 1997 pertaining to Hazardous Materials in, on, beneath or adjacent to any property currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of by the Company or any Subsidiary pursuant to the provisions of (1) CERCLAits Subsidiaries, or (2) regarding the Company's or any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in Subsidiaries' compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with applicable Environmental Laws.
(de) For purposes of this Agreement, “Environmental Laws” "Cleanup" means any applicable Federalall actions required to: (i) cleanup, state remove, treat or local Laws, in each case as amended and in effect remediate Hazardous Materials in the jurisdiction in which indoor or outdoor environment; (ii) prevent the applicable site Release of Hazardous Materials so that they do not migrate, endanger or premises are located, pertaining threaten to the protection of human health, safety endanger public health or welfare or the indoor or outdoor environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.;
Appears in 2 contracts
Sources: Merger Agreement (D&b Acquisition Sub Inc), Merger Agreement (Dave & Busters Inc)
Environmental. (a) Neither Except for noncompliance that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of and its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensationall, and Liability Acthas not violated any, 42 U.S.C. § 9601 et seq.)Environmental Laws, in excess of a reportable quantity on any property that is used for which compliance includes the business of possession by the Company or any of and its Subsidiaries which release remains unresolvedof permits and other governmental authorizations required for their operations under Environmental Laws, and compliance with the terms and conditions thereof.
(iiib) currently ownsThere is no Environmental Claim pending against or, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Knowledge of Company’s knowledge, proposed for listing, on the National Priorities List threatened against or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of affecting the Company or any Subsidiary pursuant that would have or reasonably be expected to the provisions of (1) CERCLAhave, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) There are no and have been no releases or threatened releases of Hazardous Materials by or on behalf of the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other Person, including with respect to the Company Real Property currently owned, leased or operated by the Company or any of its Subsidiaries or any other location (including any other currently or formerly owned, leased or operated property or location used for the storage, disposal, recycling or other handling of any Hazardous Materials), that require a Cleanup or that could reasonably be expected to result in liability of the Company or any of its Subsidiaries under any Environmental Law, except for any Cleanup or liability that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(d) 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 obligation under any Environmental Law or concerning any Hazardous Materials that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(e) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under material Environmental Laws and all other Reports containing material correspondence with Governmental Entities information to the extent in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in reasonably within the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection control of the environment which regulate the management Company or disposal any of biological agents or substances including medical or infectious wastesits Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (NXP Semiconductors N.V.), Merger Agreement (Freescale Semiconductor, Ltd.)
Environmental. (a) Neither None of the Company nor real properties currently or formerly owned, leased or operated by any Seller (including groundwater under such real properties) (the “Properties”) is the subject of its Subsidiaries federal or state investigation regarding a release of any Hazardous Materials into the environment, nor, to the Knowledge of Sellers, have any Hazardous Materials been stored, used, or released, in a quantity or manner at or on the Properties or at any off-site location, which would reasonably be expected to result in any obligations to pay for or perform any remedial action, that would, individually or in the aggregate, have a Sellers Material Adverse Effect.
(ib) has Sellers have not received any written or other notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that any other Person regarding any pending or threatened Proceedings or other liability regarding the Company disposal of Hazardous Materials or any alleged violation of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other liability under Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with Laws where such permitsactions or proceedings would, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Sellers Material Adverse Effect.
(c) The Company previously To the Knowledge of Sellers, no Seller has made available to Parent copies any liability in connection with any release of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in Hazardous Materials into the Company’s possession relating environment or related to compliance with Environmental Laws, except where such liability would not, individually or in the aggregate, have a Sellers Material Adverse Effect.
(d) For purposes of this Agreement, “The Air Emissions Credits and Allowances identified on Schedule 2.1(m) have been validly obtained by Sellers in compliance with applicable Environmental Laws” means any applicable Federal.
(e) Sellers have delivered or made available to Buyer complete and accurate copies of all material environmental reports, state audits, and assessments prepared by or local Laws, in each case as amended and in effect for the Sellers that are in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation ActSellers’ possession, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state well as all material correspondence with Governmental Authorities or local statute of similar effect; and any Laws other Persons relating to protection environmental conditions or environmental compliance matters at the Facilities and the Properties and concerning the operation of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastesBusiness.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Constellation Energy Group Inc)
Environmental. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole:
(a) Neither the Company nor and its Subsidiaries are in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations under applicable Environmental Laws;
(b) as of the date of this Agreement, there is no Proceeding or Order pending or, to the Knowledge of the Company, threatened pursuant to any Environmental Law against the Company or any of its Subsidiaries Subsidiaries;
(ic) has received any written notice with respect to as of the business ofdate of this Agreement, or properties owned or leased by, none of the Company or any of its Subsidiaries from any Governmental Entity has received notice or third party that remains outstanding a request for information alleging that the Company or any of its Subsidiaries has been or is not in compliance 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;
(d) there have been no Releases of Hazardous Materials on or underneath any location that is 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 result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and
(e) the Company has delivered or otherwise made available for inspection to the Parent copies of any Laws governing pollution Phase I or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined II environmental site assessments in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business possession of the Company or any of its Subsidiaries which release remains unresolvedpertaining to (i) any unresolved claims arising under or related to any Environmental Law; (ii) any Hazardous Materials in, (iii) on, beneath or adjacent to any property currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of by the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, its Subsidiaries; or (2iii) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to its Subsidiaries’ compliance with applicable Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Rockwell Collins Inc)
Environmental. (a) Except as would not have a Company Material Adverse Effect:
(i) the Company and its Subsidiaries are, and since January 1, 2021 have been in compliance with all applicable Environmental Laws, including possessing and complying with all Company Permits required for their operations under applicable Environmental Laws;
(ii) there is no pending or, to the Knowledge of the Company, threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries;
(iii) since January 1, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice 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, which violation or liability is unresolved;
(iv) as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law; and
(v) to the Knowledge of the Company, there have been no Releases of Hazardous Materials at any location, including any current or formerly owned, leased or operated properties, such that it has caused environmental contamination at such real properties that is reasonably likely to result in any obligation to remediate such environmental contamination by, or result in liability to, the Company or any of its Subsidiaries pursuant to applicable Environmental Law.
(b) Neither the Company nor any of its Subsidiaries (i) has received any written notice assumed, undertaken or provided an indemnity with respect to the business of, any material liability or properties owned obligation of any other Person relating to Hazardous Materials or leased by, Environmental Law.
(c) Neither the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or nor any of its Subsidiaries is not in compliance with required by any Laws governing pollution or Environmental Law, as a result of the protection of human health or the environmenttransactions contemplated by this Agreement (other than any Divestiture Action), (i) to perform a site assessment for Hazardous Materials, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Responseto remove or remediate Hazardous Materials, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates to receive approval from any Governmental Authority or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary other Person pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (SP Plus Corp), Merger Agreement (SP Plus Corp)
Environmental. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) Neither no written notice, claim, demand, request for information, Order, complaint or penalty has been received by the Company nor or any of its Subsidiaries (i) has received any written notice with respect Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the business ofKnowledge of the Company, threatened which allege a violation of or properties owned liability under any Environmental Laws, in each case relating to the Company or any of its Subsidiaries, (b) the Company and each of its Subsidiaries has all environmental permits, licenses and other approvals, and has maintained all financial assurances, necessary for its operations to comply with all applicable Environmental Laws and is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such permits, licenses and other approvals and with all other applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material is located at, on or under any property currently owned, operated or leased by, by the Company or any of its Subsidiaries from that would reasonably be expected to give rise to any Governmental Entity cost, liability or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business obligation of the Company or any of its Subsidiaries which release remains unresolvedunder any Environmental Laws, (iiid) currently ownsno Hazardous Material has been generated, operates or leases or has formerly owned, operated treated, stored, handled or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and controlled by the Company has no knowledge ofor any of its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, any potential responsibility liability or liability obligation of the Company or any Subsidiary pursuant to of its Subsidiaries under any Environmental Laws, and (e) there are no agreements in which the provisions of (1) CERCLA, Company or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other Person arising under or relating to Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are Laws, which in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously case has not been made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining Commitment Parties prior to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇date hereof.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Backstop Commitment Agreement (Penn Virginia Corp), Backstop Commitment Agreement
Environmental. (a) To the knowledge of the Company, each of the Company and its Subsidiaries is in compliance with all Environmental Laws, which compliance includes the possession by the Company and its Subsidiaries of material permits, licenses and other governmental authorizations required for their current operations under applicable Environmental Laws, and compliance with the terms and conditions thereof.
(b) Neither the Company nor any of its Subsidiaries has received written notice of any Environmental Claims against the Company or any Subsidiary.
(c) To the knowledge of the Company, (i) has received any written notice with respect to the business ofreal property currently or previously owned, leased or properties owned or leased by, operated by the Company or any of its Subsidiaries from any Governmental Entity or third party Subsidiaries, there have been no releases of Hazardous Materials that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentrequire a Cleanup, and (ii) none of the Company, its Subsidiaries, or their respective predecessors has caused treated, stored, disposed of, arranged for or permitted the disposal of, manufactured, distributed, transported, handled, or released any “release” of a “substance, including without limitation any hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that is used for the business of the Company has given rise to Liabilities or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or could give rise to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary Liabilities pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes To the knowledge of this Agreementthe Company, “neither the Company nor any of its Subsidiaries has assumed, undertaken, or otherwise become subject to, any liability of any other Person or entity relating to Environmental, Health, and Safety Requirements.
(e) To the knowledge of the Company, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors could reasonably be expected to prevent, hinder or limit continued compliance with Environmental Laws” means , give rise to any applicable Federalinvestigatory, state remedial or local corrective obligations pursuant to Environmental Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are locatedgive rise to any other Liabilities (whether accrued, pertaining absolute, contingent, unliquidated or otherwise) pursuant to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Environmental Laws.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Silicon Storage Technology Inc), Merger Agreement (Microchip Technology Inc)
Environmental. (a) Neither Except as disclosed in the Company nor any of its Subsidiaries ▇▇▇▇▇▇▇ Disclosure Memorandum or the ▇▇▇▇▇▇▇ Public Disclosure Documents:
(i) each ▇▇▇▇▇▇▇ Material Entity has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries been and is not operated in compliance with any Laws governing pollution or the protection of human health or the environmentall applicable Environmental Laws, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or except to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the extent that a failure to obtain or comply with any be in such Permit would notcompliance, individually, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. All such permits Effect on the ▇▇▇▇▇▇▇ US Group;
(ii) all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by any ▇▇▇▇▇▇▇ Material Entity of the real property, assets, mines and other facilities owned or used by any ▇▇▇▇▇▇▇ Material Entity and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect andeffect, are not subject to further Environmental Approvals or appeal, or to the Company’s knowledgeknowledge of ▇▇▇▇▇▇▇, there are no any pending or threatened claims that seek legal or administrative proceedings, will not be subject to requirements under Environmental Laws for amendment, replacement or further Environmental Approvals, based on the revocationexecution of this Agreement or the consummation of the Arrangement, cancellationand to the knowledge of ▇▇▇▇▇▇▇, suspension no proposals have been made to amend, revoke or replace such material Environmental Approvals;
(iii) the properties comprising the US Mining Division have not been used by any adverse modification ▇▇▇▇▇▇▇ Material Entity, or to the knowledge of ▇▇▇▇▇▇▇, any such permitsother person previously or currently in control of the properties comprising the US Mining Division, to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except where in compliance in all material respects with all Environmental Laws and except to the failure to have any extent that such Permit non-compliance would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in Effect on the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇ US Group. No ▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.Material Entity, nor, to the knowledge of ▇▇▇▇▇▇▇, any other person in control of any of the properties comprising the US Mining Division, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any of the properties comprising the US Mining Division, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group. To the knowledge of ▇▇▇▇▇▇▇, all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the properties comprising the US Mining Division have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group. To the knowledge of ▇▇▇▇▇▇▇, there are no Hazardous Substances at, in, on, under or migrating from any of the properties comprising the US Mining Division, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group;
(iv) no ▇▇▇▇▇▇▇ Material Entity nor any other person for whose actions ▇▇▇▇▇▇▇ may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites, or sites requiring Remedial Action issued by any Governmental Entity, or to ▇▇▇▇▇▇▇’▇ knowledge, any similar federal or state lists; (ii) to the Resource Conservation and Recovery Actknowledge of ▇▇▇▇▇▇▇, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Actproposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Actor any similar federal, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against any ▇▇▇▇▇▇▇ Material Entity, except to the extent that any enforcement action would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group. To the knowledge of ▇▇▇▇▇▇▇, no site or facility now or previously owned, operated or leased by any ▇▇▇▇▇▇▇ Material Entity is listed or, to the knowledge of ▇▇▇▇▇▇▇, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or similar effect; and federal or state lists, or is the subject of Remedial Action;
(v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group, no ▇▇▇▇▇▇▇ Material Entity nor any Laws relating other person for whose actions any ▇▇▇▇▇▇▇ Material Entity may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to protection any of ▇▇▇▇▇▇▇’▇ of the environment which regulate ▇▇▇▇▇▇▇ US Group’s properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the management extent that such Liability would not to the knowledge of ▇▇▇▇▇▇▇ have a Material Adverse Effect on the ▇▇▇▇▇▇▇ US Group; or disposal (ii) would reasonably be expected to result in imposition of biological agents an Encumbrance or substances including medical the expropriation on any of the properties or infectious wastesthe assets of any ▇▇▇▇▇▇▇ Material Entity; and
(vi) except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to the ▇▇▇▇▇▇▇ US Group, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Material Entity has received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action, enforcement, order or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date hereof.
Appears in 2 contracts
Sources: Arrangement Agreement (Energy Fuels Inc), Arrangement Agreement (Denison Mines Corp.)
Environmental. (a) Except for such matters that have not resulted, and would not reasonably be expected to result, in any liability that is material to the Company and its Subsidiaries, taken as a whole, or otherwise require disclosure under the Securities Act:
(i) The Company and its Subsidiaries are in compliance with all applicable Environmental Laws, which compliance includes the possession by the Company and its Subsidiaries of Permits required or necessary for their operations under Environmental Laws, and compliance with the terms and conditions thereof, and neither the Company nor any of its Subsidiaries has received any written (or, if oral, reasonably likely to result in a formal notice or proceeding) notice or communication alleging that any of them are not in such compliance, and, to the Knowledge of the Company, there are no circumstances reasonably likely to prevent or interfere with such compliance in the future;
(ii) There is no Environmental Claim pending or threatened against or affecting the Company or any Subsidiary that would reasonably be expected to result in liability to the Company or any of its Subsidiaries;
(iii) There are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the Cleanup of any Hazardous Materials that could reasonably be expected to (A) form the basis of any Environmental Claim against the Company or any of its Subsidiaries, or (B) otherwise result in any costs or liability to the Company or any of its Subsidiaries, or against any other Person for or to whom the Company or any of its Subsidiaries are responsible, under Environmental Law; and
(iv) Neither the Company nor any of its Subsidiaries (i) has received assumed or retained, by Contract or operation of law, any written notice with respect obligation under any Environmental Law or concerning any Hazardous Materials that could reasonably be expected to the business of, or properties owned or leased by, result in liability to the Company or any of its Subsidiaries.
(b) Neither the Company nor any of its Subsidiaries is required by any Environmental Law or by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of any transactions contemplated hereby, (i) to perform a site assessment for Hazardous Materials, (ii) to remove or remediate any Hazardous Materials, (iii) to give notice to or receive approval from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental listsother Person, or (iv) has received written notification of, and the Company has no knowledge of, to record or deliver to any potential responsibility Person any disclosure document or liability of the Company or any Subsidiary pursuant statement pertaining to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectenvironmental matters.
(c) The Company previously has made available to Parent copies any and all written (including electronic) communications with or documentation from any Person regarding any alleged violation of all environmental site assessments prepared by any personEnvironmental Laws, and permits required under Environmental Laws all assessments, reports, data, results of investigations or audits, and all other material correspondence with Governmental Entities information that is in the Company’s possession of or reasonably available to the Company or its Subsidiaries regarding environmental matters relating to the Company or any of its Subsidiaries, or the compliance (or noncompliance) by the Company and its Subsidiaries with any Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Lawsexcept, in each case as amended and in effect in the jurisdiction in which the applicable site case, those documents or premises are located, pertaining communications that would not reasonably be considered material or currently relevant to the protection Company or any of human healthits Subsidiaries, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇any of their operations.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Qlogic Corp), Merger Agreement (Cavium, Inc.)
Environmental. (a) Neither Except as would not be reasonably likely to result in material liability to the Company, the Company nor any of its Subsidiaries has not (i) has received operated any written notice with respect to the business of, or properties owned or leased by, underground storage tanks at any property that the Company has at any time owned, operated, occupied or leased; or (ii) released any of its Subsidiaries from substance that has been designated by any Governmental Entity or third party that remains outstanding alleging that the Company by applicable Law to be radioactive, toxic, hazardous or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human otherwise a danger to health or the environment, (ii) has caused any “release” of a “including PCBs, asbestos, petroleum, urea-formaldehyde and all substances listed as hazardous substance” (as those terms are defined in substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability ActAct of 1980, 42 U.S.C. § 9601 et seqas amended, or defined as a hazardous waste pursuant to the federal Resource Conservation and Recovery Act of 1976, as amended, and the regulations promulgated pursuant to said Laws (a “Hazardous Material”). Except as would not be reasonably likely to result in material liability to the Company, no Hazardous Materials are present, as a result of the actions of the Company or, to the Company’s Knowledge, as a result of any actions of any third party or otherwise, in, on or under any property, including the land and the improvements, ground water and surface water thereof, that the Company has at any time owned, operated, occupied or leased.
(i) Except as would not be reasonably likely to result in material liability to the Company, the Company has not transported, stored, used, manufactured, disposed of, released or exposed its employees or others to Hazardous Materials in violation of any Law nor (ii) has the Company or any of such subsidiaries disposed of, transported, sold, or manufactured any product containing a Hazardous Material (any or all of the foregoing being collectively referred to as “Hazardous Materials Activities”), in excess violation of a reportable quantity on any property that is used Law promulgated to prohibit, regulate or control Hazardous Materials or any Hazardous Materials Activity.
(c) Except as would not be reasonably likely to result in material liability to the Company, the Company has not, the Company currently holds all Licenses necessary for the conduct of their respective Hazardous Material Activities, if any, and other business as such activities and business are currently being conducted.
(d) No Action is pending or, to the Knowledge of the Company, threatened, concerning any Hazardous Material or any Hazardous Materials Activity of the Company or any Licenses relating thereto. The Company is not aware of its Subsidiaries any fact or circumstance which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and could involve the Company in any material environmental litigation or impose upon the Company any material environmental liability.
(e) The Company has no knowledge of, not received any potential responsibility or liability notice (i) alleging any of the items in Sections 6.244(a) through (d) above.
(f) The Company is not subject to any orders, decrees or injunctions by any Subsidiary pursuant Governmental Entity or is subject to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other indemnity agreement with any third party addressing liability under any Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Actelion US Holding CO), Agreement and Plan of Merger (Cotherix Inc)
Environmental. (a) Neither the Company nor any of its Subsidiaries Except as described in SCHEDULE I:
(i) the Business is and has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification ofbeen, and the Company has no knowledge ofassociated Assets are, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance in all material respects with such permitsEnvironmental Laws, except where the failure to obtain or comply with any such Permit be in compliance would notnot result in a Material Adverse Change;
(ii) the Corporation and the Subsidiaries have obtained all permits, individuallylicences and authorizations required under Environmental Laws for the operation of the Business, or in any part thereof, (the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits“Environmental Permits”), except where the failure to have possess any such Environmental Permit would not, individually, or in the aggregate, not reasonably be expected to have result in a Company Material Adverse Effect.Change. All of such Environmental Permits are described in SCHEDULE H. Each such Environmental Permit is valid and subsisting, and none of the Corporation or the Subsidiaries is in default or breach, in any material respect, of any of such Environmental Permits and no proceeding is pending or, to the Knowledge of the Sellers, Threatened to revoke, amend or limit any Environmental Permit. Subject to receipt of Required Consents, none of the Environmental Permits will become void, or be in default, as a result of this Agreement or the completion of the transactions contemplated in this Agreement;
(ciii) The Company previously none of the Corporation or the Subsidiaries has received written notice of, nor been prosecuted for, an offence alleging violation of, or non-compliance with, any Environmental Laws. To the Knowledge of the Sellers, there are no facts that could give rise to a notice of non-compliance with any Environmental Law which would result in a Material Adverse Change. None of the Corporation or the Subsidiaries has received written notice of or have knowledge, to the Knowledge of the Sellers, of a threatened order of a Government Authority relating to Environmental Laws requiring any work, repairs, construction or capital expenditures to be made available with respect to Parent the Business or Assets;
(iv) none of the Corporation or the Subsidiaries has received written notice or have knowledge, to the Knowledge of the Sellers, of a threatened proceeding by a Governmental Authority, or a lawsuit, making a demand for damages or alleging other potential liability with respect to violations of Environmental Laws;
(v) none of the Corporation or the Subsidiaries has used the Assets to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance except in compliance with Environmental Laws in all material respects;
(vi) none of the Corporation or the Subsidiaries has caused or permitted the release of any Hazardous Substance in, under or on its Real Property except in compliance with Environmental Laws in all material respects;
(vii) the Corporation and the Subsidiaries have provided the Buyer with copies of all analyses and monitoring data for soil, groundwater and surface water and all reports pertaining to any environmental site assessments prepared or audits relating to the Corporation and the Subsidiaries that are in the possession or control of the Corporation and the Subsidiaries;
(viii) the Corporation and the Subsidiaries maintained all environmental and operating documents and records in the manner and for the time periods required by Environmental Laws; and
(ix) neither the Corporation nor the Subsidiaries has breached any obligation to report to any Governmental Authority imposed by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental LawsLaw.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Share Purchase Agreement (Andersons Inc), Share Purchase Agreement (Andersons Inc)
Environmental. The Company and its Subsidiaries are in compliance, in all material respects, with applicable Environmental Laws (a) as defined below), 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 facts or circumstances that would prevent, interfere with, or materially increase the cost of maintaining such compliance in the future. Neither the Company nor any of its Subsidiaries has (i) has placed, held, located, released, transported or disposed of any Hazardous Substance on, under, from or 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 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 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 in connection with respect any such violation, (C) requiring the response to or remediation of a release of Hazardous Substances at or arising from any of the business ofCompany Real Property, or properties owned or leased by, (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 of a material amount for response to or remediation of a release of Hazardous Substances at or arising from any Governmental Entity of the Company Real Property. To the knowledge of the Company, there are no past or third party present facts or circumstances that remains outstanding alleging could reasonably be expected to form the basis of any Proceeding relating to the violation of Environmental Laws against the Company or any of its Subsidiaries, except where such Proceeding, if made, would not have a Material Adverse Effect. 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 of the business of the Company and its Subsidiaries, or the compliance (or noncompliance) by the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Sungard Data Systems Inc), Merger Agreement (Hte Inc)
Environmental. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) Neither no written notice, claim, demand, request for information, Order, complaint or penalty has been received by the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business ofCompany, or properties owned or leased by, the Company New Seadrill or any of its their Subsidiaries from or other Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Governmental Entity or third party that remains outstanding alleging that Environmental Law, in each case relating to the Company Company, New Seadrill or any of their Subsidiaries or other Debtors, (b) each of the Company, New Seadrill or any of their Subsidiaries and other Debtors has received (including timely application for renewal of the same) and maintains in full force and effect all environmental permits, licenses, certificates and other approvals, and maintains all financial assurances, in each case to the extent necessary for its Subsidiaries is not operations to comply with all applicable Environmental Laws and is, and since January 1, 2015 has been, in compliance with any Laws governing pollution or the protection terms of human health or the environmentsuch permits, licenses, certificates and other approvals and with all applicable Environmental Laws, (iic) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Responseno Hazardous Material is located at, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on or under any property that is used for the business of the Company currently or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to by the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company New Seadrill or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign their Subsidiaries or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit Debtors that would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andgive rise to any cost, to liability or obligation of any of the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension New Seadrill or any adverse modification of their Subsidiaries or other Debtors under any such permitsEnvironmental Laws other than future costs, except where the failure liabilities and obligations that are asset retirement obligations to have any such Permit would not, individually, or be incurred in the aggregateordinary course of business and that are specified in the Exchange Act Documents, (d) no Hazardous Material has been Released, generated, treated, stored or handled by (or on behalf of) the Company, New Seadrill or any of their Subsidiaries or other Debtors, and no Hazardous Material has been transported to or Released at any location, in each case, in a manner that would reasonably be expected to have a Company Material Adverse Effect.
give rise to any cost, liability or obligation of the Company, New Seadrill or any of their Subsidiaries or other Debtors under any Environmental Laws other than future costs, liabilities and obligations incurred in the ordinary course of business, and (ce) The Company previously there are no agreements in which any of the Debtors has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other Person arising under or relating to Environmental Laws that remains unresolved, which has not been made available to Parent copies the Commitment Parties prior to the date hereof. Notwithstanding the generality of all environmental site assessments prepared by any personother representations and warranties in this Agreement, the representations and permits required warranties in this Section 3.20 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or safety matters arising under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Investment Agreement (Seadrill LTD), Investment Agreement (North Atlantic Drilling Ltd.)
Environmental. (a) Neither the Company nor any of its Subsidiaries Except as disclosed by New Gold:
(i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not The New Gold Properties have been operated in compliance with any Laws governing pollution or the protection of human health or the environmentall applicable Environmental Laws, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or except to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the extent that a failure to obtain or comply with any be in such Permit would notcompliance, individually, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. All such permits are Effect on New Gold.
(ii) The New Gold Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in full force compliance in all material respects with all Environmental Laws and effect and, except to the Company’s knowledge, there are no pending or threatened claims extent that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit non-compliance would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse EffectEffect on New Gold. Neither New Gold, nor, to the knowledge of New Gold, any other person in control of any New Gold Property, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any New Gold Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on New Gold. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the New Gold Properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on New Gold. To the knowledge of New Gold, there are no Hazardous Substances at, in, on, under or migrating from any New Gold Property, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on New Gold.
(ciii) The Company previously Neither New Gold nor any other person for whose actions New Gold may be partially or wholly liable, has made available to Parent copies treated or disposed, or arranged for the treatment or disposal, of all environmental site assessments prepared any Hazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by any personGovernmental Entity; (ii) to the knowledge of New Gold, and permits required under Environmental Laws and all proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other material correspondence with claim against New Gold. To the knowledge of New Gold, no site or facility now or previously owned, operated or leased by New Gold is listed or, to the knowledge of New Gold, is proposed for listing on any list issued by any Governmental Entities in Entity of hazardous sites or sites requiring Remedial Action or is the Company’s possession relating to compliance with Environmental Lawssubject of Remedial Action.
(div) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining Except to the protection extent that would not reasonably be expected to have a Material Adverse Effect on New Gold, neither New Gold nor any other person for whose actions New Gold may be partially or wholly liable has caused or permitted the Release of human healthany Hazardous Substances on or to any of the New Gold Properties in such a manner as: (i) would be reasonably likely to impose Liability for cleanup, safety natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on New Gold; or (ii) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; expropriation on any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate New Gold Properties or the management assets of New Gold.
(v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to New Gold and except as disclosed by New Gold, New Gold has not received from any person or disposal Governmental Entity any notice, formal or informal, of biological agents any proceeding, action or substances including medical other claim, Liability or infectious wastespotential Liability arising under any Environmental Law that is pending as of the date hereof.
Appears in 2 contracts
Sources: Business Combination Agreement (New Gold Inc. /FI), Business Combination Agreement (Metallica Resources Inc)
Environmental. (a) Neither Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company nor and its Subsidiaries, taken as a whole:
(i) since January 1, 2013, the Company and its Subsidiaries have been and are in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations as currently conducted under applicable Environmental Laws;
(ii) (A) there is no pending or, to the Knowledge of the Company, threatened Proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries Subsidiaries; (iB) has received any written notice with respect to the business of, or properties owned or leased by, none of the Company or any of its Subsidiaries has received notice or a request for information from any Person, including any Governmental Entity or third party that remains outstanding Authority, alleging that the Company or any of its Subsidiaries has been or is not in compliance with actual or potential violation of any Laws governing pollution applicable Environmental Law or the protection of human health otherwise may be liable under any applicable Environmental Law, which violation or the environment, liability is unresolved; and (iiC) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business none of the Company or any of its Subsidiaries which release remains unresolved, is a party or subject to any Order pursuant to Environmental Law that is currently in effect;
(iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has there have been no knowledge of, any potential responsibility or liability Releases of Hazardous Materials by the Company or any Subsidiary of its Subsidiaries (and, to Knowledge of the Company, Releases of Hazardous Materials have not otherwise occurred) at, on, under or from 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 provisions Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and
(1iv) CERCLAneither the Company nor any of its Subsidiaries has entered into any written agreement or incurred any legal obligation that would reasonably be expected to require it to pay to, reimburse, or (2) indemnify any similar Federal, state, local, foreign other Person from or other against liabilities or costs arising in connection with or pursuant to Environmental Law, or relating to impacts on human health or the environment arising from the generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials.
(b) The Company and each has delivered or otherwise made available for inspection to the Parent copies of any reports, investigations, audits, assessments (including Phase I or II environmental assessments), studies or other material documents in the possession of or reasonably available to the Company or any of its Subsidiaries has obtained all permits required pertaining to: (i) any unresolved claims arising under or relating to any Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain Company or comply with any such Permit would not, individually, of its Subsidiaries; or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to (iii) the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to its Subsidiaries’ compliance with applicable Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (K2m Group Holdings, Inc.), Merger Agreement (Stryker Corp)
Environmental. Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(a) Neither the Company and its Subsidiaries are, and since January 1, 2020 have been, in compliance with all applicable Environmental Laws, including possessing all Company Permits required for their operations under applicable 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 January 1, 2020 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice 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, which violation or liability is unresolved;
(d) neither the Company nor any of its Subsidiaries (i) is a party or subject to any Order pursuant to Environmental Law (ii) to the Knowledge of the Company, has received exposed any written notice person to any Hazardous Material that would give rise to liability (contingent or otherwise) pursuant to Environmental Law; or (iii) has assumed, undertaken or provided an indemnity with respect to any liability (contingent or otherwise) of any other Person relating to any Environmental Law; and
(e) to the Knowledge of the Company, with respect to the business ofOwned Real Property and the Leased Real Property, there have been no Releases on or properties owned or leased by, the Company or underneath any of its Subsidiaries from any Governmental Entity or third party such real properties that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property environmental contamination at such real properties that is used for the business of the Company reasonably likely to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons. The representations and warranties set forth in this Section 4.18 are the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, sole and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant exclusive representations with respect to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are environmental matters in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Mr. Cooper Group Inc.), Merger Agreement (Home Point Capital Inc.)
Environmental. (a) Neither Except as disclosed in the Company nor any of its Subsidiaries EFI Public Disclosure Documents or in the EFI Disclosure Memorandum:
(i) EFI and each EFI Material Subsidiary has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries been and is not operated in compliance with any Laws governing pollution or the protection of human health or the environmentall applicable Environmental Laws, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or except to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the extent that a failure to obtain or comply with any be in such Permit would notcompliance, individually, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. All such permits Effect on EFI;
(ii) all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by EFI and each EFI Material Subsidiary of the real property, assets, mines and other facilities owned or used by EFI and each EFI Material Subsidiary and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect andeffect, are not subject to further Environmental Approvals or appeal, or to the Company’s knowledgeknowledge of EFI, there are no any pending or threatened claims that seek legal or administrative proceedings, will not be subject to requirements under Environmental Laws for amendment, replacement, or further Environmental Approvals, based on the revocationexecution of this Agreement or the consummation of the Arrangement, cancellationand to the knowledge of EFI, suspension no proposals have been made to amend, revoke or replace such material Environmental Approvals;
(iii) EFI’s and the EFI Material Subsidiaries’ properties have not been used by EFI or any adverse modification EFI Material Subsidiary, or to the knowledge of EFI, any such permitsother person previously or currently in control of EFI’s and the EFI Material Subsidiaries’ properties, to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except where in compliance in all material respects with all Environmental Laws and except to the failure to have any extent that such Permit non-compliance would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously Effect on EFI. None of EFI, any EFI Material Subsidiary, nor, to the knowledge of EFI, any other person in control of any of EFI’s and the EFI Material Subsidiaries’ properties, has made available caused or permitted the Release of any Hazardous Substances at, in, on, under or from any of EFI’s and the EFI Material Subsidiaries’ properties, except in compliance, individually or in the aggregate, with all Environmental Laws, except to Parent copies the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, all environmental Hazardous Substances handled, recycled, disposed of, treated or stored on or off site assessments prepared by of EFI’s and the EFI Material Subsidiaries’ properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, there are no Hazardous Substances at, in, on, under or migrating from any personof EFI’s and the EFI Material Subsidiaries’ properties, and permits required under except in material compliance with all Environmental Laws and all other material correspondence with Governmental Entities except to the extent that any failures to be in the Company’s possession relating compliance would not reasonably be expected to compliance with Environmental Laws.have a Material Adverse Effect on EFI;
(div) For purposes None of this AgreementEFI, “Environmental Laws” means any applicable FederalEFI Material Subsidiary nor any other person for whose actions EFI or any EFI Material Subsidiary may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites, or sites requiring Remedial Action issued by any Governmental Entity, or to EFI’s knowledge, any similar federal or state lists; (ii) to the knowledge of EFI, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or local Lawsprovincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, in each case as amended and in effect in action, or other claim against EFI or any EFI Material Subsidiary, except to the jurisdiction in which extent that any enforcement action would not reasonably be expected to have a Material Adverse Effect on EFI. To the applicable knowledge of EFI, no site or premises are locatedfacility now or previously owned, pertaining operated or leased by EFI or any EFI Material Subsidiary is listed or, to the protection knowledge of human healthEFI, safety is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or similar federal or state lists, or is the subject of Remedial Action;
(v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on EFI, none of EFI, any EFI Material Subsidiary nor any other person for whose actions EFI or any EFI Material Subsidiary may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of EFI’s and EFI Material Subsidiaries’ properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not to the knowledge of EFI have a Material Adverse Effect on EFI; or (ii) would reasonably be expected to result in imposition of an Encumbrance or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; expropriation on any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate properties or the management assets of EFI or disposal any EFI Material Subsidiary; and
(vi) except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to EFI, EFI has not received from any person or Governmental Entity any notice, formal or informal, of biological agents any proceeding, action, enforcement, order, or substances including medical other claim, Liability or infectious wastespotential Liability arising under any Environmental Law that is pending as of the date hereof.
Appears in 2 contracts
Sources: Arrangement Agreement (Energy Fuels Inc), Arrangement Agreement (Denison Mines Corp.)
Environmental. Except as specifically disclosed in the Environmental Report delivered to Lender which was dated May 17, 2012, and issued by L▇▇▇▇▇▇▇▇▇ Engineering Associates, Inc.:
(a) Neither Borrower nor the Company Property is in violation of laws relating to Hazardous Materials;
(b) Neither Borrower nor any of its Subsidiaries (i) Guarantor has received, or has received a copy of, any written notice of any violation or alleged violation of any laws relating to Hazardous Materials with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.Property;
(c) The Company previously has made available to Parent copies of Property complies with all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession laws relating to compliance with Environmental Laws.Hazardous Materials as to use and conditions on, under or about the Property including soil and groundwater condition;
(d) For purposes of this AgreementThere 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 Laws” means 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), has used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property any Hazardous Materials (other than cleaning or other materials brought onto the Property in reasonable quantities as are customarily used in connection with the normal use of the Property and in all cases in compliance with laws relating to 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 Federallaws relating to Hazardous Materials. Without limitation 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, state as amended; (ii) there is not and has never been landfill containing decomposable material, petroleum w▇▇▇▇, mineral bearing mines, sewage treatment facilities, underground storage tanks, sinkholes, radon or local Lawsother toxic emissions within the Property, in each case as amended and in effect in (iii) no electrical transformers, fluorescent light fixtures with ballasts or other equipment containing polychlorinated biphenyls (PCBs) have been located on the jurisdiction in Property at any time; and (iv) there are no facilities on the Property which are or have been subject to reporting under any State laws or Section 312 of the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Federal Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, Right to Know Act of 1986 (42 U.S.C. § 6901 et seqSection 11022), and federal regulations promulgated thereunder.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Construction Loan Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Construction Loan Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Environmental. (a) Neither Except as disclosed in the Company nor any of its Subsidiaries New Gold Public Disclosure Documents:
(i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company New Gold and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted been and are is operated in compliance with such permitsall applicable Environmental Laws, except where to the extent that a failure to obtain or comply with any be in such Permit would notcompliance, individually, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. All such permits Effect on New Gold;
(ii) all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by New Gold or any of its Subsidiaries of the real property, assets, mines and other facilities owned or used by New Gold or any of its Subsidiaries and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect andeffect, are not subject to further Environmental Approvals or appeal, or to the Company’s knowledgeknowledge of New Gold, there are no any pending or threatened claims that seek legal or administrative proceedings, and there are to the revocationknowledge of New Gold, cancellationno proposals to amend, suspension revoke or any adverse modification of any replace such permitsmaterial Environmental Approvals;
(iii) New Gold’s properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except where in compliance in all material respects with all Environmental Laws and except to the failure to have any extent that such Permit non-compliance would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously Effect on New Gold. Neither New Gold nor any of its Subsidiaries nor, to the knowledge of New Gold, any other person in control of any of New Gold’s properties, has made available caused or permitted the Release of any Hazardous Substances at, in, on, under or from any New Gold properties, except in compliance, individually or in the aggregate, with all Environmental Laws, except to Parent copies the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on New Gold. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of New Gold’s properties have been handled, recycled, disposed of, treated and stored in material compliance with all environmental site assessments prepared by Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Gold. To the knowledge of New Gold, there are no Hazardous Substances at, in, on, under or migrating from any personof New Gold’s properties, and permits required under except in material compliance with all Environmental Laws and all other material correspondence with Governmental Entities except to the extent that any failures to be in the Company’s possession relating compliance would not reasonably be expected to compliance with Environmental Laws.have a Material Adverse Effect on New Gold;
(div) For purposes neither New Gold nor any of this Agreementits Subsidiaries nor any other person for whose actions New Gold or any Subsidiary of New Gold may be partially or wholly liable, “Environmental Laws” means has treated or disposed, or arranged for the treatment or disposal, of any applicable FederalHazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (ii) to the knowledge of New Gold, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or local Lawsprovincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against New Gold or any of its Subsidiaries. To the knowledge of New Gold, no site or facility now or previously owned, operated or leased by New Gold or its Subsidiaries is listed or, to the knowledge of New Gold, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action;
(v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on New Gold, neither New Gold nor its Subsidiaries nor any other person for whose actions New Gold or any of its Subsidiary may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of New Gold’s properties in each case such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on New Gold; or (ii) would reasonably be expected to result in imposition of a lien, charge or other encumbrance or the expropriation on any of its properties or the assets of New Gold or its Subsidiaries; and
(vi) except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to New Gold and except as amended and in effect disclosed by New Gold in the jurisdiction in which the applicable site New Gold Public Disclosure Documents, neither New Gold nor any of its Subsidiaries has received from any person or premises are locatedGovernmental Entity any notice, pertaining to the protection formal or informal, of human healthany proceeding, safety action or the environmentother claim, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, Liability or potential Liability arising under any Environmental Law that is pending as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastesdate hereof.
Appears in 2 contracts
Sources: Business Combination Agreement (Western Goldfields Inc.), Business Combination Agreement (New Gold Inc. /FI)
Environmental. (a) Neither To the Company nor any knowledge of its Subsidiaries (i) has received any written notice with respect to the business ofSeller, or properties owned or leased by, each of the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not and has been in compliance with any Laws governing pollution or the protection of human health or the environmentall applicable Environmental Laws, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or except to the Company’s knowledge, proposed for listing, extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Lawapplicable Subsidiary.
(b) The Company and each Properties have not been 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. None of its the Subsidiaries or any other person in control of any Property has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Property, except in compliance with such permitsall Environmental Laws, except where to the extent that a failure to obtain or comply with any be in such Permit compliance would not, individually, or in the aggregate, not be reasonably be expected likely to have a Company Material Adverse Effect. All such permits are Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Properties by a Subsidiary or any other person for whose actions a Subsidiary may be partially or wholly liable have been handled, recycled, disposed of, treated and stored in full force and effect and, compliance with all Environmental Laws except to the Company’s knowledgeextent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect. To the knowledge of the Seller, there are no pending Hazardous Substances at, in, on, under or threatened claims that seek migrating from the revocation, cancellation, suspension or any adverse modification of any such permitsProperty, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterial compliance with all Environmental Laws.
(c) The Company previously To the knowledge of the Seller, none of the Subsidiaries or any other person for whose actions a Subsidiary may be partially or wholly liable has made available caused or permitted the Release of any Hazardous Substances on or to Parent copies any of all environmental site assessments prepared by the Properties in such a manner as: (i) would be reasonably likely to impose liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such liability would not have a Material Adverse Effect; or (ii) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation on any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in of the Company’s possession relating to compliance with Environmental LawsProperties or the assets of any of the Subsidiaries.
(d) For purposes None of this Agreementthe Subsidiaries has received any notice, “formal or informal, of any proceeding, action or other claim, liability or potential liability arising under any Environmental Laws” means , from any applicable Federalperson related to any of the Properties which is pending as of the date hereof, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining except to the protection of human health, safety or extent the environment, including without limitation, same would not have a Material Adverse Effect on the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Subsidiaries.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Share Purchase Agreement (Yamana Gold Inc), Share Purchase Agreement (Yamana Gold Inc)
Environmental. (a) Neither the Company nor Except for any of its Subsidiaries matters that would not have a Baker Material Adverse Effect:
(i) has received any written notice all facilities and operations of Baker and its Subsidiaries have been conducted, and are now, in compliance with all applicable Environmental Laws;
(ii) 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 rights or relating to the operations and business of, or properties owned or leased by, the Company or any of Baker and its Subsidiaries from and, to the knowledge of Baker, there is no reasonable basis for any Governmental Entity such obligations, demands, notices, work orders or third party that remains outstanding alleging that liabilities to arise in the Company future as a result of any activity in respect of such property, interests, rights, operations and business occurring as of or any prior to the date hereof;
(iii) none of Baker nor its Subsidiaries 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;
(iv) to the knowledge of Baker, there is no renewal, modification, revocation, reassurance, alteration, transfer or amendment of any environmental Permits, or any review by or approval of, any Governmental Entity, of any environmental Permit, that are required in compliance connection with any Laws governing pollution the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the protection continuation of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of Baker or its Subsidiary following the Company or any of Effective date;
(v) Baker and its Subsidiaries which release remains unresolvedhave made available to SVT, Briteside, Sea Hunter, and Finco all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information in its possession or under its control with respect to environmental matters; and
(iiivi) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledgeknowledge of Baker, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, Baker and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary are not subject to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsany past or present fact, except where the failure to obtain condition or comply with any such Permit would not, individually, or in the aggregate, circumstance that could reasonably be expected to have a Company Material Adverse Effect. All such permits are result in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or liability under any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Business Combination Agreement (TILT Holdings Inc.), Business Combination Agreement (TILT Holdings Inc.)
Environmental. (a) Neither Except as set forth in the corresponding subsection of Section 4.15 of the Seller’s Disclosure Schedule, matters that have been fully satisfied and resolved with the relevant Governmental Entity, and matters addressed in Section 4.6: (i) except would not reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries and each of the Mining Operations is and has been in compliance with, and neither the Company nor any of its Subsidiaries has any Liabilities under, any and all Environmental Laws; (iii) the Company and each of its Subsidiaries, directly or through the Contractors possesses, has received any written notice possessed and is and has been in compliance in all material respects with respect all applicable Environmental Permits; (iii) there are no Actions pending or, to the business ofKnowledge of the Seller, or properties owned or leased by, threatened against either the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding to the Knowledge of the Seller either of the Contractors alleging that the Company or any of its Subsidiaries or any of the Mining Operations is not in compliance with violation of or has any Liability under Environmental Laws governing pollution or Environmental Permits; (iv) no Releases of Hazardous Materials have occurred and no Person has been exposed to any Hazardous Materials at, from, in, to, on, or under any Site and no Hazardous Materials are present in, on, under, about or migrating to or from any Site that would reasonably be expected to give rise to a material Liability to the protection Company and its Subsidiaries under applicable Environmental Laws; (v) neither the Company nor any of human health its Subsidiaries nor to the Knowledge of the Seller either of the Contractors has transported or arranged for the environmenttreatment, storage, handling, disposal or transportation of any Hazardous Material to any location which has resulted or could result in a material Liability to the Company and its Subsidiaries; (iivi) has caused any “release” of a “hazardous substance” (as those terms there are defined no Phase I or Phase II environmental assessments, environmental investigations, studies, audits, tests, reviews or other analyses conducted by, on behalf of, or which are in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business possession of the Company or any of its Subsidiaries which release remains unresolved(or any advisors or representatives thereof) or the Contractors with respect to any Site, other than the Environmental Site Assessment dated March 8, 2010 by ▇▇▇▇ ▇. ▇▇▇▇ Company Mining and Geological Consultants made available to Purchaser; (vii) except for the Contract Mining Agreements, neither the Company nor any of its Subsidiaries has, either expressly or by operation of Law, assumed responsibility for or agreed to indemnify or hold harmless any Person for any Liability or obligation, arising under or relating to Environmental Laws; (viii) neither the execution of this Agreement nor consummation of the transaction contemplated by this Agreement will require any pre-closing notification to or consent of any Governmental Authority (except with regard to the transfer of Permits or other ministerial notifications or transfers) or the undertaking of any investigations or remedial actions pursuant to Environmental Laws; (ix) other than the Permits listed on Sections 4.6(b)(i) and 4.6(b)(ii) of the Seller’s Disclosure Schedule, neither the Company nor any of its Subsidiaries has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Authority under any Environmental Laws; and (x) there are no (A) polychlorinated biphenyl containing equipment, (iiiB) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental listsunderground storage tanks, or (ivC) has received written notification of, and asbestos-containing material at the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental LawReal Property.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are Notwithstanding anything elsewhere in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, this agreement to the Company’s knowledgecontrary, there the representations and warranties in this Section 4.15 are no pending or threatened claims that seek the revocationsole and exclusive representations and warranties in this Agreement concerning environmental matters, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining subject to the protection last sentence of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Section 4.6(e).▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Vectren Corp), Stock Purchase Agreement (Vectren Corp)
Environmental. (a) Neither the Company nor Except for any of its Subsidiaries matters that would not have a 4Front Material Adverse Effect:
(i) has received any written notice all facilities and operations of 4Front and its Subsidiaries have been conducted, and are now, in compliance with all applicable Environmental Laws;
(ii) 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 rights or relating to the operations and business of, or properties owned or leased by, the Company or any of 4Front and its Subsidiaries from and, to the knowledge of 4Front, there is no reasonable basis for any Governmental Entity such obligations, demands, notices, work orders or third party that remains outstanding alleging that liabilities to arise in the Company future as a result of any activity in respect of such property, interests, rights, operations and business occurring as of or any prior to the date hereof;
(iii) none of 4Front nor its Subsidiaries 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;
(iv) to the knowledge of 4Front, there is no renewal, modification, revocation, reassurance, alteration, transfer or amendment of any environmental Permits, or any review by or approval of, any Governmental Entity, of any environmental Permit, that are required in compliance connection with any Laws governing pollution the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the protection continuation of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of 4Front or its Subsidiary following the Company Effective date;
(v) 4Front and its Subsidiaries have made available to Cannex and BC Newco all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information in its possession or under its control with respect to environmental matters;
(vi) To the knowledge of 4Front, there are no hazardous substances located on, in or under any of the 4Front Properties and no release of any hazardous substances has occurred on, in or from the 4Front Properties from the operation of the business of 4Front or its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or the conduct of activities related to the Company’s knowledge, proposed for listing, on the National Priorities List business of 4Front or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act its Subsidiaries thereon; and
(“CERCLA”), or on any comparable state governmental lists, or (ivvii) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions knowledge of (1) CERCLA4Front, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company 4Front and each of its Subsidiaries has obtained all permits required by Environmental Law necessary are not subject to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsany past or present fact, except where the failure to obtain condition or comply with any such Permit would not, individually, or in the aggregate, circumstance that could reasonably be expected to have a Company Material Adverse Effect. All such permits are result in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or liability under any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Business Combination Agreement (Cannex Capital Holdings Inc.), Business Combination Agreement (4Front Ventures Corp.)
Environmental. (a) Neither the Company nor any of its Subsidiaries Except as would not reasonably be expected to have a Material Adverse Effect, (i) has received any written notice the operations, products and properties of Parent and each Subsidiary comply in all respects with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any all applicable Environmental Laws governing pollution or the protection of human health or the environmentand Environmental Permits, (ii) all past non-compliance with such Environmental Laws and Environmental Permits has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensationbeen fully and finally resolved without ongoing obligations or costs, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently ownsno facts, operates circumstances or leases conditions exist that (x) could form or has formerly owned, operated or leased any premises that is listed, or to have formed the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive basis of an Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility Claim against or liability under Environmental Law of the Company Parent or any Subsidiary pursuant to the provisions or involving any of (1) CERCLA, their current or former properties or (2y) could cause or have caused any similar Federalsuch property to be subject to any restrictions on ownership, stateoccupancy, local, foreign use or other transferability under any Environmental Law.
(b) The Company and In each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses case except as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. All : (i) none of the properties currently or formerly owned or operated by Parent or any Subsidiary is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such permits property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in full force and effect andwhich Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by Parent or any Subsidiary, to the Company’s best of its knowledge, there are no pending on any property formerly owned or threatened claims that seek the revocation, cancellation, suspension operated by Parent or any adverse modification Subsidiary; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Parent or any Subsidiary; and (iii) Hazardous Materials have not been Released on, at or from any property currently or formerly owned or operated by Parent or any Subsidiary or at any property where Parent or any Subsidiary has disposed of, transported or arranged for the disposal or transport of any such permits, wastes.
(c) In each case except where the failure to have any such Permit as would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.
: (ci) The Company previously neither Parent nor any Subsidiary is undertaking, and has made available not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to Release of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by Parent or any Subsidiary have been disposed of in a manner that would not reasonably be expected to result in liability to Parent copies of all environmental site assessments prepared by or any personSubsidiary and (iii) neither Parent nor any Subsidiary is otherwise subject to any order, and permits required decree, judgment, settlement agreement or, whether contingent or otherwise, liability under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession or relating to compliance with any Environmental LawsLaw.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Credit Agreement (Navistar International Corp), Credit Agreement (Navistar International Corp)
Environmental. (a) Neither The business of the Company nor any of SBI Group, as carried on by its Subsidiaries (i) has received any written notice members and their respective predecessors in title, and their respective assets are in compliance in all material respects with respect all Environmental Laws and, to the business ofknowledge of SBI and SunOpta, or properties owned or leased by, the Company or any there are no facts that could give rise to a notice of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in non-compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each Each member of its Subsidiaries the SBI Group has obtained all permits of the environmental Permits that are required by Environmental Law necessary to enable them to conduct their respective businesses carry on the business of the SBI Group as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregateordinary course or, reasonably as of the date hereof, as proposed to be expected to have a Company Material Adverse Effect. All conducted, all such permits environmental Permits are in full force and effect andeffect, and Schedule 3.02(10)(b) contains a complete list of all such environmental Permits.
(c) No member of the SBI Group nor, to the Company’s knowledgeknowledge of SBI and SunOpta, any of their respective predecessors in title has used any of the facilities or Lands of the SBI Group, 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. None of the Lands has been used for or been designated as a waste disposal site.
(d) To the knowledge of SBI and SunOpta, there are no pending or threatened claims changes to Environmental Laws that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individuallyrender illegal, or in materially restrict, the aggregateoperation of the business of the SBI Group as currently conducted or, reasonably as of the date hereof, as proposed to be expected to have a Company Material Adverse Effectconducted.
(ce) The Company previously No member of the SBI Group has made available been convicted of an offence or been subjected to Parent copies of all environmental site assessments prepared by any personjudgment, injunction or other proceeding or been fined or otherwise sentenced for non-compliance with any Environmental Laws, and permits required it has not settled any prosecution or other proceeding short of conviction in connection therewith.
(f) No member of the SBI Group nor, to the knowledge of SBI and SunOpta, any of their respective predecessors in title has caused or permitted the Release of any Hazardous Substance at, on or under Environmental Laws and the Lands, or the Release of any Hazardous Substance off-site of the Lands, except in compliance in all other material correspondence with Governmental Entities in the Company’s possession relating to compliance respects with Environmental Laws.
(dg) 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 SBI Group in a material manner (whether at, on or below the Lands or any adjoining properties).
(h) No member of the SBI Group nor, to the knowledge of SBI and SunOpta, any of their respective predecessors in title has received written notice and no member of the SBI Group has knowledge of any facts that could give rise to any notice, that members of the SBI Group or their respective predecessors in title are potentially responsible for any remedial action under any Environmental Law.
(i) SunOpta and SBI have provided the Purchaser with copies of all analyses and monitoring data for soil, groundwater and surface water and all reports pertaining to any environmental assessments or audits relating to the SBI Group that were obtained by, or are in the possession or control of, the SBI Group and they are disclosed in Schedule 3.02(10)(i).
(j) Each member of the SBI Group and to the knowledge of SBI and SunOpta, their respective predecessors in title have maintained all environmental and operating documents and records in the manner and for the time periods required by Environmental Laws and, except as disclosed in Schedule 3.02(10)(j), have never conducted an environmental audit of the Lands. For the purposes of this Agreementprovision, “Environmental Laws” means an environmental audit includes any applicable Federalevaluation, state assessment or local Lawsstudy performed at the request of or on behalf of a Governmental Authority.
(k) No member of the SBI Group nor, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection knowledge of human healthSBI and SunOpta, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇any of their respective predecessors in title have breached any obligation to report to any person imposed by any Environmental Law.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Share Purchase Agreement (Mascoma Corp), Share Purchase Agreement (SunOpta Inc.)
Environmental. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Change: (a) Neither no written notice, claim, demand, request for information, order, complaint or penalty has been received by the Company, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any environmental laws, in each case relating to the Company, (b) the Company nor any of its Subsidiaries (i) has received any written notice with respect (including timely application for renewal of the same), and maintained in full force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the business ofextent necessary for its operations to comply with all applicable environmental laws and is, or properties owned or leased byand since January 1, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not 2017, has been, in compliance with any Laws governing pollution or the protection terms of human health or the environmentsuch permits, licenses and other approvals and with all applicable environmental laws, (iic) has caused any “release” to the Knowledge of a “the Company, no hazardous substance” (as those terms are defined in the Comprehensive Environmental Responsematerial is located at, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on or under any property that is used for the business of the Company currently or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased by Parent or any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit that would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andgive rise to any cost, to liability or obligation of any of the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension Parent or any adverse modification of its Subsidiaries under any such permitsenvironmental laws other than future costs, except where liabilities and obligations associated with remediation at the failure end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no hazardous material has been released, generated, owned, treated, stored or handled by Parent or any of its Subsidiaries, and no hazardous material has been transported to have or released at any such Permit location in a manner that would not, individually, or in the aggregate, reasonably be expected to have give rise to any cost, liability or obligation of Parent or any of the Subsidiaries under any environmental laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a Company Material Adverse Effect.
well, facility or pipeline that has produced, stored or transported hydrocarbons, and (ce) The Company previously there are no agreements in which Parent or any of the Subsidiaries has expressly assumed responsibility for any known obligation of any other Person arising under or relating to environmental laws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, which has not been made available to Parent copies the Backstop Parties prior to the Execution Date. Notwithstanding the generality of all environmental site assessments prepared by any person, other representations and permits required under Environmental Laws and all other material correspondence with Governmental Entities warranties in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means the representations and warranties in this Section 3.15 constitute the sole and exclusive representations and warranties in this Agreement with respect to any applicable Federalenvironmental, state health or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environmentmatters, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state arising under or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management environmental laws or disposal of biological agents or substances including medical or infectious wasteshazardous materials.
Appears in 2 contracts
Sources: Backstop Commitment Agreement, Backstop Commitment Agreement (Claires Stores Inc)
Environmental. (a) To the knowledge of the Company, each of the Company and its Subsidiaries and any predecessors thereof has been and is in compliance with all Environmental Laws, except for noncompliance that would not, individually or in the aggregate, have a Company Material Adverse Effect, which compliance includes the possession by the Company and its Subsidiaries of material permits and other governmental authorizations required for their operations under applicable Environmental Laws, and compliance with the terms and conditions thereof.
(b) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, of any Environmental Claims against the Company or any of its Subsidiaries from any Governmental Entity Subsidiary or third party that remains outstanding alleging written notice that the Company or any of its Subsidiaries or any predecessor of any of the foregoing may be potentially liable under or received any written requests for information or other written correspondence or written notice that it is not considered potentially liable for any contamination by Hazardous Substances or noncompliance with Environmental Laws.
(c) To the knowledge of the Company, none of the properties currently or formerly owned, leased or operated by the Company, any Subsidiary or any predecessor of any of the foregoing (including, without limitation, soils and surface and ground waters) have been contaminated by the dumping, discharge, spillage, disposal or other Release of Hazardous Substances. To the knowledge of the Company, with respect to the real property currently owned, leased or operated by the Company or any of its Subsidiaries, there have been no Releases of Hazardous Materials that require a Cleanup or is part of an Environmental Claim.
(d) All waste containing any Hazardous Materials generated, used, handled, stored, treated or disposed of (directly or indirectly) by the Company has been released or disposed of in material compliance with any all applicable Environmental Laws governing pollution and reporting requirements.
(e) To the Company’s knowledge, no building or other improvement located on the protection of human health properties currently owned, leased or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of operated by the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List extent such building or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of property is occupied by the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain Subsidiaries) contains any friable asbestos or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectfriable asbestos-containing materials.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Checkfree Corp \Ga\), Merger Agreement (Corillian Corp)
Environmental. (a) Neither Except as disclosed on Schedule 8.1(u), each of the Company Borrower and each Material Subsidiary is in compliance in all material respects with, has not violated, has not done or suffered any act which could give rise to liability under, and is not otherwise exposed to any liability under, any Requirements of Environmental Law. Except as disclosed on Schedule 8.1(u), neither the Borrower nor any of its Subsidiaries (i) Material Subsidiary has received any written notice with respect to the business ofnotice, claim, demand, suit, or properties owned or leased by, the Company or request for information of any of its Subsidiaries kind from any Governmental Entity Authority or third party that remains outstanding alleging that the Company private entity of any failure or alleged failure to comply with, or any of its Subsidiaries is not in compliance with any Laws governing pollution liability or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge ofalleged liability under, any potential responsibility or liability Requirement of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit which would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, nor, to the Company’s knowledgebest knowledge of the Borrower, there are no pending has any other entity whose liability therefor, in whole or threatened claims that seek in part, may be attributed to the revocation, cancellation, suspension Borrower or any adverse modification Material Subsidiary, received such notice, claim, demand, suit, or request for information except as disclosed on Schedule 8.1(u). Neither the Borrower nor any Material Subsidiary has notified any Governmental Authority under any Requirement of Environmental Law regarding the presence or suspected presence at, on, above, beneath, near, or within its property or the release by it in any way of any such permitssubstance which may require treatment or remediation of any kind under any Requirement of Environmental Law except as disclosed on Schedule 8.1(u) and except to the extent that the same, except where the failure to have any such Permit would not, individually, either individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed on Schedule 8.1(u) and except for substances the existence of which could not reasonably be expected to have a Material Adverse Effect, there exists no substance at, on, above, beneath, near, or within any facilities, properties previously used for the disposal of waste, or lands owned or operated by the Borrower or any Material Subsidiary or any entity whose liability in whole or in part may be attributed to such party or Material Subsidiary thereof the investigation, clean-up, removal, or remediation of which may be required under any Requirement of Environmental Law. Except as disclosed on Schedule 8.1(u) and except for those which could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any Material Subsidiary is subject to any agreements, consent orders, licences, permits, or other final orders or directives of any applicable Governmental Authority which relates to or has arisen from any Requirement of Environmental Law. Without limiting the foregoing, the information contained in the documents and instruments referred to in Schedule 8.1(u) with respect to any matter that does not pertain to the LaRonde Mine, could not reasonably be expected to have a Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Credit Agreement (Agnico Eagle Mines LTD), Third Amended and Restated Credit Agreement (Agnico Eagle Mines LTD)
Environmental. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent:
(a) Neither Parent and its Subsidiaries are and, since January 1, 2021, have been in compliance with all applicable Environmental Laws, including possessing and complying with the Company nor terms of all Parent Permits required for their operations under applicable Environmental Laws;
(b) as of the date of this Agreement, there is no Proceeding or Order pending or, to the Knowledge of Parent, threatened pursuant to or relating to any Environmental Law against Parent or any of its Subsidiaries Subsidiaries;
(ic) has received any written notice with respect to as of the business ofdate of this Agreement, or properties owned or leased by, the Company none of Parent or any of its Subsidiaries from any Governmental Entity has received notice or third party that remains outstanding a request for information alleging that the Company Parent or any of its Subsidiaries or any of their respective predecessors has been or is not in compliance with actual or potential violation of any Laws governing pollution applicable Environmental Law or the protection otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved;
(d) there have been no Releases of human health Hazardous Materials on or the environment, (ii) has caused underneath any “release” of a “hazardous substance” (as those terms location that have resulted in or are defined reasonably likely to result in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company an obligation by Parent or any of its Subsidiaries which release remains unresolvedto remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to Parent or any of its Subsidiaries pursuant to applicable Environmental Law;
(e) any asbestos, (iii) asbestos-containing material or presumed asbestos-containing material that is on or part of any real property, plant, building or facility currently ownsowned, operates leased or leases operated primarily by Parent or has 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 Parent or leased any premises that is listedof 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 Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensationcurrent legal standards governing such material, and Liability Information System, both as maintained under the Federal Comprehensive its presence or condition does not violate any Environmental Response, Compensation and Liability Act Law; and
(“CERCLA”), or on any comparable state governmental lists, or (ivf) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability none of the Company products manufactured, distributed or sold by Parent or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its present or past Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct or any of their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain predecessors contained asbestos or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectasbestos-containing material.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (AZEK Co Inc.), Merger Agreement (James Hardie Industries PLC)
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to Except as set forth on Schedule 3.01(p)(i) of the business of, or properties owned or leased byDisclosure Schedules, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and Acquired Companies are in compliance with such permitsall Environmental Laws, except where to the failure to obtain or comply with extent that any such Permit non-compliance would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. All There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land.
(ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied).
(iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such permits Permits have been obtained in a timely manner and are presently maintained in full force and effect andin the name of an Acquired Company.
(iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Company’s knowledgeKnowledge of Seller, there are has been no pending Release of Hazardous Substances at or threatened claims from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that seek would be reasonably expected to trigger any obligation of Seller or the revocationAcquired Companies under Environmental Laws to report, cancellationinvestigate, suspension remove or any adverse modification remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse EffectProject.
(cv) The Company previously Seller has made available to Parent copies Purchaser all material environmental reports, assessments and documents that are in the possession of all environmental site assessments prepared by any person, Seller or the Acquired Companies and permits required that relate to actual or potential material Liabilities under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining respect to the protection of human health, safety Projects or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Land.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Clearway Energy LLC), Membership Interest Purchase Agreement (Clearway Energy, Inc.)
Environmental. (a) Neither As used herein, the Company nor term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of its Subsidiaries (i) has received any written notice with respect the Facilities and pertaining to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in including, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, of 1982 and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, 1986. Except as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; (i) disclosed in any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate environmental reports comprising a part of the management Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or (ii) would not have a material adverse effect on the Facilities or the business of the Seller operated thereon, to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation of any Environmental Law or is subject to any pending or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations under any Environmental Law; (b) no underground storage tanks have been or are now located at any Facility; (c) none of the Facilities is now or ever has been used for industrial purposes or for the storage, treatment or disposal of biological agents hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for the storage and disposal of such wastes and materials in the ordinary course of the business of the Facilities in accordance with applicable Environmental Laws, nor has any Facility ever been listed by any federal, state or county agency or governmental official as containing any oil, hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, and (d) no hazardous substances including medical or infectious wastestoxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on any Facility or any portion thereof, from any source whatsoever, or are now located at any Facility, in violation of applicable Environmental Laws (including, without limitation, asbestos, radon, oil or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify the Purchaser promptly of any fact of which the Seller acquires actual knowledge which would cause this representation to become false and of any written notice that the Seller receives regarding the matters set forth in this subsection (t).
Appears in 2 contracts
Sources: Real Estate Purchase and Sale Agreement (Crescent Real Estate Equities Inc), Real Estate Purchase and Sale Agreement (Crescent Real Estate Equities Inc)
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party Except for matters that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force Effect on Parent: (i) Parent and effect andits Subsidiaries have complied at all times with all applicable Environmental Laws and all Parent Permits issued pursuant to Environmental Laws, (ii) to the Company’s knowledgeKnowledge of Parent, there are no pending property currently owned or threatened claims that seek the revocation, cancellation, suspension operated by Parent or any adverse modification of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) contains or is contaminated with any such permits, except where the failure to have any such Permit Hazardous Substance of a type or quantity which would not, individually, or in the aggregate, reasonably be expected to have require remediation pursuant to any Environmental Law, (iii) to the Knowledge of Parent, no property formerly owned or operated by Parent or any of its Subsidiaries contained or was contaminated with any Hazardous Substance during or prior to such period of ownership or operation of a Company Material Adverse Effect.
type or quantity which would reasonably be expected to require remediation pursuant to any Environmental Law, (civ) The Company previously none of Parent or any of its Subsidiaries is liable for any Hazardous Substance release, disposal or contamination on any third party property, (v) neither Parent nor any of its Subsidiaries has made available received any notice, demand, letter, claim or request for information alleging that Parent or any of its Subsidiaries is or may be in violation of or subject to liability under any Environmental Law (including claims of exposure, personal injury or property damage), (vi) neither Parent copies nor any of all environmental site assessments prepared by its Subsidiaries is party to any personproceeding, and permits required under Environmental Laws and all or subject to any order, decree, injunction, indemnity or other material correspondence agreement with any Governmental Entities in the Company’s possession Entity or any third party resolving or relating to compliance violations of or liability under any Environmental Law or liability with Environmental Laws.
respect to Hazardous Substances and (dvii) For purposes there are no other circumstances or conditions involving Parent or any of this Agreementits Subsidiaries, “Environmental Laws” means any applicable Federalor their respective properties or operations, state or local Lawsincluding, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection Knowledge of human healthParent, safety any pending Environmental Law, that would reasonably be expected to result in any claim, liability, investigation, increased costs to comply or restriction on the environmentoperation, including without limitationownership, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇use, ▇▇ ▇or transfer of any property or operation pursuant to any Environmental Law.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Exelon Corp), Merger Agreement (Public Service Enterprise Group Inc)
Environmental. The only representations and warranties given in respect to Environmental Laws, Environmental Permits, Environmental Claims, or other environmental matters are those contained in this Section 5.10, and none of the other representations and warranties contained in this Agreement will be deemed to constitute, directly or indirectly, a representation and warranty with respect to Environmental Laws, Environmental Permits, Environmental Claims, other environmental matters, or matters incident to or arising out of or in connection with any of the foregoing. All such matters are governed exclusively by this Section 5.10.
(a) Neither the Company nor any of its Subsidiaries Except as set forth on Schedule 5.10(a)-1, (i) has received any written notice Seller presently possesses all Environmental Permits necessary to own, maintain, and operate the Purchased Assets as they are currently being owned, maintained and operated, and to conduct the Business as it is currently being operated and conducted, except with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with possess any such Permit would notEnvironmental Permits that, individually, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, (ii) with respect to the Company’s knowledgePurchased Assets and the Business, there are Seller is in compliance in all material respects with the requirements of such material Environmental Permits and Environmental Laws, and (iii) Seller has received no pending written notice or threatened claims that seek the revocationinformation of an intent by an applicable Governmental Entity to suspend, cancellationrevoke, suspension or any adverse modification of withdraw any such permitsEnvironmental Permits, except where the failure with respect to have any such Environmental Permit would notthat, individuallyif suspended, revoked or withdrawn, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. To Seller’s Knowledge as of the date hereof, Schedule 5.10(a)-2 sets forth a list of all material Environmental Permits held by Seller for the operation of the Business.
(b) Except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 5.10(b), neither Seller nor any Affiliate of Seller has received within the last three (3) years any written notice, report, or other information regarding any actual or alleged violation of Environmental Laws, Environmental Permits, or any liabilities or potential liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of the Business or the Purchased Assets arising under Environmental Laws. To Seller’s Knowledge as of the date hereof, Schedule 5.10(b) sets forth a list of the written notices, reports or information that Seller or any Affiliate of Seller has received within the last three (3) years regarding any such actual or alleged violations of Environmental Laws or Environmental Permits.
(c) The Company previously Except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect or as set forth on Schedule 5.10(c), (i) there is and has made available been no Release from, in, on, or beneath the Real Property that could form a basis for an Environmental Claim, and (ii) there are no Environmental Claims related to Parent copies the Purchased Assets or the Business, which are pending or, to Seller’s Knowledge, threatened against Seller. To Seller’s Knowledge as of the date hereof, Schedule 5.10(c) sets forth a list of all environmental site assessments prepared by any personReleases from, in, on or beneath the Real Property that could form the basis for an Environmental Claim, and permits required under of all Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state Claims pending or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises threatened against Seller that are located, pertaining principally related to the protection of human health, safety Purchased Assets or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇Business. 1-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.LA/903877.26
Appears in 2 contracts
Sources: Asset Purchase Agreement (Aquila Inc), Asset Purchase Agreement (Black Hills Corp /Sd/)
Environmental. (a) Neither the Company nor any of its Subsidiaries Except as described on Schedule 3.06: (i) has received any written notice with respect to the business of, or properties owned or leased byKnowledge of Seller, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries Real Property is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive all applicable Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsLaws, except where the failure to obtain be in compliance would not have a material adverse effect on the Purchased Assets, taken as a whole; (ii) Seller has not received written notification within the three-year period preceding the date of this Agreement from any Governmental Entity with respect to any current material violations of or comply with liability under any Environmental Laws concerning the Purchased Assets; (iii) to the Knowledge of Seller, there are no claims, actions, suits or Legal Proceedings pending or threatened, at law or equity, relating to violation of or liability under any Environmental Law concerning the Purchased Assets; (iv) to the Knowledge of Seller, there has been no Release or threatened Release at, on, under or from the Purchased Assets of any Hazardous Materials except such Permit matters as would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and material adverse effect andon the Purchased Assets, taken as a whole; (v) to the Company’s knowledgeKnowledge of Seller, there are no pending facts or threatened claims circumstances that seek could reasonably be expected to result in the revocation, cancellation, suspension or any adverse modification imposition of any such permitsliability pursuant to Environmental Law upon Buyer with respect to the Purchased Assets, except where the failure to have any such Permit matters as would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.
material adverse effect on the Purchased Assets, taken as a whole; (vi) Seller has provided to Buyer copies of the reports and investigations within its possession or control regarding the environmental condition of the Purchased Assets that are listed on Schedule 3.06(vi); (vii) Schedule 3.06(vii) contains a true, correct and complete list of all material Environmental Permits pertaining to the Project; (viii) Seller currently has all material Environmental Permits that are required for the operation of the Project as presently operated, all of which are in full force and effect; and (ix) to the Knowledge of Seller (a) Seller is not in violation of any terms or conditions of any such Environmental Permit, other than any such violation, breach or default that would not reasonably be expected to have a material adverse effect on Seller, the Project or the Purchased Assets, (b) no written notice of a pending violation of any material Environmental Permit has been received by Seller, and (c) no proceeding is pending or threatened to revoke, prevent the renewal of, or limit any such material Environmental Permit. The Company previously has made available representations and warranties contained in this Section 3.06 are the exclusive representation and warranties by Seller related to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws, Environmental Conditions and Environmental Permits.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Asset Purchase Agreement (NewPage Holding CORP), Asset Purchase Agreement (NewPage CORP)
Environmental. (a) Neither the Company nor any of its Subsidiaries Each Loan Party shall (i) has received keep the Real Property free of any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, Environmental Liens; (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensationcomply, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on take all commercially reasonable efforts to cause all tenants and other Persons who may come upon any property that is used for the business owned or operated by it to comply, with all Environmental Laws in all material respects and provide to Collateral Agent any documentation of the Company such compliance which Collateral Agent or any of its Subsidiaries which release remains unresolved, Lender may reasonably request; (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive maintain and comply in all material respects with all Governmental Authorizations required under applicable Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or Laws; (iv) has received written notification oftake all efforts to prevent any unpermitted Release of Hazardous Materials on, at, under or migrating from any property owned or operated by any Loan Party; (v) undertake or cause to be undertaken any and all Remedial Actions in response to any Environmental Claim, Release of Hazardous Materials or violation of Environmental Law, to the Company has no knowledge of, any potential responsibility or liability of the Company extent required by Environmental Law or any Subsidiary pursuant Governmental Authority and to repair and remedy any impairment to the provisions Real Property consistent with its current use and, upon request of (1) CERCLARequired Lenders, or (2) any similar Federalprovide the Agents all data, state, local, foreign or other Environmental Lawinformation and reports generated in connection therewith.
(b) The Company Each Loan Party shall promptly (but in any event within five (5) Business Days) (i) notify the Agents in writing (A) if it knows, suspects or believes there may be a Release or threatened Release of Hazardous Materials in excess of any reportable quantity or material violation of Environmental Laws in, at, on, under or from any part of the Real Property or any improvements constructed thereon, (B) of any material Environmental Claims asserted against or Environmental Liabilities and each Costs of its Subsidiaries has obtained all permits required by any Loan Party or predecessor in interest or concerning any Real Property, (C) of any material failure to comply with Environmental Law necessary at any Real Property or that is reasonably likely to enable them to conduct their respective businesses as currently conducted and are result in compliance with such permitsan Environmental Claim asserted against any Loan Party, except where the failure to obtain (D) any Loan Party's discovery of any occurrence or comply with condition on any such Permit would not, individually, real property adjoining or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All vicinity of any Real Property that could cause such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension Real Property or any adverse modification part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (E) any notice of Environmental Lien filed against any Real Property, and (ii) provide such permits, except where the failure other documents and information as reasonably requested by Collateral Agent in relation to have any such Permit would not, individually, or in the aggregate, reasonably be expected matter pursuant to have a Company Material Adverse Effectthis Section 6.9(b).
(c) The Company previously has made available to Parent copies At any time that an Event of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession Default relating to an environmental matter has occurred and is continuing, Collateral Agent or its representative shall have the right but not the duty, during normal business hours, upon reasonable prior notice to the Loan Parties, to enter and visit any Real Property for the purposes of observing the Real Property, taking and removing soil or groundwater samples and conducting investigations, audits and tests on any part of the Real Property, at the sole cost and expense of the Loan Parties, provided that Collateral Agent shall not have any duty to visit or observe the Real Property or to conduct investigations, audits or tests. The Loan Parties acknowledge that in no event will any site visit, observation, investigation, audit or testing by Collateral Agent impose any liability on Collateral Agent and in and of itself (i) be a representation that Hazardous Materials are or are not present at, in, on, under or from the Real Property, or that there has been or will be compliance of any kind with any Environmental Law, or (ii) otherwise make any Agent or any Lender an owner or operator of any of the Real Property so as to impact any lender liability protections available under Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Financing Agreement (Global Geophysical Services Inc), Settlement Agreement
Environmental. (a) Neither Except as disclosed in the Company nor any of its Subsidiaries Western Public Disclosure Documents:
(i) has received any written notice with respect to Western and each of the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Western Subsidiaries is not and has been operated in compliance with any Laws governing pollution or the protection of human health or the environmentall applicable Environmental Laws, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or except to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the extent that a failure to obtain or comply with any be in such Permit would notcompliance, individually, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. All such permits Effect on Western;
(ii) all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and operation by Western or any of the Western Subsidiaries of the real property, assets, mines and other facilities owned or used by Western or any of the Western Subsidiaries and all of the properties related thereto have been duly obtained, made or taken and are in full force and effect andeffect, are not subject to further Environmental Approvals or appeal, or to the Company’s knowledgeknowledge of Western, there are no any pending or threatened claims that seek legal or administrative proceedings, and there are to the revocationknowledge of Western, cancellationno proposals to amend, suspension revoke or any adverse modification of any replace such permitsmaterial Environmental Approvals;
(iii) the Western Material Property has not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except where in compliance in all material respects with all Environmental Laws and except to the failure to have any extent that such Permit non-compliance would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously Effect on Western. Neither Western nor the Western Subsidiaries or, to the knowledge of Western any other person in control of the Western Material Property, has made available caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Western Material Property, except in compliance with all Environmental Laws, except to Parent copies the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Western. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Western Material Property have been handled, recycled, disposed of, treated and stored in compliance with all environmental site assessments prepared by Environmental Laws except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on Western. To the knowledge of Western, there are no Hazardous Substances at, in, on, under or migrating from any personWestern Property, and permits required under except in material compliance with all Environmental Laws and all other material correspondence with Governmental Entities except to the extent that any failures to be in the Company’s possession relating compliance would not reasonably be expected to compliance with Environmental Laws.have a Material Adverse Effect on Western;
(div) For purposes neither Western nor the Western Subsidiaries or any other person for whose actions Western or any Western Subsidiary may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of this Agreementany Hazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (ii) to the knowledge of Western, “Environmental Laws” means proposed for listing on any applicable Federallist issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or local Lawsprovincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against Western or any of the Western Subsidiaries. To the knowledge of Western, no site or facility now or previously owned, operated or leased by Western or any of the Western Subsidiaries is listed or, to the knowledge of Western, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action;
(v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on Western, neither Western nor the Western Subsidiaries nor any other person for whose actions Western or any Western Subsidiary may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of the Western Properties in each case such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Western; or (ii) would reasonably be expected to result in imposition of a lien, charge or other encumbrance or the expropriation on any of the Western Properties or the assets of Western or the Western Subsidiaries; and
(vi) except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Western and except as amended and in effect disclosed in the jurisdiction in which Western Public Disclosure Documents, neither Western nor the applicable site Western Subsidiaries has received from any person or premises are locatedGovernmental Entity any notice, pertaining to the protection formal or informal, of human healthany proceeding, safety action or the environmentother claim, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, Liability or potential Liability arising under any Environmental Law that is pending as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastesdate hereof.
Appears in 2 contracts
Sources: Business Combination Agreement (Western Goldfields Inc.), Business Combination Agreement (New Gold Inc. /FI)
Environmental. (a) Neither the Company nor any of its Subsidiaries Except where a violation or failure is not reasonably likely to have a Material Adverse Effect, (i) has received keep any written notice with respect to the business of, or properties material property either owned or leased by, the Company operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Agent any documentation of such compliance which the Agent may reasonably request; (iii) provide the Agent with written notice within five (5) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any Governmental Entity time owned or third party that remains outstanding alleging that the Company operated by it or any of its Subsidiaries is not in compliance and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) provide the Agent with written notice within ten (10) days of the receipt of any Laws governing pollution or of the protection of human health or the environment, following: (iiA) notice that a material Environmental Lien has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that is used for the business of the Company an Environmental Action will be filed against any Loan Party or any of its Subsidiaries which release remains unresolvedis reasonably likely to have a Material Adverse Effect; and (C) notice of a violation, (iii) currently owns, operates citation or leases or has formerly owned, operated or leased any premises that is listed, or other administrative order to the Company’s knowledgeextent that any of the foregoing are reasonably likely to have a Material Adverse Effect; and (v) defend, proposed for listing, on indemnify and hold harmless the National Priorities List or Agent and the Comprehensive Environmental Response, CompensationLenders and their transferees, and Liability Information Systemtheir respective employees, both as maintained under agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Federal Comprehensive Environmental Responsegeneration, Compensation and Liability Act (“CERCLA”)presence, disposal, Release or on threatened Release of any comparable state governmental listsHazardous Materials on, under, in, originating or (iv) has received written notification of, and the Company has no knowledge of, emanating from any potential responsibility property at any time owned or liability of the Company operated by any Loan Party or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the presence or Release of such Hazardous Materials, (D) any violation of any Environmental Law necessary and/or (E) any Environmental Action filed against the Agent or any Lender to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with extent that any such Permit would not, individually, or in of the aggregate, foregoing is reasonably be expected likely to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Senior Loan Agreement (DSW Inc.), Senior Loan Agreement (Retail Ventures Inc)
Environmental. (a) Neither Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentEnvironmental Laws, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.CERCLA), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, requires any cleanup or remediation pursuant to Environmental Law or (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, CERCLA or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledgeKnowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all phase I environmental site assessments reports prepared by any personPerson, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws, in the case of each of the foregoing within the last three (3) fiscal years.
(d) For purposes of The representations and warranties contained in this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended Section 3.16 constitute the sole and in effect in exclusive representations and warranties made by the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Company concerning environmental matters.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither the Company nor any of its Subsidiaries Except as would not reasonably be expected to have a Material Adverse Effect, (i) has received any written notice the operations and properties of Borrower comply in all respects with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any all applicable Environmental Laws governing pollution or the protection of human health or the environmentand Environmental Permits, (ii) all past non-compliance with such Environmental Laws and Environmental Permits has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensationbeen resolved without ongoing obligations or costs, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates no circumstances exist that would be reasonably likely to (x) form the basis of an Environmental Action against Borrower or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, its properties or (ivy) has received written notification ofcause any such property to be subject to any restrictions on ownership, and the Company has no knowledge ofoccupancy, use or transferability under any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and In each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses case except as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. All : (i) none of the properties currently or formerly owned or operated by Borrower is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such permits property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in full force and effect andwhich Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by Borrower, to the Company’s best of its knowledge, on any property formerly owned or operated by Borrower; there are is no pending asbestos or threatened claims that seek the revocationasbestos-containing material on any property currently owned or operated by Borrower; and (iii) Hazardous Materials have not been released, cancellation, suspension discharged or disposed of on any adverse modification of any such permits, property currently or formerly owned or operated by Borrower.
(c) In each case except where the failure to have any such Permit as would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.
: (ci) The Company previously has made available to Parent copies of all environmental site assessments prepared by any personBorrower is not undertaking, and permits required under Environmental Laws and all has not completed, either individually or together with other material correspondence with Governmental Entities in the Company’s possession potentially responsible parties, any investigation or assessment or remedial or response action relating to compliance with Environmental Laws.
(d) For purposes of this Agreementany actual or threatened release, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management discharge or disposal of biological agents Hazardous Materials at any site, location or substances including medical operation, either voluntarily or infectious wastespursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by Borrower have been disposed of in a manner not reasonably expected to result in liability to Borrower.
Appears in 1 contract
Environmental. Except as disclosed in any Camden SEC Report, any ------------- Phase I Environmental Site Assessment prepared by or for the benefit of Camden, or in Section 6.12 of the Disclosure Schedule:
(a) Neither To the Company nor knowledge of Camden, each of Camden and its subsidiaries, any of its Subsidiaries (i) has received Participation Facilities and any written notice with respect to the business of, or properties owned or leased by, the Company property in which Camden or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that subsidiaries holds a security interest, and where required by the Company or any of its Subsidiaries is not context, the Loan Properties, are, and have been, in material compliance with any Laws governing all applicable environmental laws and with all rules, regulations, standards and requirements of the EPA and of state and local agencies with jurisdiction over pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company There is no suit, claim, action or proceeding pending or, to the knowledge of Camden and each its subsidiaries, threatened, before any Governmental Entity or other forum in which Camden or any of its Subsidiaries subsidiaries or, to the knowledge of Camden, any Participation Facility has obtained all permits required been or, with respect to threatened proceedings, may be, named as a defendant, responsible party or potentially responsible party (i) for alleged noncompliance (including by Environmental Law necessary any predecessor), with any environmental law, rule, regulation, standard or requirement or (ii) relating to enable them the 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 has been or, with respect to conduct 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 38 requirement or (ii) relating to the release into or presence in the 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 subsection (b) or (c) of this 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 of their respective businesses as currently conducted current properties, (ii) Camden's and are its subsidiaries' participation in compliance with 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 affecting such permitsproperty of Camden or such Participation Facility or Loan Property, except where the failure to obtain such release or comply with any such Permit presence is not or would not, individually, either individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterial. All such permits are in full force To the knowledge of Camden and effect andits subsidiaries, prior to the Company’s knowledgeperiod of (Camden's and its subsidiaries' ownership or 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 are was no pending release or threatened claims that seek the revocationpresence of Hazardous Material or Oil in, cancellationon, suspension under or any adverse modification of affecting any such permitsproperty, Participation Facility or Loan Property, except where the failure to have any such Permit release or presence is not or would not, individually, either individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterial.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Merger Agreement (KSB Bancorp Inc)
Environmental. Except as disclosed in the SEC Reports filed prior to the date of this Agreement:
(ai) Neither the Company nor any of its Subsidiaries (i) subsidiaries has received any written notice with respect of, or, to the business ofknowledge of the Company, is subject to, any pending or properties owned threatened action, cause of action, claim or leased by, the Company investigation alleging liability under or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in non-compliance with any Laws governing applicable federal, state or local laws or regulations relating to pollution or the protection of human health or the environmentenvironment ("Environmental Laws"), except for such actions, causes of action, claims or investigations which, individually or in the aggregate, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
(ii) To the knowledge of the Company, there has caused been no spill, discharge, leak, emission, injection, disposal, escape, dumping or release of any “release” kind (collectively, "Release") of a “any pollutants, contaminants, hazardous substance” substances, hazardous chemicals, toxic substances, hazardous wastes, infectious wastes, radioactive materials, materials, petroleum (as including without limitation crude oil or any fraction thereof) or solid wastes, including without limitation those terms are defined in the Comprehensive any Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.Law ("Hazardous Materials"), on, beneath, above or into any of the real property currently owned, leased or operated by the Company or any of its subsidiaries (collectively, the "Current Property") or any of the real property formerly owned, leased or operated by the Company or any of its subsidiaries (collectively, the "Former Property"), except for any Releases permitted by law or which have not had and are not reasonably likely to have, individually or in excess the aggregate, a Material Adverse Effect.
(iii) Neither of the Company nor any of its subsidiaries has been identified as a reportable quantity on potentially responsible party at a site listed in the National Priorities List.
(iv) To the knowledge of the Company, no Current Property or Former Property is or ever has been used by the Company or any property that is used for of its subsidiaries, or by any other person under the business control of the Company or any of its Subsidiaries which release remains unresolvedsubsidiaries, (iii) currently ownsfor the storage, operates disposal, generation, manufacture, refinement, transportation, production or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification treatment of any Hazardous Materials in such permits, except where the failure a manner as to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have require a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies permit under Section 3005 of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seqSection 6925.;
(v) To the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection knowledge of the environment which regulate Company, (A) there are no underground storage tanks, injection ▇▇▇▇▇ or landfills located on any of the management Current Property, and (B) there are no asbestos-containing materials or disposal polychlorinated biphenyls (PCBs) located on any of biological agents the Current Property in such form, quantities or substances including medical condition so as to create any material liability or infectious wastesobligation of the Company or any of its subsidiaries under any Environmental Laws.
Appears in 1 contract
Sources: Merger Agreement (Land O Lakes Inc)
Environmental. (a) Neither the Company nor any of its Subsidiaries Except as would not reasonably be expected to have a Material Adverse Effect, (i) has received any written notice the operations, products and properties of Parent and each Subsidiary comply in all respects with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any all applicable Environmental Laws governing pollution or the protection of human health or the environmentand Environmental Permits, (ii) all past non-compliance with such Environmental Laws and Environmental Permits has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensationbeen fully and finally resolved without ongoing obligations or costs, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently ownsno facts, operates circumstances or leases or has formerly owned, operated or leased any premises conditions exist that is listed, or to could (x) form the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive basis of an Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility Claim against or liability under Environmental Law of the Company Parent or any Subsidiary pursuant to the provisions or involving any of (1) CERCLA, their current or former properties or (2y) cause any similar Federalsuch property to be subject to any restrictions on ownership, stateoccupancy, local, foreign use or other transferability under any Environmental Law.
(b) The Company and In each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses case except as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. All : (i) none of the properties currently or formerly owned or operated by Parent or any Subsidiary is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such permits property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in full force and effect andwhich Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by Parent or any Subsidiary, to the Company’s best of its knowledge, there are no pending on any property formerly owned or threatened claims that seek the revocation, cancellation, suspension operated by Parent or any adverse modification Subsidiary; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Parent or any Subsidiary; and (iii) Hazardous Materials have not been Released on, at or from any property currently or formerly owned or operated by Parent or any Subsidiary or at any property where Parent or any Subsidiary has disposed of, transported or arranged for the disposal or transport of any such permits, wastes.
(c) In each case except where the failure to have any such Permit as would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.
: (ci) The Company previously neither Parent nor any Subsidiary is undertaking, and has made available not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to Release of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by Parent or any Subsidiary have been disposed of in a manner that would not reasonably be expected to result in liability to Parent copies of all environmental site assessments prepared by or any personSubsidiary and (iii) neither Parent nor any Subsidiary is otherwise subject to any order, and permits required decree, judgment, settlement agreement or, whether contingent or otherwise, liability under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession or relating to compliance with any Environmental LawsLaw.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither Except as disclosed in Section 4.16(a) of the Company Disclosure Schedule:
(i) the Company and its subsidiaries comply, and at all times have complied in all respects, with all applicable Environmental Laws, except for any such lack of compliance which would not have a Material Adverse Effect on the Company;
(ii) the Company and its subsidiaries have obtained and are in compliance with all Environmental Permits necessary for the operation of the properties currently owned, leased, operated or controlled by the Company and its subsidiaries and the conduct of the business of the Company and its subsidiaries, except for any failure to so comply which would not have a Material Adverse Effect on the Company; there are no proceedings against the Company pending or, to the knowledge of the Company or any of its subsidiaries, threatened which would jeopardize the validity of any such Environmental Permits;
(iii) there are no facts, conditions or circumstances that form the basis for the Company or any of its subsidiaries to be subject to any liability, loss, damage, penalty, fine, obligation, lien, cost or expense of any nature whatsoever ("Loss") pursuant to any Environmental Law in connection with the presence, Release or threatened Release by the Company of any Hazardous Substance at any property (including soils, groundwater, surface water, buildings and other structures, and equipment) currently or formerly owned, leased, operated or controlled by the Company or its subsidiaries or any other property for which the Company bears liability under Environmental Laws (including, without limitation, any location at which any Hazardous Substances generated, stored, treated or disposed by or on behalf of the Company or any of its subsidiaries have come to be located), except for any facts, conditions or circumstances which would not result in a Material Adverse Effect on the Company;
(iv) neither the Company nor any of its Subsidiaries (i) subsidiaries has received any written notice with respect to the business ofnotice, demand, letter, claim or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding request for information alleging that the Company or any of its Subsidiaries subsidiaries is not or may be in compliance violation of or liable under any Environmental Law and the Company has no knowledge of the foregoing;
(v) neither the Company nor any of its subsidiaries is subject to any written Orders, decrees, injunctions, consent agreements or other similar arrangements with any Laws governing pollution Governmental Authority or is subject to any indemnity or contribution agreement with any person relating to liability under any Environmental Law or relating to Hazardous Substances and the protection Company has no knowledge of human health the foregoing;
(vi) there is no material proceeding pending or, to the knowledge of the Company and its subsidiaries, threatened, before any Governmental Authority by or against the environmentCompany or its subsidiaries arising under or relating to any Environmental Law;
(vii) there are no facts, (ii) has caused conditions or circumstances that would result in a Material Adverse Effect on the Company pursuant to any “release” of a “hazardous substance” (as those terms are defined Environmental Law in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on connection any property that is used for the business predecessor of the Company or any of its Subsidiaries subsidiaries;
(viii) there are (a) no Environmental Laws, including, without limitation, to the knowledge of the Company any Environmental Laws compliance with which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listednot required until after the date hereof, or any orders, decrees, injunctions, consent agreements or other similar arrangements with any Governmental Authority, or any indemnity or contribution agreements with any person, and (b) to the knowledge of the Company’s knowledge, proposed for listingno proposals to amend, on supplement or supplant any existing Environmental Laws or to create any new Environmental Laws or amend, supplement or supplant any orders, decrees, injunctions, consent agreements or other similar arrangements with any Governmental Authority or any indemnity or contribution agreements with any person, compliance with which could (in the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act case of clause (“CERCLA”), or on any comparable state governmental lists, a) or (ivb) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of above) be reasonably expected to require that the Company or any Subsidiary pursuant of its subsidiaries install or modify any facilities, structures or equipment or make any other material capital improvements or incur operating costs in excess of current operating costs in order to operate any property owned, leased, operated or controlled by the provisions Company or any of (1) CERCLA, its subsidiaries in substantially the same manner such property is currently operated or (2) any similar Federal, state, local, foreign or other Environmental Lawoperate the business of the Company and its subsidiaries in substantially the same manner in which it is currently conducted if the effects thereof would have a Material Adverse Effect on the Company.
(b) The Company Except for transfers of permits issued pursuant to Environmental Laws and each notifications required pursuant to Environmental Laws, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not impose any obligation on the Company, any of its Subsidiaries has obtained all permits required by subsidiaries, Parent or Purchaser to take any action pursuant to any Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits(including, except where the failure to obtain without limitation, any so-called environmental property transfer act), any order, decree, injunction, consent agreement or comply other similar arrangement with any such Permit would not, individuallyGovernmental Authority, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending any indemnity or threatened claims that seek the revocation, cancellation, suspension or contribution agreement with any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectperson.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any personAs used herein, and permits required under the term "Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” Law" means any applicable Federalinternational, state national, Native American, provincial, regional, federal, state, municipal or local Lawslaw, in each case as amended and in effect in the jurisdiction in which the applicable site ordinance, rule, order, statute, decree, judgment, injunction, directive, Environmental Permit, code, regulation, common or premises are locateddecisional law (including, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes principles of tort, negligence, trespass, nuisance, strict liability, contribution and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇indemnification) or other requirement of any Governmental Authority, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.to:
Appears in 1 contract
Environmental. (a) Neither Except as could not reasonably be expected to result in a Material Adverse Change, (i) keep any Real Property free of any Environmental Liens or (ii) post bonds or other financial assurances sufficient to satisfy the Company nor obligations or liability evidenced by such Environmental Liens, in each case, to the extent such Environmental Liens arise from any Environmental Liability of Parents or its Subsidiaries;
(b) Except as could not reasonably be expected to result in a Material Adverse Change, comply with all Environmental Laws and Environmental Permits; obtain and maintain in full force and effect all Environmental Permits; and conduct all actions, including Response Actions, required under any Environmental Actions or applicable Environmental Laws, and in compliance with, the lawful requirements of any Governmental Authority and applicable Environmental Laws;
(c) Except as could not reasonably be expected to result in a Material Adverse Change, do or cause to be taken all commercially reasonable steps necessary to prevent any Release caused by Parent or any of its Subsidiaries Subsidiaries, or any contractor, employee or agent thereof, in, on, under, to or from any Real Property except in full compliance with applicable Environmental Laws or an Environmental Permit, and (ii) ensure that Parent, any Subsidiary, and any contractor, employee or agent thereof, shall not use, store, handle or manage Hazardous Materials in, on, under or from any Real Property except those that are used, stored, handled and managed in compliance with applicable Environmental Laws;
(d) Except as could not reasonably be expected to result in a Material Adverse Change, undertake all commercially reasonable actions, including Response Actions, necessary, at the sole cost and expense of Borrower or its Subsidiaries, to address (i) has received any Environmental Action and any obligations thereunder; (ii) any Release at, from or onto any Real Property as required pursuant to Environmental Law or the requirements of any Governmental Authority; and (iii) Environmental Liability;
(e) Diligently pursue and use commercially reasonable efforts to cause any Person with an indemnity, contribution or other obligation to any of the Loan Parties or their Subsidiaries relating to any Environmental Action or compliance with or liability under Environmental Law to satisfy such obligations in full and in a timely manner; and shall not amend in any way or waive any or all rights to such obligations without the prior written consent of Agent, which shall not be unreasonably withheld;
(f) Upon Agent’s reasonable request, promptly provide to Agent documentation reasonably acceptable to Agent of compliance with items (a) through (e), including, without limitation, within 45 days following a written request of Agent, but no more frequently than once each year unless an Event of Default exists, pursuant to Section 5.12(g) below, or a Default caused by reason of a breach of Sections 4.11 or 5.12 herein, provide Agent with an environmental assessment, including where appropriate and permitted by the applicable lease, any soil and/or groundwater sampling, prepared by an environmental consulting firm reasonably acceptable to Agent, and in form and substance reasonably acceptable to Agent;
(g) Promptly, but in any event within ten (10) Business Days of its obtaining knowledge thereof, provide Agent with written notice with respect to the business of, and all data, information and reports generated or properties owned prepared in connection with, any of the following: (i) an Environmental Lien has been filed or is threatened against the Real Property or any personal property of Parent or its Subsidiaries, (ii) commencement of any material Environmental Action or notice that a material Environmental Action will be filed against Parent or its Subsidiaries, and (iii) any Release or threatened Release in, on, under, at, from or migrating to any Real Property owned, leased byor operated by any of Parent or its Subsidiaries that requires reporting by Borrower under any Environmental Law, except as otherwise pursuant to and in compliance with the Company terms and conditions of an Environmental Permit or any Environmental Law and not including any report required under the Emergency Planning and Community Right to Know Act or similar state and local laws, (iv) any material non-compliance with, or violation of, any Environmental Law applicable to any Parent, any Subsidiary, any Parent’s business and any Real Property, (v) any Response Action which could reasonably be expected to result in a material Environmental Liability to Parent or any Subsidiary, (vi) any material notice or other material communication received by any Parent or Subsidiary from any Person or Governmental Authority relating to any material Environmental Liability of Parent or any Subsidiary. Notwithstanding the foregoing, nothing in this Section 5.12 shall require Parent or any of its Subsidiaries from to provide any Governmental Entity notice or third party communication that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means waive any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇privilege.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) Each of Corporation and the Corporation Subsidiaries has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of carried on its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not operations in compliance with any Laws governing pollution all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the protection of human health or the environmentaggregate, would not reasonably be expected to have a Material Adverse Effect on Corporation.
(ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iiiA) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the CompanyTo Corporation’s knowledge, proposed for listingthe Corporation Properties have not been 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 and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on the National Priorities List Corporation; (B) none of Corporation or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Corporation Subsidiaries has obtained caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Corporation Property, except in compliance, individually or in the aggregate, with all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsLaws, except where the failure to obtain be in such compliance would not be reasonably likely to have a Material Adverse Effect on Corporation; (C) all Hazardous Substances handled, recycled, disposed of, treated or comply stored on or off site of the Corporation Properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Corporation; and (D) to the knowledge of Corporation, there are no Hazardous Substances at, in, on, under or migrating from any such Permit Corporation Property, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse EffectEffect on Corporation.
(iii) To the knowledge of Corporation, none of Corporation or the Corporation Subsidiaries has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (B) proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against Corporation or a Corporation Subsidiary. All such permits are in full force and effect andTo the knowledge of Corporation, no site or facility now or previously owned, operated or leased by Corporation or a Corporation Subsidiary is listed or, to the Company’s knowledgeknowledge of Corporation, there are no pending is proposed for listing on any list issued by any Governmental Entity of hazardous sites or threatened claims sites requiring Remedial Action or is the subject of Remedial Action.
(iv) Except to the extent that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse EffectEffect on Corporation, none of Corporation or the Corporation Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any of the Corporation Properties in such a manner as: (A) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Corporation; or (B) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation of any of the Corporation Properties or the assets of Corporation or a Corporation Subsidiary.
(cv) The Company previously has made available Except to Parent copies of all environmental site assessments prepared the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Corporation and except as disclosed by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities Corporation in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes Corporation Disclosure Letter, none of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety Corporation or the environmentCorporation Subsidiaries has received from any person or Governmental Entity any notice, including without limitationformal or informal, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇of any proceeding, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Actaction or other claim, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, Liability or potential Liability arising under any Environmental Law that is pending as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastesdate hereof.
Appears in 1 contract
Environmental. (a) Neither To the Knowledge of the Company and each of its subsidiaries, the Company and each of its subsidiaries has complied and is in compliance in all material respects with all applicable Environmental Laws. To the Knowledge of the Company and each of its subsidiaries, neither the Company nor any of its Subsidiaries (i) subsidiaries has received any written notice of any obligation, liability, order, settlement, judgment, injunction or decree relating to or arising under Environmental Laws. To the Knowledge of the Company and each of its subsidiaries, no facts, circumstances or conditions exist with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party subsidiaries that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentwould, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, reasonably be expected to have a give rise to Environmental Liabilities to the Company Material Adverse Effect. All such permits or its Subsidiaries in excess of $25,000.
(b) The Company has made available to Newco copies of all environmentally related audits, studies, reports, analyses and results of investigations that are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of its subsidiaries’ possession or under its or their control with respect to currently or previously owned, leased or operated properties of the Company or any such permitsof its subsidiaries.
(c) To the Knowledge of the Company and each of its subsidiaries, except where to the failure to have any such Permit extent the following would not, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously give rise to Environmental Liabilities in excess of $25,000, there is not now, nor has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities there been in the Company’s possession relating past, on, in or under any real property currently or previously owned, leased or operated by the Company or any of its subsidiaries or its or their predecessors: (i) any underground storage tanks, above-ground storage tanks, dikes or impoundments; (ii) any asbestos-containing materials; (iii) any polychlorinated biphenyls; (iv) any radioactive substances; or (v) any other substance that would give rise to compliance with any liabilities or investigative, corrective or remedial obligations pursuant to any Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.:
Appears in 1 contract
Sources: Merger Agreement (Artemis International Solutions Corp)
Environmental. (a) Neither the Company nor any of its Subsidiaries Each Loan Party shall (i) has received keep the Real Property free of any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, Environmental Liens; (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensationcomply, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on take all commercially reasonable efforts to cause all tenants and other Persons who may come upon any property that is used for the business owned or operated by it to comply, with all Environmental Laws in all material respects and provide to Collateral Agent any documentation of the Company such compliance which Collateral Agent or any of its Subsidiaries which release remains unresolved, Lender may reasonably request; (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive maintain and comply in all material respects with all Governmental Authorizations required under applicable Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or Laws; (iv) has received written notification oftake all commercially reasonable efforts to prevent any unpermitted Release of Hazardous Materials on, at, under or migrating from any property owned or operated by any Loan Party; (v) undertake or cause to be undertaken any and all Remedial Actions in response to any Environmental Claim, Release of Hazardous Materials or violation of Environmental Law, to the Company has no knowledge of, any potential responsibility or liability of the Company extent required by Environmental Law or any Subsidiary pursuant Governmental Authority and to repair and remedy any impairment to the provisions Real Property consistent with its current use and, upon request of (1) CERCLARequired Lenders, or (2) any similar Federalprovide the Agents all data, state, local, foreign or other Environmental Lawinformation and reports generated in connection therewith.
(b) The Company Loan Parties shall promptly (but in any event within five (5) Business Days) (i) notify the Agents in writing (A) if it knows, suspects or believes there may be a Release of Hazardous Materials in excess of any reportable quantity or material violation of Environmental Laws in, at, on, under or from any part of the Real Property or any improvements constructed thereon, (B) of any material Environmental Claims asserted against or Environmental Liabilities and each Costs of its Subsidiaries has obtained all permits required by any Loan Party or predecessor in interest or concerning any Real Property, (C) of any material failure to comply with Environmental Law necessary at any Real Property or that is reasonably likely to enable them to conduct their respective businesses as currently conducted and are result in compliance with such permitsan Environmental Claim asserted against any Loan Party, except where the failure to obtain (D) any Loan Party's discovery of any occurrence or comply with condition on any such Permit would not, individually, real property adjoining or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All vicinity of any Real Property that could cause such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension Real Property or any adverse modification part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (E) any notice of Environmental Lien filed against any Real Property, and (ii) provide such permits, except where the failure other documents and information as reasonably requested by Collateral Agent in relation to have any such Permit would not, individually, or in the aggregate, reasonably be expected matter pursuant to have a Company Material Adverse Effectthis Section 5.9(b).
(c) The Company previously has made available to Parent copies At any time that an Event of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession Default relating to an environmental matter has occurred and is continuing, Collateral Agent or its representative shall have the right but not the duty, during normal business hours, upon reasonable prior notice to the Loan Parties, to enter and visit any Real Property for the purposes of observing the Real Property, taking and removing soil or groundwater samples and conducting investigations, audits and tests on any part of the Real Property, at the sole cost and expense of the Loan Parties, provided that Collateral Agent shall not have any duty to visit or observe the Real Property or to conduct investigations, audits or tests. The Loan Parties acknowledge that in no event will any site visit, observation, investigation, audit or testing by Collateral Agent impose any liability on Collateral Agent and in and of itself (i) be a representation that Hazardous Materials are or are not present at, in, on, under or from the Real Property, or that there has been or will be compliance of any kind with any Environmental Law, or (ii) otherwise make any Agent or any Lender an owner or operator of any of the Real Property so as to impact any lender liability protections available under Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Financing Agreement (Global Geophysical Services Inc)
Environmental. Notwithstanding anything herein to the contrary, the representations and warranties contained in this Section 4.11 are the sole and exclusive representations and warranties of the Seller pertaining or relating to any Environmental Matters or Environmental Laws. Except as set forth on Schedule 4.11:
(a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party The Seller and DNE hold all Permits that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any are required under Environmental Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business ownership and operation of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both Facility as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act presently conducted (“CERCLAEnvironmental Licenses and Permits”), or which Environmental Licenses and Permits are set forth on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental LawSchedule 4.11.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits Environmental Licenses and Permits are in full force and effect andand are transferable or eligible for transfer to or reapplication by the Buyer under Environmental Laws.
(c) To the Seller’s Knowledge, the Seller, DNE and the Acquired Assets are in compliance with all Environmental Laws applicable to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permitsFacility and all Environmental Licenses and Permits, except where the failure to have comply would not result in material liabilities, penalties or fines under Environmental Law or the revocation of Environmental Licenses and Permits.
(d) The Seller and DNE are not subject to any such Permit Order or binding arbitral decision with respect to Environmental Laws relating to the Acquired Assets that has not been fulfilled, except as would not, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(ce) The Company previously There are no Proceedings pending or, to the Seller’s Knowledge, threatened in writing against the Seller or DNE in respect of the Acquired Assets relating to Environmental Matters or arising under Environmental Laws, and the Seller and DNE have not received written Notice of any such Proceedings.
(f) To the Seller’s Knowledge, (i) no Release of Hazardous Materials has occurred on, in, under, from or above the Owned Real Property, (ii) no Hazardous Materials have been treated, handled, stored, used or Released at, on, under or from the Acquired Assets or and (iii) at any off-site location to which such Hazardous Materials were disposed or arranged for disposal by the Seller, except in the case of each of the foregoing as would not, individually or in the aggregate, have a Material Adverse Effect.
(g) Except to the extent that any of the following is protected by attorney-client privilege, the Seller has delivered or made available to Parent the Buyer true and complete copies of all environmental site assessments prepared by any personreports documenting compliance of operations or environmental conditions at the Acquired Assets in the possession of the Seller or its Affiliates, and permits required under Environmental Laws and all other as well as material correspondence with Governmental Entities relating to Environmental Matters at the Facility or the Acquired Real Property or concerning the operation of the Facility that are in the CompanySeller’s possession or its Affiliates’ possession.
(h) To the Seller’s Knowledge, the Seller or DNE has filed and maintained all material Notices, records, reports, environmental management or response plans and applications relating to compliance with the current operation of the Facility as required under applicable Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not The Purchased Assets and Business are and have been in material compliance with any Laws governing pollution or the protection of human health or the environmentall applicable Environmental Laws, (ii) has caused any “release” of except where such non-compliance would not be reasonably expected to have a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.Material Adverse Effect;
(b) The Company and each of its Subsidiaries has Sellers have obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsall Permits required under applicable Environmental Laws, except where for the failure to obtain have obtained such Permits, or comply be in compliance with such laws, as would not be reasonably expected to have a Material Adverse Effect and there are no actions pending, or to Sellers' Knowledge threatened, to revoke, suspend, modify or limit any such Permit would notPermit;
(c) To Sellers' Knowledge there are no claims, individuallyactions, proceedings, or investigations pending, or threatened, against Sellers relating to the Purchased Assets or the Business arising under any Environmental Law except for such claims, actions, proceedings or investigations that have been fully resolved with no future liability or obligation on the part of the Business or that are not reasonably likely to result in a Material Adverse Effect;
(d) To Sellers' Knowledge, no releases of Regulated Substances have occurred at any of the aggregatePurchased Assets or in connection with the operation of the Business which are likely to result in imposition of liability for cleanup, personal injury, property damage or natural resource damage that would reasonably be expected to have a Company Material Adverse Effect. All ;
(e) Sellers have not received any written notice from any person or Governmental Authority that Sellers may be potentially liable under any Environmental Law for response actions or natural resource damages at any location arising out of conditions at the Purchased Assets or relating to past or current operations of the Business except with respect to such permits matters that have been fully resolved with no future liability or obligation on the part of the Business or that are not reasonably likely to result in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.; and
(cf) The Company previously has made available representations and warrants set forth in this Section 5.16 are the Sellers' sole and exclusive representations and warranties with respect to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Lawsmatters.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) ▇▇▇▇▇ is and has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not been operated in compliance with any Laws governing pollution or the protection of human health or the environmentall applicable Environmental Laws, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or except to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the extent that a failure to obtain or comply with any be in such Permit would notcompliance, individually, individually or in the aggregate, would not be reasonably be expected to have a Company Material Adverse Effect. All such permits are Effect on ▇▇▇▇▇;
(ii) To the knowledge of ▇▇▇▇▇, the ▇▇▇▇▇ Mineral Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in full force compliance in all material respects with all Environmental Laws and effect and, except to the Company’s knowledge, there are no pending or threatened claims extent that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit non-compliance would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community Effect on ▇▇▇▇▇-. None of ▇▇-▇▇▇▇ or any other person in control of any ▇▇▇▇▇ Property has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any ▇▇▇▇▇ Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on ▇▇▇▇▇. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the ▇▇▇▇▇ Mineral Properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on ▇▇▇▇▇. To the knowledge of ▇▇▇▇▇, there are no Hazardous Substances at, in, on, under or migrating from any ▇▇▇▇▇ Property, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇;
(iii) None of ▇▇▇▇▇ or any other person for whose actions ▇▇▇▇▇ may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (ii) to the knowledge of ▇▇▇▇▇, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against ▇▇▇▇▇. To the knowledge of ▇▇▇▇▇, no site or facility now or previously owned, operated or leased by ▇▇▇▇▇ is listed or, to the knowledge of ▇▇▇▇▇, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action;
(iv) Except to the extent that would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇, none of ▇▇▇▇▇ or any other person for whose actions ▇▇▇▇▇ may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of the ▇▇▇▇▇ Mineral Properties in such a manner as: (i) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on ▇▇▇▇▇; or (ii) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation on any of the ▇▇▇▇▇ Mineral Properties or the assets of ▇▇▇▇▇; and
(v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to ▇▇▇▇▇ and except as disclosed by ▇▇▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seqhas not received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as at the date hereof.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither the Company nor any of its Subsidiaries Except as would not reasonably be expected to have a Material Adverse Effect, (i) has received any written notice the operations and properties of Borrower comply in all respects with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any all applicable Environmental Laws governing pollution or the protection of human health or the environmentand Environmental Permits, (ii) all past non-compliance with such Environmental Laws and Environmental Permits has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensationbeen resolved without ongoing obligations or costs, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates no circumstances exist that would be reasonably likely to (x) form the basis of an Environmental Action against Borrower or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, its properties or (ivy) has received written notification ofcause any such property to be subject to any restrictions on ownership, and the Company has no knowledge ofoccupancy, use or transferability under any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and In each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses case except as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. All : (i) none of the properties currently or formerly owned or operated by Borrower is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such permits property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in full force and effect andwhich Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by Borrower, to the Company’s best of its knowledge, on any property formerly owned or operated by Borrower; there are is no pending asbestos or threatened claims that seek the revocationasbestos-containing material on any property currently owned or operated by Borrower; and (iii) Hazardous Materials have not been released, cancellation, suspension discharged or disposed of on any adverse modification of any such permits, property currently or formerly owned or operated by Borrower. SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT
(c) In each case except where the failure to have any such Permit as would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.
: (ci) The Company previously has made available to Parent copies of all environmental site assessments prepared by any personBorrower is not undertaking, and permits required under Environmental Laws and all has not completed, either individually or together with other material correspondence with Governmental Entities in the Company’s possession potentially responsible parties, any investigation or assessment or remedial or response action relating to compliance with Environmental Laws.
(d) For purposes of this Agreementany actual or threatened release, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management discharge or disposal of biological agents Hazardous Materials at any site, location or substances including medical operation, either voluntarily or infectious wastespursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by Borrower have been disposed of in a manner not reasonably expected to result in liability to Borrower.
Appears in 1 contract
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) The Company has received any written notice complied with respect all Environmental Laws (as defined herein), the failure to the business ofcomply with which could result in Damages (as defined herein) in excess of $25,000, and no action, suit, proceeding, hearing, charge, complaint, claim, demand, or properties owned notice, and no investigation has been filed or leased by, commenced against the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, such failure.
(ii) has caused any “release” Except (i) to the extent accrued in the Closing Balance Sheet and (ii) liabilities for storage, handling, transportation, use and disposal of a “hazardous substance” Hazardous Substances (as those terms defined herein) which are defined incurred by the Company in the Comprehensive Environmental Responseordinary course of business, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge ofliability for Hazardous Substances (and has not handled, used, stored, recycled or disposed of any potential responsibility Hazardous Substance (as defined herein), arranged for the disposal of any Hazardous Substance, exposed any employee or liability of the Company other individual to any Hazardous Substance or any Subsidiary pursuant to the provisions of (1) CERCLAcondition, or (2) owned or operated any similar Federalproperty or facility, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, manner that could reasonably be expected to have a Company Material Adverse Effect. All such permits are form the basis for any present or future action, suit, proceeding, hearing, investigations, charge, complaint, claim or demand giving rise to any liability for Hazardous Substances which could result in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or Damages in excess of $25,000 for any adverse modification of reason under any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(diii) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect Except (i) to the extent accrued in the jurisdiction Closing Balance Sheet and (ii) liabilities for storage, handling, transportation, use and disposal of Hazardous Substances which are incurred by the Company in the ordinary course of business, all properties and equipment used in the Business are free of any amounts of Hazardous Substances, the use and disposal of which could result in Damages (as defined herein) in excess of $25,000.
(iv) There are no in service or out of service underground storage tanks located in or on real property owned by the applicable site Company or, to the extent the Company is responsible for such tanks or premises are locatedany environmental damage resulting therefrom, pertaining to real property leased by the Company.
(v) The Company has not received notice and has no knowledge of any reasonably likely claim under any Environmental Laws regarding the Business, or any real property owned or leased by the Company.
(vi) As used herein, the term Environmental Laws shall mean all federal and local laws, statutes, ordinances, rules, regulations, decrees, orders and settlements regarding the protection of human health, safety or and the environmentenvironment and pollution, including without limitation, in effect as of the following statutes date of this Agreement and all regulations promulgated thereunder: CERCLA; applicable to the Emergency Planning Facilities and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Actoperations conducted thereon, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of regulations promulgated thereunder, as they existed on the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastesdate hereof.
Appears in 1 contract
Sources: Stock Purchase Agreement (Roper Industries Inc /De/)
Environmental. (a) The Company and its Subsidiaries are, and have been, in compliance with all applicable Laws relating to the protection of the environment, natural resources (including wetlands, wildlife, aquatic and terrestrial species and vegetation) or of human health and safety, or to the management, use, transportation, treatment, storage, disposal or arrangement for disposal of Materials of Environmental Concern (collectively, “Environmental Laws”), except for such noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The Company and its Subsidiaries (i) have received, possess and are in compliance with all permits, licenses, exemptions and other approvals required of them under applicable Environmental Laws to conduct their respective businesses (“Environmental Permits”), (ii) are not subject to any action to revoke, terminate, cancel, limit, amend or appeal any such Environmental Permits, and (iii) have paid all fees, assessments or expenses due under any such Environmental Permits, except for such failures to receive and comply with Environmental Permits, or any such actions, or failure to pay any such fees, assessments or expenses that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(c) Except with respect to matters that have been fully and finally settled or resolved, (i) there are no Legal Proceedings under any Environmental Laws pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, and, to the Knowledge of the Company, there are no such Legal Proceedings pending against any other Person that would reasonably be expected to materially adversely affect the Company or any of its Subsidiaries, and (ii) the Company and its Subsidiaries have not received notice of any actual or potential liability of the Company for the investigation, remediation or monitoring of any Materials of Environmental Concern at any location, or for any violation of Environmental Laws or Environmental Permits, where such Legal Proceedings or liability would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(d) None of the Company or any of its Subsidiaries has entered into any consent decree, settlement or other agreement with any Governmental Entity, and none of the Company or its Subsidiaries is subject to any Order, in either case relating to any Environmental Laws, Environmental Permits or to Materials of Environmental Concern, except for such consent decrees, settlements, agreements or Orders that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(e) There has been no release, disposal or arrangement for disposal of any Materials of Environmental Concern relating to the Company, its Subsidiaries or any of their predecessors, or at, from or to any real property currently or formerly owned, leased or operated by the Company, its Subsidiaries or any of their predecessors, that would reasonably be expected to (i) give rise to any claim or Legal Proceeding, or to any liability, under any Environmental Law, or (ii) prevent the Company or any of its Subsidiaries from complying with applicable Environmental Laws or Environmental Permits, except for such claim, Legal Proceedings, liability or burden or non-compliance that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(f) Neither the Company nor any of its Subsidiaries has assumed or retained by Contract or operation of Law any liabilities of any other Person under Environmental Laws or concerning any Materials of Environmental Concern, where such assumption or acceptance of responsibility would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(ig) There has received any written notice with respect been no environmental investigation, study, audit, test, review or other analysis conducted in relation to the business of, current or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the prior business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases any real property or has formerly facility now or previously owned, leased or operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of by the Company or any Subsidiary pursuant of its Subsidiaries describing any facts, circumstances, situations or sets of circumstances which could give rise to any claim or Legal Proceeding, or to any liability, under any Environmental Law or Environmental Permit, the written part of which has not been delivered to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental LawBackstop Parties at least 10 days prior to the date hereof.
(bh) The Company and each None of its Subsidiaries has obtained all permits required by Environmental Law necessary the transactions contemplated under this Agreement will give rise to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure any obligations to obtain the consent of or comply with provide notice to any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or Governmental Entity under any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with or Environmental LawsPermits.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Backstop Commitment Agreement
Environmental. (aA) Neither the Company nor any of its Subsidiaries The Trustor represents and warrants that:
(i) Trustor has received any written notice obtained all Permits which are necessary with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, ownership and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business lawful operation of the Company or Mortgaged Property under any of its Subsidiaries which release remains unresolvedand all applicable Environmental Laws, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or except to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where extent that the failure to obtain or comply with maintain any such Permit would not, individually, or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect. All such permits are ;
(ii) Trustor is in full force compliance with all terms and effect andconditions of Environmental Laws, except to the Companyextent that the failure to comply would not have a Material Adverse Effect;
(iii) To Trustor’s knowledge, there are no pending Hazardous Materials located on, above or threatened claims below the surface of the Mortgaged Property or contained in the soil or water constituting such Mortgaged Property (except those that seek are in compliance with all Environmental Laws or where the revocationpresence of which would not have a Material Adverse Effect);
(iv) To Trustor’s knowledge, cancellationno material Release of Hazardous Materials has occurred on, suspension upon or any adverse modification of any from such permitsMortgaged Property which have not been remediated in accordance with applicable law, except where to the extent the same would not have a Material Adverse Effect;
(v) To Trustor’s knowledge, the Mortgaged Property has not been used as a landfill or waste disposal site; and
(vi) the Mortgaged Property is being owned, occupied and operated by Trustor in compliance with all Environmental Laws (except to the extent that the failure to comply would not have a Material Adverse Effect), there are no material breaches thereof (except to the extent that any such Permit breach would notnot have a Material Adverse Effect) and no enforcement actions in respect thereof are pending or, individuallyto Trustor’s knowledge, threatened against Trustor which, in any case, would be reasonably likely to materially and adversely affect Trustor’s ability to perform its obligations under the Notes Documents or otherwise materially impair the value of any Mortgaged Property. Notwithstanding the foregoing, Trustor makes no representation or warranty in (i) – (vi) above with respect to any matters existing at the Mortgaged Property as of the date(s) of the environmental report(s) delivered to Beneficiary with respect to the Mortgaged Property.
(B) Trustor represents and warrants that to its knowledge no adverse change has occurred with respect to any of the matters identified in the environmental report(s) delivered to Beneficiary with respect to the Mortgaged Property, except for changes which, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither Except as set forth in the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business ofQuestionnaires, other than in De Minimis Amounts or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution all applicable Environmental Laws, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred or the protection disposed of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), at or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company Premises by Debtor or any Subsidiary pursuant its Affiliates or, to the provisions best of (1) CERCLADebtor's knowledge, or (2) by any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each prior owner of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where any of the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, Premises which might reasonably be expected to have a Company result in any Material Adverse Effect. All such permits are Except as set forth in full force the Questionnaires, other than in De Minimis Amounts, no Release or Threatened Release has occurred at or on any of the Premises while in the possession and effect andcontrol of the Debtor and its Affiliates or, to the Company’s best of Debtor's knowledge, there are no pending or threatened claims that seek while in the revocation, cancellation, suspension or any adverse modification possession and control of any such permits, except where prior owner of any of the failure to have any such Permit would not, individually, or in the aggregate, Premises which might reasonably be expected to have a Company result in any Material Adverse Effect.
. Except as set forth in the Questionnaires, the activities, operations and business undertaken on, at or about each of the Premises by Debtor and its Affiliates, including, without limitation, any past or ongoing alterations or improvements at each of the Premises, are and have been at all times in compliance with all Environmental Laws, except such non-compliance which would not reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, no further action is required to remedy any Environmental Condition or violation of, or to be in compliance in all material respects with, any Environmental Laws and no lien has been imposed on any of the Properties by any Governmental Authority in connection with any Environmental Condition, the violation or threatened violation of any Environmental Laws or the presence of any Hazardous Materials on or off any of the Premises. There is no pending or, to the best of Debtor's knowledge, threatened litigation or proceeding before any Governmental Authority in which any Person alleges the violation or threatened violation of any Environmental Laws or the presence, Release, Threatened Release or placement on or at any of the Premises of any Hazardous Materials, or of any facts which would give rise to any such action, nor has Debtor (a) received any notice (and Debtor has no actual knowledge) that any Governmental Authority or any employee or agent thereof has determined, threatens to determine or intends to require an investigation to determine that there has been a violation of any Environmental Laws at, on or in connection with any of the Premises or that there exists a presence, Release, Threatened Release or placement of any Hazardous Materials on or at any of the Premises, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Materials at or on any of the Premises; (b) received any notice under the citizen suit provision of any Environmental Law in connection with any of the Premises or any facilities, operations or activities conducted thereon, or any business conducted in connection therewith; or (c) received any request for inspection, request for information notice, 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 any of the Premises or any facilities, operations or activities conducted thereon or any business conducted in connection therewith. Original Lender charged Debtor a fee for the Environmental Policies. Debtor acknowledges that the Environmental Policies are for the sole protection of FFCA and will not protect Debtor or provide Debtor with any coverage thereunder. The Company previously has made available to Parent copies of information and disclosures in the Questionnaires are true, correct and complete in all environmental site assessments prepared by any personmaterial respects, FFCA may rely on such information and disclosures, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating Persons executing the Questionnaires were duly authorized to compliance with Environmental Lawsdo so.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Loan Agreement (Shoneys Inc)
Environmental. Except as has not had and would not be reasonably expected, individual or in the aggregate, to have a Company Material Adverse Effect:
(a) the Company and its Subsidiaries are, and since June 1, 2012 have been, in compliance in all material respects with all applicable Environmental Laws, including possessing, maintaining and complying with all Company Permits required for their operations or occupation of any real property under applicable Environmental Laws;
(b) there is no pending or threatened Legal Proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business ofnotice, report or properties owned or leased by, the Company or any of its Subsidiaries other information from any Person, including any Governmental Entity or third party that remains outstanding Entity, alleging that the Company or any of its Subsidiaries has been or is not in compliance material violation or potentially in material violation of any applicable Environmental Law or otherwise may be materially liable under any applicable Environmental Law. Neither the Company nor any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law;
(c) neither the Company nor any of its Subsidiaries has assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any Laws governing pollution liability of another Person relating to Environmental Laws;
(d) neither the Company nor any of its Subsidiaries, predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the protection disposal of, manufactured, distributed, transported, handled, or released, or exposed any Person to, any Hazardous Materials so as to give rise to any material liabilities (contingent or otherwise) or investigatory, corrective or remedial obligations pursuant to Environmental Laws;
(e) with respect to the Owned Real Property and the Leased Real Property and any properties formerly owned, leased or operated by the Company or any of human health its Subsidiaries, there have been no releases, spills, or the environmentdischarges of, or any other contamination by, Hazardous Materials on, in, from or underneath any of such properties or facilities that (iii) has caused any “release” of a “hazardous substance” (as those terms are defined environmental contamination at such properties or facilities that has resulted or could result in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business an obligation of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive remediate such environmental contamination pursuant to Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental listsLaw, or (ivii) has received written notification of, and the Company has no knowledge of, any potential responsibility resulted or could result in liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries pursuant to Environmental Law; and
(f) the Company has obtained furnished to Parent and Merger Sub all permits required by Environmental Law necessary environmental audits, reports and other material environmental documents relating to enable them to conduct their respective businesses as currently conducted and the past or current properties, facilities or operations of the Company or its Subsidiaries, predecessors or Affiliates, which are in compliance with such permits, except where the failure to obtain its possession or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectunder its reasonable control.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, CompensationIssuer shall, and Liability Actshall cause each Project Company to, 42 U.S.C. § 9601 et seq.), comply in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive all material respects with all Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental LawLaws.
(b) The Issuer shall promptly upon it or any Project Company becoming aware of the occurrence thereof advise Note Holders in writing and each in reasonable detail of its Subsidiaries has obtained all permits and provide copies of any material documents and correspondence (including any environmental reports or audits) related to: (i) any Release of any Hazardous Materials required to be reported by Issuer or any Project Company to any federal, state or local governmental or regulatory agency under any applicable Environmental Law necessary Laws, (ii) any pending or threatened in writing Environmental Claims involving Issuer or any Project Company that could reasonably be expected to enable them involve more than $1,000,000 or result in materially adverse restrictions on the operation of a Project or use of any Facility or otherwise have a Material Adverse Effect, (iii) any remedial action taken by Issuer, any Project Company, or any other Person in response to conduct their respective businesses as currently conducted and are (x) any Hazardous Materials on, under or about any Facility, the existence of which could reasonably be expected to result in compliance with such permitsan Environmental Claim involving more than $1,000,000 or resulting in materially adverse restrictions on the operation of a Project or use of any Facility or to otherwise have a Material Adverse Effect, except where the failure to obtain or comply with (y) any such Permit would notEnvironmental Claims involving any Subject Company that, individually, individually or in the aggregate, could reasonably be expected to involve more than $1,000,000 or to otherwise have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company(iv) Issuer’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification discovery of any such permits, except where the failure to have occurrence or condition on any such Permit would not, individually, real property adjoining or in the aggregate, vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, (v) any request for information from any Governmental Authority that creates a reasonable likelihood that such Governmental Authority is investigating whether any Subject Company may be potentially responsible for a Release of Hazardous Materials or in violation of any Environmental Law; and (vi) any facts, circumstances, condition, or occurrence that could reasonably be expected to form the basis of an Environmental Claim arising with respect to any Facility or Project or against any Subject Company, which Environmental Claim could reasonably be expected to involve more than $1,000,000 or result in materially adverse restrictions on the operation of a Project or use of any Facility or otherwise have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any personIssuer shall promptly take, and permits required under shall cause each Subject Company to take, any and all necessary remedial action in connection with the presence, storage, use, disposal, transportation or Release of any Hazardous Materials on, under, from, or about any Facility or Project at any time in order to comply with all applicable Environmental Laws and Authorizations and to respond to any Environmental Claim made against such Subject Company. In the event Issuer or any other Subject Company undertakes any remedial action with respect to any Hazardous Materials on, under or about any Facility, such Subject Company shall conduct and complete such remedial action in compliance with all other material correspondence applicable Environmental Laws, and in accordance with the policies, orders and directives of all federal, state and local Governmental Entities in Authorities except when, and only to the extent that, such Subject Company’s possession relating to compliance with Environmental Laws.
(d) For purposes liability for such presence, storage, use, disposal, transportation or discharge of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seqis being contested in good faith by such Subject Company in accordance with Permitted Contest Procedures.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither Except as set forth in Schedule 3.15(a) or as is not and would not reasonably be expected to be material to the Company nor any of its Subsidiaries ADS Business, the ADS Assets, and the ADS Companies, taken as a whole:
(i) the ADS Companies, the ADS Business and the ADS Assets have been operated in compliance with all Environmental Laws and with all ADS Permits issued pursuant to Environmental Laws;
(ii) to the extent relating to Environmental Laws, none of the ADS Sellers or the ADS Companies has received any notice of violation relating to the operation of the ADS Assets or the conduct of the ADS Business that is not fully resolved, and there are no non-compliance orders, warning letters, settlement agreements, Orders, Proceedings, investigations or actions pending or in existence that reasonably would result in a Loss;
(iii) with respect to the ADS Companies, the ADS Business or the ADS Assets, none of the ADS Sellers or the ADS Companies (A) has received any written notice of an alleged or actual Environmental Liability, (B) is identified as or alleged to be, pursuant to Environmental Laws, a responsible or potentially responsible party for any Release of Hazardous Materials, or (C) has Released, treated, stored or disposed of Hazardous Materials at, to or under any real property as would reasonably result in a Loss pursuant to Environmental Laws; and
(iv) with respect to the business of, or properties owned or leased byADS Companies, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution ADS Business or the protection ADS Assets, (x) to the Knowledge of human health the ADS Sellers, none of the ADS Sellers or the environment, ADS Companies has incurred any liability under any Environmental Laws or (iiy) has caused any “release” of a “hazardous substance” (as those terms are defined except in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List ADS Material Contracts or the Comprehensive Environmental ResponseADS Assumed Contracts, Compensation, and has assumed any Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), of any other Person arising out of or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental LawLaws.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain ADS Sellers have provided or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has otherwise made available to Parent copies of the Buyer all material Phase I, Phase II and similar material environmental site assessments prepared by any personaudits, reports, and permits required under Environmental Laws assessments concerning the ADS Business and all other material correspondence with Governmental Entities the ADS Assets that are in the Company’s possession relating to compliance with Environmental Lawspossession, custody or control of ADS Sellers.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Securities and Asset Purchase Agreement (Advanced Disposal Services, Inc.)
Environmental. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect:
(a) the Company and its Subsidiaries are in compliance with all applicable Environmental Laws, including, but not limited to, possessing all Company Permits required for their operations under applicable Environmental Laws, and, to the Knowledge of the Company, have not violated any such Environmental Laws in the five (5) years preceding the date of this Agreement;
(b) there is no pending or, to the Knowledge of the Company, threatened action or proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Person, including but not limited to any Governmental Entity or third party that remains outstanding Authority, alleging that the Company or any of its Subsidiaries has been or is not in compliance violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law or regarding the Release of or exposure to any Hazardous Materials. Neither the Company nor any of its Subsidiaries is a party or subject to, or, to the Knowledge of the Company, affected by, any administrative or judicial order or decree pursuant to Environmental Law or regarding the Release of or exposure to any Hazardous Materials; and
(c) To the Knowledge of the Company, with respect to the Owned Real Property and the Leased Real Property and any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used other location for the business of which the Company or any of its Subsidiaries which release remains unresolvedmay be responsible, (iii) currently owns, operates there have been no Releases of Hazardous Materials on or leases underneath any of such real properties under conditions or has formerly owned, operated or leased any premises that is listedcircumstances reasonably likely to result in liability to, or to interfere with any operations of, the Company or any of its Subsidiaries.
(d) To the Knowledge of the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and neither the Company nor any of its Subsidiaries has no knowledge ofentered into any agreements in connection with the sale, lease or sublease of any potential responsibility real property or liability of business, pursuant to which the Company or any Subsidiary has agreed to either indemnify for liabilities arising pursuant to Environmental Law or otherwise with respect to the Release of or exposure to Hazardous Materials, or retain liabilities arising pursuant to Environmental Law or otherwise with respect to the Release of or exposure to Hazardous Materials, excluding any such agreements as to which the Company’s or its Subsidiaries’ obligations have expired pursuant to the provisions terms of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Lawsaid agreements.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither The Company and each Subsidiary is and, in the five-year period preceding the date hereof, has been in material compliance with all applicable Environmental Laws and has not received written notice of any unresolved potential liability, violation or delinquency with respect to any Environmental Law that would be material to the conduct of the Business, including, without limitation, pursuant to any agreement with any Person, or any Permit or order from, any Governmental Entity. The Company and each Subsidiary has obtained all Permits required under Environmental Laws and material to the conduct of the Business ("Environmental Permits"), such Environmental Permits are set forth in Section 5.18(a) of the Disclosure Schedule, each Environmental Permit of the Company and each Subsidiary remains in full force and effect, is not subject to appeal or any pending or threatened administrative or judicial proceedings, other than administrative review processes in the ordinary course of pending renewals, and complete applications for all material new, modified or renewed Environmental Permits that are presently due or pending have been submitted on a timely basis except where the failure to obtain any such Environmental Permit, take any such action or where such appeal or Proceeding would, if adversely determined, not be material to the conduct of the Business. Except as would not be material to the conduct of the Business, neither the Company nor any of its Subsidiaries (i) Subsidiary has received notice that any written notice such Environmental Permit will not be issued or renewed with respect terms and conditions that are consistent with the present or presently proposed operation of the relevant facility.
(b) There is no material Environmental Claim pending or, to the business ofKnowledge of the Company, threatened against the Company or any Subsidiary or otherwise relating to any of the Properties. To the Knowledge of the Company, except as would not reasonably be expected to result in a Material Adverse Effect, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the production, use, sale, storage, transportation, handling, release, threatened release, emission, discharge, presence or disposal of any Hazardous Materials, that would reasonably be expected to form the basis of any Environmental Claim or prevent continued compliance with Environmental Laws relating to the Business or any of the Properties or against the Company or any Subsidiary.
(c) To the Knowledge of the Company, neither the Company nor any Subsidiary is or will be required to incur material capital cost or expense to cause its operations or properties owned to achieve or leased bymaintain compliance with applicable Environmental Laws under current operational conditions.
(d) To the Knowledge of the Company, neither the Company nor any Subsidiary has manufactured, distributed or sold any asbestos-containing material in the five-year period ended on the date hereof. Except as would not reasonably be expected to result in a Material Adverse Effect, there are no pending or, to the Knowledge of the Company, threatened Proceedings against the Company or any of its Subsidiaries from arising out of any Governmental Entity lead-containing, silica-containing or third party that remains outstanding alleging that asbestos-containing material or the exposure to or release thereof. In the five-year period ended on the date hereof, there have been no Proceedings against the Company or any of its Subsidiaries is not arising out of any asbestos-containing material or the exposure to or release thereof.
(e) Neither the Company nor any Subsidiary has, or, in compliance the five-year period preceding the date hereof, has had any material obligation under any agreement with any Laws governing pollution Person or the protection of human health or the environment, (ii) has caused any “release” pursuant to an order of a “hazardous substance” (as those terms are defined in Governmental Entity for conducting any site investigation or cleanup. To the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business Knowledge of the Company or any of its Subsidiaries which release remains unresolvedCompany, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and neither the Company has no knowledge ofnor any Subsidiary has, either expressly or by operation of law, assumed or undertaken any potential responsibility material liability or liability material corrective, investigatory or remedial obligation of any other Person or for any business or property previously owned or operated by the Company or any Subsidiary pursuant relating to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(bf) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent the Buyer true and complete copies of all environmental site assessments prepared by (i) material Environmental Permits, (ii) material notices, demands, claims or actions relating to any personof the Business or the Properties pursuant to Environmental Law which are unresolved, and permits required under Environmental Laws and (iii) material reports related to all other material correspondence with Governmental Entities in investigations or assessments of environmental conditions at any of the Company’s possession relating to Properties or compliance of the Business with Environmental LawsLaw.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither Exide and its Subsidiaries are, and since the Company nor any Petition Date, have been, in compliance with all applicable Laws relating to the protection of the environment, natural resources (including wetlands, wildlife, aquatic and terrestrial species and vegetation) or of human health and safety as it relates to Materials of Environmental Concern, or to the management, use, transportation, treatment, storage, disposal or arrangement for disposal of Materials of Environmental Concern (collectively, “Environmental Laws”), except as would not reasonably be expected to result in a Material Adverse Effect.
(b) Exide and its Subsidiaries (i) has have received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with all permits, licenses, and other authorizations required of them under applicable Environmental Laws to conduct their respective businesses, (ii) are not subject to any action to revoke, terminate, cancel, limit, amend or appeal any such permits, except where licenses, exemptions or approvals, and (iii) since the failure to obtain Petition Date, have paid all fees, assessments or comply with expenses due under any such Permit permits, licenses, exemptions or approvals, except, in each case, as would not, individually, or in the aggregate, not reasonably be expected to have result in a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available Except with respect to Parent copies of all environmental site assessments prepared by any personmatters that have been fully and finally settled or resolved, and permits required except as would not reasonably be expected to result in a Material Adverse Effect, (i) there are no Legal Proceedings under any Environmental Laws pending or, to the Knowledge of Exide, threatened in writing against Exide or any of its Subsidiaries, and all other material correspondence with Governmental Entities in (ii) since the Company’s possession relating to compliance with Petition Date, neither Exide nor any of its Subsidiaries has received written notice of any actual or potential liability of Exide for the investigation, remediation or monitoring of any Materials of Environmental Concern at any location, or for any violation of Environmental Laws.
(d) For purposes Since the Petition Date, except as would not reasonably be expected to result in a Material Adverse Effect, none of Exide or any of its Subsidiaries has entered into any consent decree, settlement or other agreement with any Governmental Entity, and none of Exide or any of its Subsidiaries is subject to any Order, in either case relating to any Environmental Laws or to Materials of Environmental Concern.
(e) Since the Petition Date, to the Knowledge of Exide, none of Exide or any of its Subsidiaries has received written notice of any release, disposal or arrangement for disposal of any Materials of Environmental Concern by Exide or its Subsidiaries or at any real property currently or formerly owned, leased or operated by Exide, its Subsidiaries or any of their predecessors, that would reasonably be expected to result in a Material Adverse Effect.
(f) Except as would not reasonably be expected to result in a Material Adverse Effect, neither Exide nor any of its Subsidiaries has assumed or retained by Contract or operation of Law any liabilities of any other Person under Environmental Laws or concerning any Materials of Environmental Concern.
(g) To the Knowledge of Exide, except as would not reasonably be expected to result in a Material Adverse Effect, none of the transactions contemplated under this Agreement, “Commitment Agreement will give rise to any obligations to obtain the consent of or provide notice to any Governmental Entity under any Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither Except as set forth on Schedule 3.13(a), all facilities and property owned, leased or operated by the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company Borrower or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, CompensationSubsidiaries, and Liability Actall operations conducted thereon, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsall Environmental Laws, except where the failure to obtain or comply with any for such Permit would notnoncompliance that, individually, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge.
(b) Except as set forth on Schedule 3.13(b), there are no pending or threatened claims that seek (in writing):
(i) Environmental Claims received by the revocation, cancellation, suspension Borrower or any adverse modification of its Subsidiaries, or
(ii) written claims, complaints, notices or inquiries received by the Borrower or any such permitsof its Subsidiaries regarding Environmental Liability, except where the failure to have any such Permit would notin each case which, individually, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect.
(c) The Company Except as set forth on Schedule 3.13(c), there have been no Releases of Hazardous Materials at, on, under or from any property or facility now or, to any Loan Party’s knowledge, previously has made available to Parent copies owned, leased or operated by the Borrower or any of all environmental site assessments prepared by any personits Subsidiaries that, and permits required under Environmental Laws and all other material correspondence with Governmental Entities individually or in the Company’s possession relating aggregate, have had or could reasonably be expected to compliance with Environmental Lawshave a Material Adverse Effect.
(d) For purposes The Borrower and its Subsidiaries have been issued and are in compliance with all Environmental Permits necessary for their operations, facilities and businesses and each is in full force and effect, except for such Environmental Permits which, if not so obtained or as to which the Borrower and its Subsidiaries are not in compliance, or are not in effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(e) No property now or, to any Loan Party’s knowledge previously, owned, leased or operated by the Borrower or any of its Subsidiaries is listed or, to any Loan Party’s knowledge, proposed (with respect to owned property only) for listing (i) on the National Priorities List pursuant to CERCLA or (ii) on the CERCLIS or on any similar list of sites requiring investigation or clean-up, which, in the case of this Agreementclause (ii) only, “Environmental Laws” means singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(f) There are no underground storage tanks, active or abandoned, including petroleum storage tanks, surface impoundments or disposal areas, on or under any applicable Federalproperty now or, to any Loan Party’s knowledge previously, owned or leased by the Borrower or any of its Subsidiaries which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(g) Neither the Borrower nor any of its Subsidiaries has transported or arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar list or which is the subject of federal, state or local Laws, in each case as amended and in effect enforcement actions or other investigations which would reasonably be expected to lead to any Environmental Claim against the Borrower or such Subsidiary which (other than in the jurisdiction case of a listing or proposed listing on the National Priorities List pursuant to CERCLA), singly or in which the applicable site aggregate, could reasonably be expected to have a Material Adverse Effect.
(h) No liens have been recorded pursuant to any Environmental Law with respect to any property or premises are locatedother assets currently owned or leased by the Borrower or its Subsidiaries.
(i) Neither the Borrower nor any of its Subsidiaries is currently conducting any Remedial Action pursuant to any Environmental Law, pertaining to nor has any of the protection Loan Parties or any of human healththeir respective Subsidiaries assumed by contract, safety agreement or the environment, including without limitationoperation of law any obligation under Environmental Law, the following statutes and all regulations promulgated thereunder: CERCLA; cost of which, singly or in the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇aggregate, ▇▇ ▇could reasonably be expected to have a Material Adverse Effect.▇
(j) There are no polychlorinated biphenyls or friable asbestos present at any property or facility owned, leased or operated by the Borrower or any of its Subsidiaries, which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Credit Agreement (Polymer Group Inc)
Environmental. 5.26.1 Except as set forth in Section 5.26.1 of the Disclosure Schedule: (ai) Neither the Company and each of its Subsidiaries has for the past three (3) years complied in all material respects with and is currently in compliance in all material respects with all Environmental Laws and has in the past three (3) years received from any Person any (A) Environmental Notice or Environmental Claim, or (B) written request for information pursuant to any Environmental Law, which, in the case of (A) and (B), would reasonably be expected to result in a material Liability of the Company or its Subsidiaries and either remains pending or unresolved, or is the source of ongoing material obligations or requirements as of the Closing Date; (ii) the Company and each of its Subsidiaries have obtained and are in material compliance with all material Permits required under all applicable Environmental Laws (the “Environmental Permits”) necessary for the operation or of the Business of the Company and each of its Subsidiaries as currently conducted; (iii) (A) there has been no Release of Hazardous Materials by the Company or any of its Subsidiaries at any real property currently operated, leased or used, or, to the Knowledge of the Company, at any real property formerly operated, leased or used by the Company or any of its Subsidiaries, and (B) neither the Company nor any of its Subsidiaries (i) has received an Environmental Notice that any written notice real property currently operated, leased or used by the Company or any of its Subsidiaries has been contaminated with respect any Hazardous Material, in each case of (A) and (B), which would reasonably be expected to the business ofresult in a material Environmental Claim against, or properties owned a material violation of Environmental Laws or leased the terms of any Environmental Permit by, the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries from has treated, stored, disposed of, arranged for or permitted the disposal of, or Released, any Governmental Entity Hazardous Materials, in each case, which would reasonably be expected to result in a material Environmental Claim against, or third party a material violation of Environmental Laws or the terms of any Environmental Permit by, the Company or any of its Subsidiaries; and (v) neither the Company nor any of its Subsidiaries has manufactured, sold, marketed, installed or distributed products or items containing asbestos or silica in a manner that remains outstanding alleging that would reasonably be expected to give rise to a material Liability of the Company or any of its Subsidiaries.
5.26.2 The Company has furnished to Buyer copies of all material environmental assessments, reports and all material environmental documents relating to the current operations, real properties or facilities of the Business, the Company or any of its Subsidiaries is not which are in compliance its or any of its Subsidiaries’ possession or, to the Company’s actual knowledge with any Laws governing pollution or no duty of inquiry, control.
5.26.3 The representations and warranties set forth in this Section 5.26 are the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, sole and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business exclusive representations and warranties of the Company or any of its Subsidiaries which release remains unresolvedwith respect to any environmental matters, (iii) currently owns, operates or leases or has formerly owned, operated or leased including any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required arising under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession or relating to compliance with Environmental LawsClaims, Environmental Notices or Hazardous Materials.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Stock Purchase Agreement (Prestige Brands Holdings, Inc.)
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received Keep any written notice with respect to the business of, or properties property either owned or leased by, the Company operated by it or any of its Subsidiaries from free of any Governmental Entity or third party that remains outstanding alleging that the Company or Environmental Liens caused by any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, Loan Parties; (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensationcomply, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and cause each of its Subsidiaries has obtained all permits required by to comply, in with Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsLaws, except where to the failure to obtain or comply with any such Permit would extent that non-compliance could not, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force , and effect and, provide to the Company’s knowledge, there are no pending Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (iii) provide the Agents written notice within 10 Business Days of any material Release of a Hazardous Material in excess of any reportable quantity from or threatened claims that seek the revocation, cancellation, suspension onto property owned or operated by it or any adverse modification of its Subsidiaries and take any Remedial Actions required to a▇▇▇▇ said Release; (iv) promptly provide the Agents with written notice within 10 Business Days of the receipt of any such permitsof the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries; and (C) written notice of a violation, except where the failure to have any such Permit would not, individually, citation or in the aggregate, other administrative order which could reasonably be expected to have result in a Company Material Adverse Effect.
Effect and (cv) The Company previously has made available to Parent copies defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of all environmental site assessments prepared (A) the presence, disposal, release or threatened release of any Hazardous Materials on any property at any time owned or occupied by any personLoan Party or any of its Subsidiaries (or its predecessors in interest or title), and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to compliance with such Hazardous Materials, (D) any violation of any Environmental LawsLaw or (E) any Environmental Action filed against any Agent or any Lender.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Financing Agreement (Spheris Inc.)
Environmental. Except as set forth in Section 4.19 of the Company Disclosure Letter:
(a) Neither the Company and its Subsidiaries are, and since November 1, 2021, have been, in material compliance with all applicable Environmental Laws, including possessing all material Company Permits applicable to their operations under all Environmental Laws;
(b) there is no pending or, to the Knowledge of the Company, threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries that would reasonably be expected to result in a material liability to the Company or its Subsidiaries;
(c) since November 1, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business ofnotice, demand, letter, or properties owned or leased by, the Company or any of its Subsidiaries claim from any Person, including any Governmental Entity or third party that remains outstanding Authority, alleging that the Company or any of its Subsidiaries has been or is not in material violation or potentially in material violation of any applicable Environmental Law or otherwise may be materially 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 material compliance with any Laws governing pollution Environmental Law or the protection material remediation, removal or cleanup of human health Hazardous Materials, and neither the Company nor any of its Subsidiaries has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any material liability of another Person under any Environmental Law;
(e) to the environmentKnowledge of the Company, (ii) with respect to the Real Property, there have been no material 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 a material obligation of the Company or its Subsidiaries to investigate, remediate, remove or cleanup such environmental contamination pursuant to applicable Environmental Law or result in a material liability to the Company and its Subsidiaries pursuant to applicable Environmental Law with respect to investigation, remediation, removal or cleanup conducted by other Persons;
(f) to the Knowledge of the Company, neither the Company nor any “release” of its Subsidiaries has been identified by any Governmental Authority as a “hazardous substance” potentially responsible party under CERCLA or any similar state or foreign Law at any site; and
(as those terms are defined g) the Company has made available to Parent prior to the date of this Agreement true and complete copies of any material environmental reports, studies, assessments and other material environmental information prepared since November 1, 2021 in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of its possession relating to the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental LawReal Property.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither the The Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries complied and is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification ofwith, and the Company has no knowledge of, any potential responsibility or liability of facilities occupied by the Company and all improvements thereon are in compliance with, all Environmental Laws relating to or any Subsidiary pursuant affecting the Company, except where the failure to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Lawcomply would not have a Material Adverse Effect.
(b) The Company and each of its Subsidiaries has obtained all permits required by no liability under any Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit that would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect and it is not responsible for any liability of any other person under any Environmental Law. All such permits There are in full force and effect andno pending or, to the Knowledge of the Company’s knowledge, there are no pending threatened actions, suits, orders, claims, legal proceedings or other proceedings based on, nor has the Company or any officer or director, directly or indirectly received any formal or informal notice of any complaint, order, directive, citation, notice of responsibility, notice of potential responsibility, or information request from any governmental authority or any other person or entity or knows or suspects any fact(s) which might reasonably form the basis for any such actions or notices arising out of or attributable to: (i) the current or past presence, Release, or threatened claims that seek Release of Hazardous Materials at or from any part of the revocation, cancellation, suspension Real Property; (ii) the off-site disposal or treatment of Hazardous Materials originating on or from the Real Property or the business or Assets of the Company; or (iii) any adverse modification violation of Environmental Laws at any part of the Real Property or arising from the Company's activities (or the activities of such permits, except where the failure to have any such Permit would not, individually, or Person's predecessors in the aggregate, reasonably be expected to have a Company Material Adverse Effecttitle) involving Hazardous Materials.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any personbeen duly issued, and permits currently has and will maintain through the Closing Date, all permits, licenses, certificates and approvals required under any Environmental Laws Law with respect to its Assets and business that the failure to have and maintain would cause a Material Adverse Effect. A true and complete list of such permits, licenses, certificates and approvals, all other material correspondence with Governmental Entities 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, to the Knowledge of the Company’s possession relating , there has been no Release of Hazardous Materials at, or, under, or from the Real Property occupied by the Company. There are no permits, licenses, certificates or approvals required under any Environmental Law that are non-transferable or which require consent, notification or other action to compliance with Environmental Lawsremain in full force and effect following consummation of the transactions contemplated by this Purchase Agreement.
(d) For purposes No Real Property owned or previously owned by the Company and, to the Knowledge of this Agreementthe Company, “Environmental Laws” means no Real Property currently leased by the Company from third parties, either (i) contains any applicable Federalunderground improvements, state including but not limited to treatment or local Lawsstorage tanks, in each case as amended and in effect or underground piping associated with such tanks, used currently or in the jurisdiction past for the management of Hazardous Materials, or (ii) is or has been used as a dump or landfill or consists of filled in which land or wetlands.
(e) The Company has Furnished to the applicable site or premises are located, Investor Representatives all of the information in its possession pertaining to the protection environmental history of human healththe Real Property currently and formerly occupied by the Company and the operations of the Company (or any predecessor entity or predecessor entitled to the Assets).
(f) To the Knowledge of the Company, safety neither PCBs nor asbestos-containing materials are present on or in the environmentReal Property occupied by the Company.
(g) To the Knowledge of the Company, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act no Encumbrance in favor of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws person relating to protection of or in connection with any Claim under any Environmental Law has been filed or attached to Real Property currently leased by the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastesCompany from a third party.
Appears in 1 contract
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received nor any of their respective Facilities or operations are subject to any outstanding written notice order, consent decree or settlement agreement with respect any Person relating to the business ofany Environmental Law, any Environmental Claim, or properties owned any Hazardous Materials Activity that, individually or leased byin the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither the Company or nor any of its Subsidiaries from has received any Governmental Entity letter or third party that remains outstanding alleging that the Company or any request for information under Section 104 of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, Act (42 U.S.C. § 9601 et seq.)ss. 9604) or any comparable state law that could reasonably be expected to have a Material Adverse Effect. There are and, the knowledge of the Company and its Subsidiaries, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against the Company or any of its Subsidiaries that, individually or in excess the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of a reportable quantity on its Subsidiaries nor, to the knowledge of the Company and its Subsidiaries, any property that is used for the business predecessor of the Company or any of its Subsidiaries which release remains unresolvedhas filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to and none of the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company 's or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as currently conducted and are in compliance with such permits, except where the failure to obtain defined under 40 C.F.R. Parts 260-270 or comply with any such Permit would not, individually, or in the aggregate, state equivalent that could reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andCompliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not be reasonably expected to have, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, individually or in the aggregate, a Material Adverse Effect. No event or condition has occurred or is occurring with respect to the Company or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had, or could reasonably be expected to have have, a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Securities Purchase Agreement (Muzak Holdings Finance Corp)
Environmental. (a) Neither the Company nor any of its Subsidiaries Except as would not reasonably be expected to have a Material Adverse Effect, (i) has received any written notice the operations and properties of each Borrower comply in all respects with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any all applicable Environmental Laws governing pollution or the protection of human health or the environmentand Environmental Permits, (ii) all past non-compliance with such Environmental Laws and Environmental Permits has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensationbeen resolved without ongoing obligations or costs, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates no circumstances exist that would be reasonably likely to (x) form the basis of an Environmental Action against any Borrower or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, their properties or (ivy) has received written notification ofcause any such property to be subject to any restrictions on ownership, and the Company has no knowledge ofoccupancy, use or transferability under any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and In each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses case except as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. All : (i) none of the properties currently or formerly owned or operated by any Borrower is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such permits property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in full force and effect andwhich Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Borrower, to the Company’s best of its knowledge, on any property formerly owned or operated by any Borrower; there are is no pending asbestos or threatened claims that seek the revocationasbestos-containing material on any property currently owned or operated by any Borrower; and (iii) Hazardous Materials have not been released, cancellation, suspension discharged or disposed of on any adverse modification of property currently or formerly owned or operated by any such permits, Borrower.
(c) In each case except where the failure to have any such Permit as would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.
: (ci) The Company previously has made available to Parent copies of all environmental site assessments prepared by any personno Borrower is undertaking, and permits required under Environmental Laws and all has not completed, either individually or together with other material correspondence with Governmental Entities in the Company’s possession potentially responsible parties, any investigation or assessment or remedial or response action relating to compliance with Environmental Laws.
(d) For purposes of this Agreementany actual or threatened release, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management discharge or disposal of biological agents Hazardous Materials at any site, location or substances including medical operation, either voluntarily or infectious wastespursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Borrower have been disposed of in a manner not reasonably expected to result in liability to any Borrower.
Appears in 1 contract
Environmental. (a) Neither Quorum and its Subsidiaries are, and have been since December 31, 2018, in compliance with all applicable Laws relating to the Company nor any protection of the environment, natural resources (including wetlands, wildlife, aquatic and terrestrial species and vegetation) or of human health and safety, or to the management, use, transportation, treatment, storage, disposal or arrangement for disposal of Materials of Environmental Concern (collectively, “Environmental Laws”), except for such noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) Quorum and its Subsidiaries (i) has received any written notice with respect to the business ofhave received, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not possess and are in compliance with any all permits, licenses, exemptions and other approvals required of them under applicable Environmental Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted (“Environmental Permits”), (ii) are not subject to any action to revoke, terminate, cancel, limit, amend or appeal any such Environmental Permits, and are in compliance with (iii) have paid all fees, assessments or expenses due under any such permitsEnvironmental Permits, except where the for such failures to receive and comply with Environmental Permits, or any such actions, or failure to obtain or comply with pay any such Permit fees, assessments or expenses that would notnot reasonably be expected to have, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available Except with respect to Parent copies matters that have been fully and finally settled or resolved, (i) there are no Legal Proceedings under any Environmental Laws pending or, to the Knowledge of all environmental site assessments prepared by Quorum, threatened against Quorum or any personof its Subsidiaries, and, to the Knowledge of Quorum there are no such Legal Proceedings pending against any other Person that would reasonably be expected to materially adversely affect Quorum or any of its Subsidiaries, and permits required under (ii) Quorum and its Subsidiaries have not received notice of any actual or potential liability of Quorum for the investigation, remediation or monitoring of any Materials of Environmental Concern at any location, or for any violation of Environmental Laws and all other material correspondence with Governmental Entities or Environmental Permits, where such Legal Proceedings or liability would reasonably be expected to have, individually or in the Company’s possession relating to compliance with Environmental Lawsaggregate, a Material Adverse Effect.
(d) For purposes None of this AgreementQuorum or any of its Subsidiaries has entered into any consent decree, “settlement or other agreement with any Governmental Entity, and none of Quorum or its Subsidiaries is subject to any Order, in either case relating to any Environmental Laws” means any applicable Federal, state Environmental Permits or local Lawsto Materials of Environmental Concern, in each case as amended and in effect except for such consent decrees, settlements, agreements or Orders that would not reasonably be expected to have, individually or in the jurisdiction aggregate, a Material Adverse Effect.
(e) There has been no release, disposal or arrangement for disposal of any Materials of Environmental Concern relating to Quorum, its Subsidiaries or any of their predecessors, or at, from or to any real property currently or formerly owned, leased or operated by Quorum its Subsidiaries or any of their predecessors, that would reasonably be expected to (i) give rise to any claim or Legal Proceeding, or to any liability, under any Environmental Law, or (ii) prevent Quorum or any of its Subsidiaries from complying with applicable Environmental Laws or Environmental Permits, except for such claim, Legal Proceedings, liability or burden or non-compliance that would not reasonably be expected, individually or in which the applicable site aggregate, to have a Material Adverse Effect.
(f) Neither Quorum nor any of its Subsidiaries has assumed or premises are locatedretained by Contract or operation of Law any liabilities of any other Person under Environmental Laws or concerning any Materials of Environmental Concern, pertaining where such assumption or acceptance of responsibility would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(g) There has been no environmental investigation, study, audit, test, review or other analysis conducted in relation to the protection current or prior business of human healthQuorum or any of its Subsidiaries or any real property or facility now or previously owned, safety leased or the environmentoperated by Quorum or any of its Subsidiaries describing any facts, including without limitationcircumstances, situations or sets of circumstances which could give rise to any claim or Legal Proceeding, or to any liability, under any Environmental Law or Environmental Permit, the following statutes and all regulations promulgated thereunder: CERCLA; written part of which has not been delivered to the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Equity Commitment Parties at least ten (10) days prior to the date hereof.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection
(h) None of the environment which regulate transactions contemplated under this Agreement will give rise to any obligations to obtain the management consent of or disposal of biological agents provide notice to any Governmental Entity under any Environmental Laws or substances including medical or infectious wastesEnvironmental Permits.
Appears in 1 contract
Environmental. (a) Neither Except as to matters that would not reasonably be expected to have, individually or in the Company nor aggregate, a Material Adverse Effect, since January 1, 2019, no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of its Subsidiaries the Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened in writing which allege a violation of or liability under any applicable Environmental Laws, in each case relating to any of the Debtors, (ib) except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Debtor has received any written notice with respect and maintained in full force and effect, all permits, licenses and other approvals required under applicable Environmental Law, in each case to the business ofextent necessary for its operations to comply with all applicable Environmental Laws and is, or properties owned or leased byand since January 1, 2019, to the Company or any Knowledge of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not Company, has been, in compliance with any Laws governing pollution or the protection terms of human health or the environmentsuch permits, licenses and other approvals and with all applicable Environmental Laws, (iic) has caused any “release” to the actual Knowledge of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental ResponseCompany, Compensationno Hazardous Material is located at, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on or under any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased by any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company Debtors that would reasonably be expected to give rise to any cost, liability or obligation of any Subsidiary of the Debtors under any applicable Environmental Laws, other than costs, liabilities or obligations related to asset retirement obligations incurred or anticipated to be incurred pursuant to the provisions of (1) CERCLAEnvironmental Laws or costs, liabilities or (2) any similar Federalobligations that would not reasonably be expected to have, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, a Material Adverse Effect, and (d) since December 31, 2019, no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of the Debtors, and no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andgive rise to any cost, to the Company’s knowledge, there are no pending liability or threatened claims that seek the revocation, cancellation, suspension or any adverse modification obligation of any such permitsof the Debtors under any applicable Environmental Laws other than costs, except where the failure liabilities, or obligations related to have any such Permit asset retirement obligations incurred or anticipated to be incurred pursuant to Environmental Laws or costs, liabilities or obligations that would notreasonably be expected to have, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies . Notwithstanding the generality of all environmental site assessments prepared by any person, other representations and permits required under Environmental Laws and all other material correspondence with Governmental Entities warranties in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means the representations and warranties in this Section 4.18 constitute the sole and exclusive representations and warranties in this Agreement with respect to any applicable Federalenvironmental, state health or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environmentmatters, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state arising under or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management Environmental Laws or disposal of biological agents or substances including medical or infectious wastesHazardous Materials.
Appears in 1 contract
Sources: Equity Purchase and Commitment Agreement (Hertz Corp)
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) Each of Alio and the Alio Subsidiaries has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of carried on its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not operations in compliance with any Laws governing pollution all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the protection of human health or the environmentaggregate, would not reasonably be expected to have a Material Adverse Effect on Alio.
(ii) (A) the Alio Properties have not been 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; (B) none of Alio and the Alio Subsidiaries has caused or permitted the Release of any “release” of a “hazardous substance” (as those terms are defined Hazardous Substances at, in, on, under or from any Alio Property, except in compliance, individually or in the Comprehensive aggregate, with all Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsLaws, except where the failure to obtain or comply with any be in such Permit compliance would not, individually, or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect. All such permits are Effect on Alio; (C) all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Alio Properties have been handled, recycled, disposed of, treated and stored in full force and effect andmaterial compliance with all Environmental Laws, except to the Company’s knowledgeextent that a failure to be in such compliance would not have a Material Adverse Effect on Alio; and (D) to the knowledge of Alio, there are no pending Hazardous Substances at, in, on, under or threatened claims that seek the revocation, cancellation, suspension or migrating from any adverse modification of any such permitsAlio Property, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with all Environmental Laws.
(diii) For purposes To the knowledge of this AgreementAlio, “Environmental Laws” means none of Alio or the Alio Subsidiaries has treated or disposed, or arranged for the treatment or disposal, of any applicable FederalHazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (B) proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or local Lawsprovincial lists; or (C) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, in each case as amended and in effect in action, or other claim against Alio or any Alio Subsidiary. To the jurisdiction in which the applicable knowledge of Alio, no site or premises are locatedfacility now or previously owned, pertaining operated or leased by Alio or any Alio Subsidiary is listed or, to the protection knowledge of human healthAlio, safety is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.
(iv) None of Alio or the environment, including without limitation, Alio Subsidiaries has caused or permitted the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act Release of 1990, 33 U.S.C. § 2701 et seq.; the any Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; Substances on or to any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate Alio Properties in such a manner as: (A) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the management extent that such Liability would not have a Material Adverse Effect on Alio; or disposal (B) would be reasonably likely to result in imposition of biological agents a lien, charge or substances including medical other Encumbrance or infectious wastesthe expropriation of any of the Alio Properties or the assets of Alio or the Alio Subsidiaries.
(v) None of Alio or the Alio Subsidiaries has received from any Person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental Law that is pending as of the date hereof.
Appears in 1 contract
Sources: Arrangement Agreement
Environmental. To the knowledge of Profound:
(a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries Profound is not in compliance with material violation of any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive applicable Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.Laws;
(b) The Company Profound has operated its business at all times and each has generated, received, handled, used, stored, treated, shipped, recycled and disposed of its Subsidiaries has obtained all permits required by contaminants in material compliance with Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and 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 compliance the process of being rectified, on any of the real property owned or leased by Profound or on any other real property;
(d) there have been no material releases, deposits or discharges, in 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 relating to the business or assets of Profound other than abandonment and reclamation orders, directions or notices issued in connection with such permitsthe normal course of business;
(f) no event, except where the failure matter, occurrence or circumstance with respect to obtain or comply with any such Permit would not, individually, or in the aggregate, 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 Company Material Adverse Effect. All Effect on Profound; and
(g) Profound, as of the date hereof, holds all material licences, permits and regulatory approvals required under any Environmental Laws in connection with the operation of its business and the ownership and use of its assets and all such licences, permits and regulatory approvals are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effecteffect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) subsidiaries has received any written notice with respect or demand from any governmental authority or private party, nor is it aware that there has been storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of toxic wastes, medical wastes, hazardous wastes or hazardous substances by the Company or its subsidiaries (or to the business ofbest of the Company's knowledge, any of its predecessors in interest) at, upon or properties from any of the property now or previously owned or leased by, under contract for purchase by the Company or any of its Subsidiaries from subsidiaries, or affiliated partnerships in violation of any Governmental Entity applicable law, ordinance, rule, regulation order, judgment, decree, or third party permit or which would require remedial action by the Company or its subsidiaries which would not result in, or which would not be reasonably likely to result in, singularly or in the aggregatewith all such violations or remedial actions, any material adverse change in the business, business prospects, financial condition, results of operations or properties of the Company and its subsidiaries taken as a whole. Neither the Company nor any of its subsidiaries has received notice or demand nor to the best of the Company's knowledge is it aware that remains outstanding alleging that there has been a material spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the environment surrounding such property of any toxic wastes, medical wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Company or any of its Subsidiaries is subsidiaries, except for any such spill, discharge, leak, emission, injections, escapes, dumpings or release which would not result in compliance with any Laws governing pollution or the protection of human health would not be reasonably likely to result in, singularly or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Responseaggregate with all such spills, Compensationdischarges, leaks, emissions, injections, escapes, dumpings, and Liability Actreleases, 42 U.S.C. § 9601 et seq.)any material adverse change in the business, in excess business prospects, financial condition, results of a reportable quantity on any property that is used for the business operations or properties of the Company or any of and its Subsidiaries which release remains unresolvedsubsdiaries taken as a whole, (iii) currently ownsTher terms "hazardous wastes", operates or leases or has formerly owned"toxic wastes", operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation"hazardous substances", and Liability Information System"medical wastes", both as maintained under shall have the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on meanings specified in any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federalapplicable local, state, local, federal and foreign or other Environmental Lawlaws of regulations with respect to environmental protection.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Common Stock and Warrant Purchase Agreement (Texoil Inc /Nv/)
Environmental. Except as disclosed in the Questionnaires, as amended and supplemented through the date of Closing:
(a1) Neither None of the Company Premises nor any of its Subsidiaries the Borrower Parties are in violation of, or subject to, any pending or, to Borrower's actual knowledge, threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, which violation, investigation or inquiry would have a Material Adverse Effect, 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 any of the Premises;
(i2) All permits, licenses or similar authorizations required to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Premises by reason of any Environmental Laws have been obtained, or are pending, and Borrower has no reason to believe that such permits, licenses or similar authorizations that are pending will not be issued in due course, except where such failure to obtain any permit, license or authorization would not have a Material Adverse Effect;
(3) Since the initial acquisition by and during the ownership of the Premises by Borrower and/or any Affiliate of Borrower or Lessee, and to Borrower's knowledge prior to such acquisition and ownership, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Premises, except in Permitted Amounts;
(4) None of the Premises contain Hazardous Materials, except in Permitted Amounts, and all USTs located on or about the Premises, if any, are in full compliance with all Environmental Laws, except where such noncompliance would not have a Material Adverse Effect;
(5) To Borrower's knowledge, there is no threat of any Release migrating to any of the Premises in excess of Permitted Amounts;
(6) Since the initial acquisition by and during the ownership of the Premises by Borrower and/or any Affiliate of Borrower or Lessee, and to Borrower's knowledge prior to such acquisition and ownership, there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Premises, except where such noncompliance would not have a Material Adverse Effect;
(7) None of the Borrower Parties has received any written notice or other communication from any person or entity (including but not limited to a Governmental Authority) relating to any Release of Hazardous SCS Finance II, L.P. Mortgage Loan Materials in excess of Permitted Amounts, or USTs or Remediation thereof, possible liability of any person or entity pursuant to any Environmental Law, other Environmental Conditions in connection with any of the Premises, or any 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 existing Environmental Condition or Releases of Hazardous Materials in, on, under 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 (which provision of information was accomplished in part by delivering to representatives of Lender for their review and analysis the files of Lessee maintained by Lessee with respect to environmental matters relating to the business of, Premises);
(9) All of the Premises are 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 properties owned or leased by, the Company or other user of any of its Subsidiaries from the Premises to do any Governmental Entity or third party act on the Premises that remains outstanding alleging that materially increased the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (iiwhether that person or entity was 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 insuring the Premises, constituted a public or private nuisance, or violated any covenant, condition, agreement or easement applicable to any of the Premises, except where such violation did not have a Material Adverse Effect on the Premises; and
(10) has caused The information and disclosures in the Questionnaires, as amended and supplemented through the date of Closing, are true, correct and complete in all material respects, and the person or persons executing the Questionnaires and any “release” amendments and supplements thereto were duly authorized to do so; and
(11) Each of a “hazardous substance” the Borrower Parties is in compliance with the requirements of 40 C.F.R. Section 280 Subpart H - Financial Responsibility (or equivalent state law or regulation) with respect to all petroleum underground storage tanks or storage tank systems (as those terms are defined in under 40 C.F.R. Section 280.12 or equivalent state law or regulation) owned or operated by any of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity Borrower Parties or located on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsPremises, except where the failure to obtain or comply with any such Permit noncompliance would not, individually, or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither Except as set forth in the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business ofQuestionnaires, other than in De Minimis Amounts or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution all applicable Environmental Laws, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred or the protection disposed of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), at or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company Premises by Debtor or any Subsidiary pursuant its Affiliates or, to the provisions best of (1) CERCLADebtor's knowledge, or (2) by any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each prior owner of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where any of the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, Premises which might reasonably be expected to have a Company result in any Material Adverse Effect. All such permits are Except as set forth in full force the Questionnaires, other than in De Minimis Amounts, no Release or Threatened Release has occurred at or on any of the Premises while in the possession and effect andcontrol of the Debtor and its Affiliates or, to the Company’s best of Debtor's knowledge, there are no pending or threatened claims that seek while in the revocation, cancellation, suspension or any adverse modification possession and control of any such permits, except where prior owner of any of the failure to have any such Permit would not, individually, or in the aggregate, Premises which might reasonably be expected to have a Company result in any Material Adverse Effect.
. Except as set forth in the Questionnaires, the activities, operations and business undertaken on, at or about each of the Premises by Debtor and its Affiliates, including, without limitation, any past or ongoing alterations or improvements at each of the Premises, are and have been at all times in compliance with all Environmental Laws, except such non-compliance which would not reasonably be expected to result in any Material Adverse Effect. Except as set forth in the Questionnaires, no further action is required to remedy any Environmental Condition or violation of, or to be in compliance in all material respects with, any Environmental Laws and no lien has been imposed on any of the Properties by any Governmental Authority in connection with any Environmental Condition, the violation or threatened violation of any Environmental Laws or the presence of any Hazardous Materials on or off any of the Premises. There is no pending or, to the best of Debtor's knowledge, threatened litigation or proceeding before any Governmental Authority in which any Person alleges the violation or threatened violation of any Environmental Laws or the presence, Release, Threatened Release or placement on or at any of the Premises of any Hazardous Materials, or of any facts which would give rise to any such action, nor has Debtor (a) received any notice (and Debtor has no actual knowledge) that any Governmental Authority or any employee or agent thereof has determined, threatens to determine or intends to require an investigation to determine that there has been a violation of any Environmental Laws at, on or in connection with any of the Premises or that there exists a presence, Release, Threatened Release or placement of any Hazardous Materials on or at any of the Premises, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of any Hazardous Materials at or on any of the Premises; (b) received any notice under the citizen suit provision of any Environmental Law in connection with any of the Premises or any facilities, operations or activities conducted thereon, or any business conducted in connection therewith; or (c) received any request for inspection, request for information notice, 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 any of the Premises or any facilities, operations or activities conducted thereon or any business conducted in connection therewith. FFCA has charged Debtor a fee for the Environmental Policies. Debtor acknowledges that the Environmental Policies are for the sole protection of FFCA and will not protect Debtor or provide Debtor with any coverage thereunder. The Company previously has made available to Parent copies of information and disclosures in the Questionnaires are true, correct and complete in all environmental site assessments prepared by any personmaterial respects, FFCA may rely on such information and disclosures, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating Persons executing the Questionnaires were duly authorized to compliance with Environmental Lawsdo so.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Loan Agreement (Shoneys Inc)
Environmental. Except as disclosed on Schedule 3.13 or Schedule 2.1(c)(I):
(a) Neither To Seller's knowledge, there have been, and there exist, no events, incidents, conditions, actions, agreements or circumstances which could reasonably be expected to give rise to any liability, loss or expense under any Environmental Law, or form the Company nor basis for any Environmental Action, with respect to Seller or WWTI (with respect to the Business) or the Subsidiaries, or any Real Property or property subject to the Leases, which liability, loss or expense or Environmental Action could reasonably be expected to have a Material Adverse Effect. None of Seller, WWTI, or any of its the Subsidiaries (iduring the period affiliated with Seller and excluding Minority Subsidiaries) has received any written notice from any governmental authority or other person, and to the knowledge of Seller, no such notice has been issued to any other Person which indicates the occurrence or existence of events, incidents, conditions, actions, agreements or circumstances which could reasonably be expected to give rise to any liability, loss or expense under any Environmental Law or form the basis for any Environmental Action with respect to Seller or WWTI (with respect to the business of, or properties owned or leased byBusiness), the Company Divisions or Subsidiaries (other than any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution Minority Subsidiary) or the protection of human health Real Property or property subject to the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.)Leases, in excess of each case which liability, loss or expense or Environmental Action could reasonably be expected to have a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental LawMaterial Adverse Effect.
(b) The Company No Hazardous Material is being or, to Seller's knowledge, has been, Released on or to any property or facility owned, leased, or operated by Seller or WWTI (with respect to the Business), the Subsidiaries (other than any Minority Subsidiary) or the Divisions in such manner that under any Environmental Law: (i) would impose liability for damages, investigation, or Response Actions that could reasonably be expected to have a Material Adverse Effect; (ii) would affect the value of the Domestic Assets, Divisions or Subsidiaries (other than any Minority Subsidiary) (or their respective businesses, property or assets) that could reasonably be expected to have a Material Adverse Effect; or (iii) would result in the imposition of a Lien (other than Permitted Exceptions) on the property or assets of the Divisions or Subsidiaries (other than any Minority Subsidiary). No notice of any restriction on present or future use is required to be placed at any Real Property or property subject to a Lease or in any deed to any Real Property, which restriction could reasonably be expected to materially interfere with the continued use of such Real Property or property subject to a Lease in the conduct of normal business operations.
(c) No Hazardous Material has been Released at any other site by the Divisions or Subsidiaries (during the period affiliated with Seller and each excluding Minority Subsidiaries) or by any contractor or agent acting on their behalf during the applicable period (including but not limited to any person transporting or distributing Hazardous Materials on behalf of its Subsidiaries has obtained all permits required by the Divisions or Subsidiaries, other than any Minority Subsidiary) in such manner that under any Environmental Law necessary would impose liability for damages, investigation, or Response Actions, which liability could reasonably be expected to enable them to conduct their respective businesses as have a Material Adverse Effect.
(d) To Seller's knowledge, any underground or aboveground storage tanks and associated piping currently conducted on the Real Property are in sound condition and are have been properly maintained, tested and monitored in compliance with applicable Environmental Laws in all material respects, and no spills or leaks have occurred from or in relation with such permitstanks and piping on the Real Property or property subject to a Lease, which spills or leaks could reasonably be expected to have a Material Adverse Effect. To Seller's knowledge, any tanks on the Real Property or property subject to a Lease which were previously removed from service while such property was controlled by a Division or Subsidiary (while affiliated with Seller and excluding Minority Subsidiaries) have been properly closed, in compliance with all applicable Environmental Laws. With respect to each such tank which has been removed from service or closed, except for instances which would not have a Material Adverse Effect, testing and observations confirm either that there were no spills, leaks or other contamination related to such tanks and associated piping, or that any such contamination has been removed.
(e) Seller, WWTI (with respect to the Business), and the Subsidiaries (other than any Minority Subsidiary) possess all Environmental Approvals required for the conduct of the Business and the operations on, and uses of, the Real Property and property subject to the Material Leases, in the manner in which the Business, operations and uses are currently being conducted, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, do so could not reasonably be expected to have materially interfere with such Business, operations or use. Schedule 3.13 sets forth a Company Material Adverse Effectlist of all such Environmental Approvals, identifying the nature thereof. All such permits Environmental Approvals are in full force and effect andeffect, to and each such Environmental Approval is final, any fixed period for appeal or review having elapsed. To the Company’s knowledgeknowledge of Seller, there are WWTI and the Subsidiaries, no suit, action, proceeding or appeal is pending or threatened claims to revoke, suspend or materially and adversely modify (except the permitting process at WCAI) any such Environmental Approval. Neither Seller, WWTI, nor any Division or Subsidiary (other than a Minority Subsidiary) has received notice from a Governmental Authority that seek the revocation, cancellation, suspension or any adverse modification it is in material violation of any such permitsGovernmental Approval.
(f) Seller, except where WWTI (with respect to the failure Business), the Divisions and Subsidiaries (other than any Minority Subsidiary) have made all Governmental Filings required under all applicable Environmental Laws with respect to have any such Permit would notthe conduct of the Business and the operations on, individuallyand use of, or the Real Property and property subject to the Leases, in the aggregatemanner in which the Business, operations and use are currently being conducted, expect for such filings, the absence of which could not reasonably be expected to have a Company Material Adverse Effectmaterially interfere with such Business, operations or use.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wheelabrator Technologies Inc /De/)
Environmental. (a) The Company and each of its subsidiaries is, and since July 1, 2013, has been, in compliance in all material respects with all applicable Environmental Laws.
(b) The Company and its subsidiaries have duly obtained, maintain, and are in compliance, in all material respects with, all material Approvals required under applicable Environmental Laws, and all such Approvals are valid and in good standing, and there is no action pending or, to the Knowledge of the Company, threatened to revoke, cancel, modify, suspend or terminate any such Approval.
(c) Neither the Company nor any of its Subsidiaries (i) subsidiaries has received any written notice of any Order relating to or arising under Environmental Laws that is outstanding or unresolved and there is no pending or, to the Knowledge of the Company, threatened Action relating to any actual or alleged material violation of or material liability under Environmental Laws or with respect to the business ofRelease, disposal, transportation, spill, cleanup, investigation or properties owned or leased by, other discard of Hazardous Materials.
(d) Neither the Company nor its subsidiaries has Released or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used arranged for the business disposal or treatment of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises Hazardous Materials in a manner that is listed, or would reasonably be expected to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary give rise to material liabilities pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other applicable Environmental Law.
(be) To the Knowledge of the Company, there is not on, in, under or from any Company Real Property: (i) any leaking underground storage tanks; (ii) any asbestos-containing materials or lead-based paint that must be removed or abated under applicable Environmental Laws; (iii) any landfills, dumps or surface impoundments used to treat or dispose of Hazardous Materials; or (iv) any other Hazardous Material that would reasonably be expected to give rise to material liabilities pursuant to any applicable Environmental Law.
(f) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously subsidiaries has made available to Parent copies of all material environmental site assessments prepared assessments, environmental reports, environmental audits and other material environmental documents in its possession or under its reasonable control related to any non-compliance by the Company or its subsidiaries, in any personmaterial respect, and permits required under since July 1, 2013 or that is currently outstanding or unresolved with Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environmentenvironmental condition of any real property that the Company or its subsidiaries currently or formerly have owned, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇operated or leased.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. Except as would not, individually or in the aggregate, be reasonably expected to have a Parent Material Adverse Effect, or as disclosed in the Parent SEC documents or on Schedule 4.15 of the Parent Disclosure Schedule:
(a) (i) each of the Parent Properties, the Parent Leased Properties and the Business is in compliance with all applicable Environmental Laws; (ii) there is no litigation, investigation, request for information or other proceeding pending, or, to the Knowledge of the Parent (after reasonable inquiry), threatened against the Parent or any of its Subsidiaries under any applicable Environmental Laws; and (iii) the Parent has not received any written notice (A) of violation or potential liability under any applicable Environmental Laws that remains unresolved, or (B) that any judicial, administrative or compliance order has been issued against the Parent or any Subsidiary which remains unresolved.
(b) Neither the Company Parent nor any of its Subsidiaries (i) has received used, generated, stored, treated or handled any written notice with respect Hazardous Material on the Parent Properties or the Parent Leased Properties, in a manner that would reasonably be expected to result in liability under Environmental Laws, and to the business ofKnowledge of the Parent, there are currently no underground storage tanks, active or properties owned abandoned, used for the storage of Hazardous Materials on, in or leased by, under any Parent Properties or the Company or Parent Leased Properties in violation of applicable Environmental Laws. Neither the Parent nor any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that has caused a Release of Hazardous Materials on either the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution Parent Properties or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect Parent Leased Properties and, to the Company’s knowledgeKnowledge of the Parent, there are no pending Third Party has caused a Release or threatened claims that seek Release of Hazardous Materials on either the revocation, cancellation, suspension Parent Properties or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse EffectParent Leased Properties.
(c) The Company previously To the Knowledge of the Parent, all Hazardous Material which has made available to been removed from any Parent copies Properties or Parent Leased Properties was handled, transported and disposed of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities at the time of removal in the Company’s possession relating to compliance with applicable Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Merger Agreement (Amreit)
Environmental. Except as disclosed in Section 4.14 of the MDA Disclosure Letter:
(a) Neither MDA and each of the Company nor Information Systems Subsidiaries are in compliance in all material respects with all applicable Environmental Laws;
(b) in connection with Environmental Activities, there is no notice of infraction, action, suit or proceeding or, to the knowledge of MDA, pending or threatened against, or in any other manner relating adversely to, MDA or any of its Subsidiaries the Information Systems Subsidiaries, or their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Entity, which would have a Material Adverse Effect;
(ic) has received all material Environmental Permits which are necessary under any written notice applicable Environmental Law for the ownership and operation by MDA, with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Richmond Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification ofSystems Business, and the Company has no knowledge of, any potential responsibility or liability Information Systems Subsidiaries of the Company real property, assets and other facilities owned or any Subsidiary pursuant used by MDA, with respect to the provisions Richmond Information Systems Business, and the Information Systems Subsidiaries and all of (1) CERCLAthe properties related thereto have been duly obtained, made or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company taken and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andeffect, are not subject to further Environmental Permits or appeal, or any pending or, to the Company’s knowledgeknowledge of MDA, threatened legal or administrative proceedings, and there are to the knowledge of MDA, no pending proposals to amend, revoke or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any replace such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under material Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.Permits;
(d) For purposes neither MDA, with respect to the leased premises located in Richmond, British Columbia, nor any Information Systems Subsidiary has and is, and to the knowledge of this AgreementMDA, “no past or present lessee, owner, occupant, or licensee or other Person other than MDA or an Information Systems Subsidiary has or is, engaged in any Environmental Laws” means Activity at, upon, under, over, within or with respect to the real property owned or used by MDA, with respect to the Richmond Information Systems Business, or any of the Information Systems Subsidiaries in violation of any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in Environmental Law which the applicable site or premises are located, pertaining would lead to the protection imposition of human healthliability on, safety or a remediation order against any Information Systems Subsidiary which would have a Material Adverse Effect;
(e) no activities or operations of MDA, with respect to the environmentRichmond Information Systems Business, including without limitationor an Information Systems Subsidiary are or have been subject to any judicial, administrative or other proceedings alleging a violation of any applicable Environmental Law which would have a Material Adverse Effect;
(f) to the knowledge of MDA, no activities or operations of MDA, with respect to the Richmond Information Systems Business, or an Information Systems Subsidiary in respect of real property owned or used by MDA or an Information Systems Subsidiary are the subject of investigation or written notice from any Governmental Entity requiring material remedial action to respond to a Release of any Contaminant;
(g) neither MDA, with respect to the Richmond Information Systems Business, nor an Information Systems Subsidiary has been or is involved in any operations or Environmental Activity in violation of any applicable Environmental Law which activities would lead to the imposition of liability on, or a remediation order against, MDA or an Information Systems Subsidiary and which would have a Material Adverse Effect;
(h) neither MDA, with respect to the Richmond Information Systems Business, nor any Information Systems Subsidiary has filed any written notice or report of a Release of a Contaminant with any Governmental Entity in respect of the real property owned or used for the conduct of the Information Systems Business, the following statutes and all regulations promulgated thereunder: CERCLAconsequence of which Release would have a Material Adverse Effect; and
(i) to the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇knowledge of MDA, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Actno order, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act instruction or direction of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state Governmental Entity has been issued which required MDA or local statute of similar effect; and an Information Systems Subsidiary to carry out any Laws relating to protection material environmental remediation of the environment which regulate real property owned or used for the management Richmond Information Systems Business or disposal of biological agents or substances including medical or infectious wastesby any Information Systems Subsidiary under any applicable Environmental Law.
Appears in 1 contract
Environmental. (a) Neither To the Company nor any knowledge of its K▇▇▇▇▇, except as is set out in the K▇▇▇▇▇▇ Disclosure Letter, each of K▇▇▇▇▇ and the K▇▇▇▇▇ Subsidiaries and their respective businesses, operations and properties:
(i) is in material compliance with all Environmental Laws and all terms and conditions of all Environmental Approvals;
(ii) has not received any written order, request or notice with respect from any Person alleging a material violation of any Environmental Law;
(iii) (i) is not a party to any litigation or administrative proceeding, nor so far as it knows is any litigation or administrative proceeding threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Law, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the business ofEnvironmental Release of any Hazardous Substances, or properties owned (3) asserts or leased byalleges 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 Company or Environmental Release of any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentHazardous Substances, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, of any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as conditions existing currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, which could reasonably be expected to have subject it to damages, penalties, injunctive relief or cleanup costs under any Environmental Law or which require or are likely to require cleanup, removal, remedial action or other response by it pursuant to applicable Environmental Laws; and (iii) is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Laws and has not been named or listed as a Company Material Adverse Effect. All potentially responsible party by any Governmental Entity in a matter arising under any Environmental Law;
(iv) is not involved in operations and does not know of any facts, circumstances or conditions, including any Environmental Release of Hazardous Substances, that would reasonably be expected to result in any material environmental liabilities;
(v) K▇▇▇▇▇ and the K▇▇▇▇▇ Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses, as currently operated, and the ownership and use including rehabilitation of their respective assets, all such permits Environmental Approvals are in full force and effect andeffect, and neither K▇▇▇▇▇ nor any of the K▇▇▇▇▇ Subsidiaries has received any notification from any Governmental Entity pursuant to the Company’s knowledgeany Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vi) there are no pending changes in the status, terms or threatened claims that seek conditions of any Environmental Approvals held by K▇▇▇▇▇ or any of the K▇▇▇▇▇ Subsidiaries, or any renewal, modification, revocation, cancellationreassurance, suspension alteration, transfer, restriction or any adverse modification amendment of any such permits, except where the failure to have any such Permit would not, individuallyEnvironmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes execution or delivery of this Agreement, “Environmental Laws” means the consummation of the transactions contemplated herein or the continuation of the business and operations of K▇▇▇▇▇ or any applicable Federalof the K▇▇▇▇▇ Subsidiaries following the Effective Date;
(vii) K▇▇▇▇▇ and the K▇▇▇▇▇ Subsidiaries have made available to PMI all material audits, state or local Lawsassessments, in each case as amended investigation reports, studies, plans, regulatory correspondence and in effect in the jurisdiction in which the applicable site or premises are locatedsimilar information with respect to environmental, pertaining health and safety matters; and
(viii) to the protection knowledge of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community K▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § none of K▇▇▇▇▇ et seqand the K▇▇▇▇▇ Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in material liability under any Environmental Laws.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither The Contributed Operating Entities are and have been in material compliance with all applicable Environmental Laws, and no Contributors or Contributed Operating Entities have received any communication from any Governmental Authority or other party alleging that any Contributed Operating Entity or any facility owned, operated, or subject to development by any Contributed Operating Entity is not in material compliance with or has material liability under, or requesting any information pursuant to, applicable Environmental Laws, including any new source review requirements under the Company nor any Federal Clean Air Act or state analogue thereto, in each case except as would not reasonably be expected to, individually or in the aggregate (as to all of its Subsidiaries the Contributed Operating Entities), (i) has received any written notice with respect to as of the business ofdate hereof, result in damages in excess of $20,000,000, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.Closing Date have a LS MAE;
(b) The Company Each Contributed Operating Entity has obtained and each possesses all material Permits required under any Environmental Law, including all air emissions authorizations and allowances, wastewater and stormwater discharge authorizations, and water rights and use requirements (collectively, the “Environmental Permits”) necessary for the construction and operation of its Subsidiaries has obtained facilities or the conduct of its business, and all permits required by such Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending approval by any Governmental Authority and, to the Contributors’ knowledge, such approval will be forthcoming without significant modification, and the Contributed Operating Entities are in material compliance with such permits, except where all material terms and conditions of the failure to obtain or comply with any such Permit Environmental Permits and applications;
(c) Except as would not, individually, or in the aggregate, not reasonably be expected to have, individually or in the aggregate (as to all of the Contributed Operating Entities), (i) as of the date hereof, result in damages in excess of $20,000,000 or (ii) as of the Closing Date, have a Company Material Adverse Effect. All such permits are in full force and effect andLS MAE, there is no material Environmental Claim (i) pending or, to the Company’s Contributors’ knowledge, there are no pending threatened against any Contributed Operating Entity or threatened claims otherwise adversely affecting any real or personal property that seek any Contributed Operating Entity owns, leases or uses, in whole or in part, including any off-site facility used by any Contributed Operating Entity for the revocationtreatment, cancellation, suspension or any adverse modification storage and disposal of any such permits, except where the failure to have any such Permit Hazardous Material; and
(d) Except as would not, individually, or in the aggregate, not reasonably be expected to have, individually or in the aggregate (as to all of the Contributed Operating Entities), (i) as of the date hereof, result in damages in excess of $20,000,000 or (ii) as of the Closing Date, have a Company LS MAE, there has been no material Release by any Contributed Operating Entity of any Hazardous Material Adverse Effectthat has formed or would reasonably be expected to form the basis of (i) any material Environmental Claim against any Contributed Operating Entity or against any person whose liability for such claim the Contributed Operating Entities has or may have retained or assumed, either by operation of Law or by Contract, or (ii) any requirement pursuant to applicable Environmental Law on the part of any Contributed Operating Entity to undertake material Remedial Action.
(ce) The Company previously has No claims for indemnification have been made available with respect to Parent copies any Environmental Claims under the purchase and sale agreement or other acquisition agreement with respect to any Contributor acquisition of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental LawsContributed Operating Entity.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Plan of Merger, Contribution and Sale Agreement (Dynegy Inc /Il/)
Environmental. (a) Neither Except as may be specifically disclosed in the Company nor any of its Subsidiaries (i) has received any written notice with respect SEC Filings or in environmental reports obtained by the REIT and made available to the business ofPurchaser (the "Environmental Reports"), the REIT and the Operating Partnership have not at any time, and, to the actual knowledge of the REIT and the Operating Partnership, no other party has at any time, handled, buried, stored, retained, refined, transported, processed, manufactured, generated, produced, spilled, allowed to seep, leak, escape or ▇▇▇▇▇, or properties owned be pumped, poured, emitted, emptied, discharged, injected, dumped, transferred or leased byotherwise disposed of or dealt with, Hazardous Materials on, to or from the Company Properties. The REIT and the Operating Partnership do not intend to use the Properties or any subsequently acquired properties for the purpose of its Subsidiaries from any Governmental Entity handling, burying, storing, retaining, refining, transporting, processing, manufacturing, generating, producing, spilling, seeping, leaking, escaping, leaching, pumping, pouring, emitting, emptying, discharging, injecting, dumping, transferring or third party that remains outstanding alleging that otherwise disposing of or dealing with Hazardous Materials, except for such Hazardous Materials as may be customarily required in golf course operations, stored and used in the Company or any of its Subsidiaries is not quantities customary for such uses and in compliance in all material respects with any Laws governing pollution or and all applicable, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or the environmenthazardous or toxic substances or wastes, pollutants or contaminants (ii"Environmental Laws") has caused any “release” of and except in each case for such non-compliance as cannot reasonably be expected to cause a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Lawmaterial Adverse Effect.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses Except as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or disclosed in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andSEC Filings or the Environmental Reports, to the Company’s knowledgeknowledge of the REIT or the Operating Partnership, there are has been no pending material seepage, leak, escape, ▇▇▇▇▇, discharge, injection, release, emission, spill, pumping, pouring, emptying or threatened claims that seek dumping of Hazardous Materials into waters on or adjacent to the revocationProperties or onto lands from which such hazardous or toxic waste of substances might seep, cancellation, suspension flow or any adverse modification of any drain into such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectwaters.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities Except as disclosed in the Company’s possession relating SEC Filings or the Environmental Reports, neither the REIT nor the Operating Partnership has received a specific, written notice of any occurrence or circumstance which, with notice or passage of time or both, would give rise to, any material claim under or pursuant to compliance with any Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, Law pertaining to hazardous or toxic waste or substances on or originating from the protection Properties or arising out of human healththe conduct of any such party, safety or the environmentincluding, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇pursuant to any Environmental Law.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Stock Purchase Agreement (Golf Trust of America Inc)
Environmental. (a) Neither the Company nor any of its Subsidiaries Each Loan Party shall (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any keep all of its Subsidiaries from Real Property free of any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentEnvironmental Liens (other than Permitted Liens), (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensationcomply, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on take all commercially reasonable steps to cause all tenants and other Persons who may come upon any property that is used for owned or operated by it to comply, with all Environmental Laws in all material respects and provide to Agents any documentation of such compliance which the business of the Company or any of its Subsidiaries which release remains unresolvedRequired Lenders may reasonably request, (iii) currently ownsmaintain and comply in all material respects with all Governmental Authorizations required under applicable Environmental Laws, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification oftake commercially reasonable steps to prevent any material Release of Hazardous Materials from any property owned or operated by any Loan Party, except to the extent such release would not reasonably be expected to result in a Material Adverse Effect, (v) ensure that there are no Hazardous Materials on, at or migrating from any property owned or operated by any Loan Party, except to the extent that failure to comply would not reasonably be expected to result in a Material Adverse Effect, (vi) undertake or cause to be undertaken any and all Remedial Actions in response to any Environmental Claim, Release of Hazardous Materials or violation of Environmental Law that could reasonably be expected to result in a Material Adverse Effect, to the Company has no knowledge ofextent required by Environmental Law or any Governmental Authority and to repair and remedy any impairment to the Real Property consistent with its current use and, any potential responsibility or liability upon request of the Company or any Subsidiary pursuant to the provisions of (1) CERCLARequired Lenders, or (2) any similar Federalprovide Agents all data, state, local, foreign or other Environmental Lawinformation and reports generated in connection therewith.
(b) The Company Loan Parties shall promptly (but in any event within ten (10) Business Days) (i) notify Agents in writing (A) if it knows, suspects or believes there may be a material Release in excess of any reportable quantity or material violation of Environmental Laws in, at, on, under or from any part of the Real Property or any improvements constructed thereon, (B) of any material Environmental Claims asserted against or Environmental Liabilities and each Costs of its Subsidiaries has obtained all permits required by any Loan Party or predecessor in interest or concerning any Real Property, (C) of any failure to comply with Environmental Law necessary in all material respects at any Real Property or that is reasonably likely to enable them to conduct their respective businesses as currently conducted and are result in compliance with such permitsan Environmental Claim asserted against any Loan Party, except where the failure to obtain (D) any Loan Party’s discovery of any occurrence or comply with condition on any such Permit would not, individually, real property adjoining or in the aggregate, vicinity of any Real Property that could reasonably be expected to have a Company Material Adverse Effect. All cause such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension Real Property or any adverse modification of part thereof to be subject to any such permitsmaterial restrictions on the ownership, except where the failure to have occupancy, transferability or use thereof under any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any personEnvironmental Laws, and permits required under (E) any notice of Environmental Laws Lien filed against any Real Property, and all (ii) provide such other material correspondence with Governmental Entities documents and information as reasonably requested by Required Lenders in the Company’s possession relating relation to compliance with Environmental Lawsany matter pursuant to this Section 5.9(b).
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract