Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 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 or toxic 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. As used herein(a) Each of Seller and each Seller’s leasehold interest in the Leased Real Property are and have been in compliance in all material respects with all “Environmental Laws” (as hereinafter defined);
(b) To the Knowledge of Sellers, the term "ENVIRONMENTAL LAW" means there has been no “Release” (as hereinafter defined) by any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting Seller at any of the Facilities and pertaining Leased Real Property, or, to health the Knowledge of Sellers, at any disposal or treatment facility which received “Hazardous Substances” (as hereinafter defined) generated by or from such Seller and/or the environmentLeased Real Property;
(c) No “Environmental Action” (as hereinafter defined) is pending, includinghas been asserted against or, but not limited toto the Knowledge of Sellers, is threatened against any Seller;
(d) To the knowledge of Sellers, the Comprehensive Leased Real Property has not been used as a treatment or disposal site for any Hazardous Substances during the period of Seller’s operation thereof;
(e) Each Seller holds all licenses, permits and approvals required by that Seller by any regulatory authority under any Environmental Response, Compensation and Liability Act Laws in connection with the operation of 1982 the Business;
(f) With respect to Sellers and the Resource Conservation Leased Real Property, Sellers are not aware of and Recovery Act of 1986. Except as have not received any written notification pursuant to any Environmental Laws that (i) disclosed in any work, repairs, corrective or remedial action, construction or capital expenditures are required to be made as a condition of the environmental reports comprising a part of the Seller's Deliveries continued compliance with any Environmental Laws or otherwise obtained by the Purchaserany license, permit or as otherwise disclosed by Magellan to the Purchaser in writing, or approval issued pursuant thereto; (ii) would not have a any material adverse effect on the Facilities license, permit 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 approval under any Environmental Law or Laws is about to be reviewed, made subject to limitations or conditions, revoked, withdrawn or terminated; or (iii) any pending events, conditions, circumstances, activities, practices, incidents, actions or threatened litigation omissions may interfere with or inquiry by any governmental authority prevent compliance or to any remedial action or obligations under continued compliance with any Environmental Law; and
(bg) no underground storage tanks Sellers have been previously delivered (or are now located at any Facility; (cwill have delivered within 20 days after the date of this Agreement) none to Purchaser a copy of all reports, assessments, investigations, permits, correspondence and other documents and information whatsoever which relate to the Facilities is now or ever has been used for industrial purposes or for the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for the storage and disposal compliance status of such wastes and materials in Seller or the ordinary course of the business of the Facilities in accordance with applicable Leased Real Property under any Environmental Laws.
(h) For the purposes of this Section 3.19, 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 or toxic wastes the following terms shall 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).following meanings:
Appears in 2 contracts
Sources: Asset Purchase Agreement (Compucredit Corp), Asset Purchase Agreement (Compucredit Corp)
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 Each of the Facilities nor the Seller's operation thereof Company and its Subsidiaries is in violation material compliance with all Environmental Laws, which compliance includes the possession and maintenance, in full force and effect, by the Company and its Subsidiaries of material permits, licenses, registrations, approvals 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 Environmental Law of its Subsidiaries has received written notice of or is subject to any pending proceeding with respect to, any material Environmental Claims against the Company or any Subsidiary, and to the knowledge of the Company, no such Environmental Claims have been threatened litigation or inquiry by any governmental authority or and no investigations with respect to any remedial action such Environmental Claims are pending. Except with respect to matters that have been fully resolved, neither the Company nor any of its Subsidiaries has received written notice that the Company or obligations any of its Subsidiaries has been identified by the United States Environmental Protection Agency as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part ▇▇▇ ▇▇▇▇▇▇▇▇ ▇ (1986) or with respect to any other site undergoing Cleanup at which any Hazardous Materials which the Company or any of its Subsidiaries generated, transported or disposed of have been found.
(c) To the knowledge of the Company, (i) with respect to the real property currently owned, leased or operated by the Company or any of its Subsidiaries (and, to the actual knowledge of the persons listed under the definition of “knowledge” herein, with no duty of inquiry, with respect to any real property formerly owned, leased or operated by the Company or any of its Subsidiaries), there have been no material Releases of Hazardous Materials that require a Cleanup or would otherwise result in any material liability to the Company or any of its Subsidiaries under any Environmental Law; , (bii) 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 hazardous or toxic wastes or materials, chemical wastes, tank or other toxic substancesunderground storage receptacle for Hazardous Materials is located on the real property currently owned, except for leased or operated by the storage Company or any of its Subsidiaries; and (iii) the Company and its Subsidiaries have complied in all material respects with the requirements of Environmental Law regarding the generation, use, transportation 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 or toxic 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)Hazardous Materials.
Appears in 2 contracts
Sources: Merger Agreement (J.M. Tull Metals Company, Inc.), Merger Agreement (Ryerson Inc.)
Environmental. As used herein, To the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination knowledge of any governmental authority or agency affecting any member of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as Caza Group:
(i) disclosed in any no member of the environmental reports comprising a part of the 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 Caza Group is in violation of any Laws, with respect to environmental, health or safety matters (collectively, "Environmental Law or is subject to any pending or threatened litigation or inquiry Laws");
(ii) each member of the Caza Group has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all waste and contaminants in compliance with Environmental Laws;
(iii) except as permitted by any governmental authority or to any remedial action or obligations under any Environmental Law; (b) no underground storage tanks Laws, there have been no spills, releases, deposits 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 discharges of hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for contaminants or wastes within the storage and disposal of such wastes and materials Caza Group's ownership, possession or control at any time, on or from or under or in the ordinary course any of the business of real property owned or leased by the Facilities in accordance with applicable Environmental Laws, nor has Caza Group at 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 time;
(div) no hazardous substances or toxic wastes there have been handledno releases, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported deposits or deposited over, beneath, in or on any Facility or any portion thereof, from any source whatsoever, or are now located at any Facilitydischarges, in violation of applicable Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within the Caza Group's ownership, possession or control, into the earth, air or into any body of water or any municipal or other sewer or drain water systems;
(v) no orders, directions, demands or notices have been threatened or have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Caza Group;
(includingvi) each member of the Caza Group, without limitationas of the date hereof, asbestosholds all licenses, radonpermits, oil or other petroleum productsconsents, PCBs approvals, agreements, certificates and urea formaldehyde). Prior to Closingregulatory approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets and all such licenses, Magellan agrees to notify permits, consents, approvals, agreements, certificates and regulatory approvals are in full force and effect and no member of the Purchaser promptly Caza Group has notice of any fact of which circumstances that may lead to the Seller acquires actual knowledge which would cause this representation to become false and revocation, cancellation or curtailment of any written notice that of the Seller receives regarding same; and
(vii) full and accurate particulars of or, in the matters set forth case of a document, a copy of all environmental or health and safety assessments, audits, reviews or investigations, whether in this subsection draft or final form, which concern in whole or in part (t)directly or indirectly) the current or previous operations of any member of the Caza Group and which are in the possession or control of any member of the Caza Group as of the date hereof have been disclosed in writing to the Investor.
Appears in 2 contracts
Sources: Investment Agreement, Investment Agreement
Environmental. As used hereinAll real properties leased currently or at any time in the past by Seller (the "Real Property"), the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986are identified by address on Schedule 4.11. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 set forth on the Facilities or the business of the Seller operated thereon, to the Seller's knowledge Schedule 4.11:
(a) neither the Facilities nor Real Property has been maintained and operated by Seller in compliance with all applicable Environmental Laws;
(b) all notices, permits, licenses or similar authorizations, if any, required to be obtained or filed by Seller under any Environmental Law in connection with the Real Property have been obtained or filed;
(c) there are no past, pending or, to Seller's operation thereof is in Knowledge, threatened investigations, proceedings, notice of violation or other claims against Seller with respect to any Real Property relating to the presence, release, threatened release or remediation of any Hazardous Material or pollutant for non-compliance with any Environmental Law or the environmental condition of any such property; Seller is not, and, to Seller's Knowledge, no prior owner or operator of any Real Property is, the subject of any liabilities under Environmental Laws; and there are no liens, deed restrictions, notice or registration requirements or other limitations applicable to the Real Property based upon any pending Environmental Laws;
(d) during any period in which Seller leased or threatened litigation otherwise controlled the Real Property, no conditions or inquiry by circumstances at any governmental authority time in, at, on, under, a part of, involving or otherwise related to the Real Property exist or have existed, including without limitation the off-site disposal of Hazardous Materials, that could currently or in the future give rise to any remedial action against Seller or obligations under Purchaser under, or impose any liability on Seller or Purchaser with respect to, any Environmental Law; (b) there are 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 storagein, treatment or disposal of hazardous or toxic wastes or materialsat, chemical wasteson, or other toxic substancesunder the Real Property; and there are no PCBs, 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 or toxic 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 limitationlead paint, asbestos, radonand materials, oil articles and products containing PCBs, lead paint or asbestos located in, at, on or under the Real Property;
(e) Seller has not received any notice or claim that Seller is or may be liable to any Person as a result of any Hazardous Material generated, treated or stored in connection with the ownership, use or operation of the Real Property; and
(f) no conditions or circumstances exist or have existed, and no activities are occurring or have occurred, that are resulting or have resulted in the exposure of any person or property to a Hazardous Material such that Seller or Purchaser may in the future be liable to such person or to the owners of such property for personal 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)injuries or damages resulting from such exposure.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in on Exhibit 6.24, Scarab has never owned or operated any of the environmental reports comprising a part of the 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 real property except for leased office space:
(a) neither To the Facilities nor Best Knowledge of Scarab, no real property (or the Seller's operation thereof is in violation subsurface soil and the ground water thereunder) now or previously leased by Scarab (the "Leased Premises") either contains any Hazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks;
(b) To the Best Knowledge of Scarab, there has been no generation, transportation, storage, treatment or disposal of any Environmental Law Hazardous Substance on or beneath the Leased Premises, now or in the past;
(c) Scarab is subject to not aware of any pending or threatened litigation or inquiry by proceedings before any governmental authority court or administrative agency in which any person alleges, or threatens to any remedial action allege, the presence, release, threat of release, placement on or obligations under any Environmental Law; (b) no underground storage tanks have been in the Leased Premises, 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 generation, transportation, storage, treatment or disposal at the Leased Premises, of 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 Hazardous Substance;
(d) Scarab has not received any written notice and has no hazardous substances knowledge that any Governmental Authority or toxic wastes any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance;
(e) To the Best Knowledge of Scarab, there have been handledno communications or agreements with any Governmental Authority or agency (federal, packagedstate, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on any Facility local) or any portion thereof, from any source whatsoever, private person or are now located at any Facility, in violation of applicable Environmental Laws entity (including, without limitation, asbestosany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, radonrelease, oil threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. Scarab further agrees and covenants that Scarab will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and
(f) There is no litigation, proceeding, citizen's suit or governmental or other petroleum productsinvestigation pending, PCBs or, to Scarab's Best Knowledge, threatened, against Scarab, and urea formaldehyde). Prior Scarab knows of no facts or circumstances which might give rise to Closingany future litigation, Magellan agrees proceeding, citizen's suit or governmental or other investigation, which relate to notify the Purchaser promptly of any fact of which the Seller acquires actual knowledge which would cause this representation to become false Scarab's compliance with environmental laws, regulations, rules, guidelines and of any written notice that the Seller receives regarding the matters set forth in this subsection (t)ordinances.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed All facilities and operations of Puno Gold and Minera Puno have been conducted, and are now, in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or compliance with all Environmental Laws;
(ii) would not have a material adverse effect on Puno Gold and Minera Puno is in the Facilities process of applying for all environmental permits that are required to own, lease and operate the Puno Gold Properties and the Puno Gold Mineral Rights at its current stage of development and to conduct their respective business as they are now being conducted;
(iii) 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 the Seller operated thereonPuno Gold and Minera Puno and, to the Seller's knowledge (a) neither of Puno Gold, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the Facilities nor the Seller's operation thereof is in violation future as a result of any Environmental Law or activity in respect of such property, interests, rights, operations and business;
(iv) Neither Puno Gold nor Minera Puno is subject to any pending proceeding, application, order or threatened litigation directive which relates to environmental, health or inquiry safety matters, and which may require any material work, repairs, construction or expenditures;
(v) To the knowledge of Puno Gold, there are no changes in the status, terms or conditions of any environmental permits held by Puno Gold or Minera Puno or any governmental authority renewal, modification, revocation, reassurance, alteration, transfer or to amendment of any remedial action such environmental approvals, consents, waivers, permits, orders and exemptions, or obligations under any Environmental Law; (b) no underground storage tanks have been review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are now located at any Facility; (c) none required in connection with the execution or delivery of this Agreement, the consummation of the Facilities is now transactions contemplated herein or ever has been used for industrial purposes or for the storage, treatment or disposal of 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 continuation of the business of Puno Gold or Minera Puno following the Facilities Effective Date;
(vi) Puno Gold and Minera Puno have made available to Miramont all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and
(vii) To the knowledge of Puno Gold, Puno Gold and Minera Puno are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in accordance with liability under any Environmental Laws, including any regulations respecting the use, storage, handling, release, disposal, remediation, treatment or transportation of any substance (including pollutants, contaminant, waste of any nature, hazardous material, toxic substance, dangerous substance or dangerous good as defined in any 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 or toxic 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 1 contract
Sources: Share Exchange Agreement
Environmental. As used hereinExcept as set forth in the environmental reports provided to Landlord in connection with Landlord’s acquisition of the Premises, and except as would not be reasonably expected to result in a Material Adverse Effect with respect to the term "ENVIRONMENTAL LAW" means use or operation of the Premises, to Tenant’s knowledge:
(i) Tenant complies with all Environmental Laws and holds, maintains and complies with permits, licenses or similar authorizations required to construct, occupy, operate or use the Premises under Environmental Laws;
(ii) Tenant has not received any lawwritten notice from any Governmental Authority alleging or finding a violation of Environmental Law at the Premises that has not been complied with prior to the date hereof;
(iii) Except in Permitted Amounts, statute, ordinance, rule, regulation, order (x) there has been no and there is no Release or material determination threatened Release of any governmental authority Hazardous Materials at the Premises and (y) Tenant has not and does not use, handle, manufacture, generate, produce, store or agency affecting process Hazardous Material at the Premises;
(iv) Tenant has not received any of the Facilities and pertaining to health written claim, demand, lawsuit or the environment, including, other communication from any person or entity (including but not limited toto a Governmental Authority) alleging any liability of Tenant for any Release of Hazardous Materials at the Premises that has not been settled or otherwise resolved prior to the date hereof;
(v) Tenant has provided or otherwise made available to Landlord all environmental audits, reports, and assessments concerning the Comprehensive Premises that are in the possession, custody or control of Tenant and that were prepared within the past sixty (60) days and relating to the Premises;
(vi) The Premises is currently free and clear of all liens and other encumbrances imposed pursuant to any Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Laws; and
(vii) Except as (i) specifically disclosed in to Landlord, Tenant has made no undertaking, contract or commitment to any Person other than Landlord that would render Tenant responsible for any Release, threat of the environmental reports comprising a part of the Seller's Deliveries Release, Corrective Action 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 Laws affecting or is subject relating 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 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 or toxic 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)Premises.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Gramercy Property Trust Inc.)
Environmental. As used hereinExcept as set forth in Schedule 4.22:
(a) The Company is in compliance in all material respects with, and for the term "ENVIRONMENTAL LAW" means any lawpast ten (10) years has been in compliance in all material respects with all applicable Environmental Legal Requirements. No change in facts or circumstances reported or assumed in the applications for or the granting of the Environmental Permits exists. There are no proceedings pending or, statuteto the Company’s Knowledge, ordinance, rule, regulation, order or material determination threatened which would jeopardize the validity of any governmental authority or agency affecting any of the Facilities Environmental Permits.
(b) There are no Environmental Claims pending or, to the Company’s Knowledge, threatened against the Company, the Real Property or any Person whose liability for Environmental Claims, the Company may have assumed contractually or by operation of law and, there are no circumstances that can reasonably be expected to form the basis of any such Environmental Claim.
(c) (i) None of the Company or any of its respective predecessors or, to the Company’s Knowledge, Affiliates, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any Hazardous Materials, or owned or operated such Real Property in such manner as have given or would give rise to any liabilities (contingent or otherwise) or investigative, corrective or remedial obligations, pursuant to CERCLA or any other Environmental Legal Requirements; (ii) there are no underground or above ground storage tanks or any septic tanks, pits, sumps or lagoons at the Real Property; (iii) there is no asbestos or asbestos-containing material located at or on the Real Property; (iv) there is not constructed, placed, deposited, Released, stored, disposed, leaching nor located on the Real Property any polychlorinated biphenyls; and pertaining (v) no Environmental Lien or land use limitation has attached to health the Real Property or any other property now or formerly operated or used in connection with the Business or the environmentCompany’s assets or otherwise by the Company or its predecessors or, includingto the Company’s Knowledge, but Affiliates.
(d) There is no Environmental Condition at, under, in the vicinity of or emanating from, the Real Property, or during the period of the Company’s ownership, lease, use or occupancy thereof, at, under, in the vicinity of or emanating from any property formerly owned, leased, used or occupied by the Company.
(e) The Company has not limited toentered into any consent order, consent decree, settlement agreement or other similar agreement with any Governmental Authority that imposes ongoing or outstanding obligations under Environmental Legal Requirements on the Company, other than the Environmental Permits.
(f) The Company has not assumed by contract any liability, including without limitation any obligation for corrective or Remedial Action, of any other Person relating to Environmental Legal Requirements.
(g) Neither the Real Property nor any other property operated or used in connection with the Company’s Business and/or assets or otherwise by the Company, is listed or proposed for listing on the National Priorities List pursuant to CERCLA, or listed on the Comprehensive Environmental ResponseResponse Compensation Liability Information System List, Compensation or any similar state list of sites, and Liability Act no condition at such properties exists that, if known to a Governmental Authority, would qualify such property for inclusion on any such list.
(h) The Company has provided Parent with copies of 1982 any environmental permits, environmental assessments, remedial investigation reports, remedial action reports, audit reports or other similar studies or analyses relating to the Business, the Real Property and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 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 or toxic 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)Company.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 Group, its ownership, occupation and use of any Real Property are, and have for the Facilities nor past three (3) years been, in compliance in all material respects with all applicable Environmental Laws;
(b) There has been no material release or disposal of any Hazardous Substance by, at the Seller's operation thereof is in violation direction of, for or on behalf of any member of the Group from, at, on or under any Real Property;
(c) No member of the Group has received any written notice of claim, summons, order, direction or other communication relating to material non-compliance with any Environmental Laws or Permit issued pursuant to Environmental Laws from any Governmental Authority or other third Person;
(d) No member of the Group has received written notice of a pending investigation by a Governmental Authority with respect to any potential material non-compliance with any Environmental Law or Permit issued pursuant to Environmental Laws;
(e) No member of the Group and no Owned Real Property or Leased Real Property has any agreement with or is subject to any pending or threatened litigation or inquiry Order by any governmental authority or a Governmental Authority with respect to any remedial action Hazardous Substance cleanup or obligations under any violation of Environmental Law; Laws;
(bf) no underground storage tanks have been or are now located at any Facility; (c) none Each member of the Facilities Group is now or ever in possession of all Permits required pursuant to Environmental Laws necessary to carry on such Person’s business as it is currently being conducted in all material respects, each such Permit is valid and in full force and effect, no member of the Group has been used for industrial purposes or for the storage, treatment or disposal received written notice of hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for the storage and disposal of such wastes and materials any material adverse change in the ordinary course status or terms and conditions of any such Permit and no member of the business Group is in violation in any material respect of any such Permit;
(g) No member of the Facilities in accordance with applicable Environmental Laws, nor Group 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 or toxic 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 received any written notice alleging that it has a material liability pursuant to Environmental Laws in connection with any location where its wastes have come to be disposed;
(h) To the Knowledge of the Seller, the Seller receives regarding has provided or made available to the matters Purchaser correct and complete copies of all material environmental reports and studies received by any member of the Group since December 20, 2007 with respect to the business or assets of the Group or any Real Property currently or formerly in the possession or control of any member of the Group related to compliance with Environmental Laws or the release of Hazardous Materials.
(i) The representations and warranties set forth in this subsection (t)Section 4.18 are the sole representations and warranties being made by the Company with respect to Environmental Laws, Hazardous Substances, or other environmental matters.
Appears in 1 contract
Sources: Share Purchase Agreement (Alcoa Inc)
Environmental. As used hereinLandlord hereby warrants and represents to the best of its knowledge that, except as set forth below, the term "ENVIRONMENTAL LAW" means any lawPremises does not contain asbestos, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the PurchaserPCB transformers, or as otherwise disclosed by Magellan to the Purchaser in writingother hazardous, toxic or contaminated materials or substances, 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 fuel storage tanks have been or are now located at any Facility; (c) none of the Facilities other material or substance which is now defined or ever has been used for industrial purposes or for the storage, treatment or disposal of classified as 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 under federal, state or county agency or governmental official local law (the aforementioned all of which collectively shall hereinafter be referred to as containing any oil“Hazardous Materials”). Landlord hereby covenants and agrees to indemnify and hold harmless Tenant and its directors, hazardous or toxic wastes or materialsofficers, chemical wastesemployees, or other toxic substancessuccessors, legal representatives and (d) no hazardous substances or toxic wastes have been handledassigns from and against all claims, packageddamages, generatedliabilities, manufacturedlosses, releasedjudgments, 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 settlements and costs (including, without limitation, asbestosreasonable attorney’s fees and disbursements) in connection with Hazardous Materials arising out of, radonresulting from or in any way connected with or alleged or claimed to arise out of, oil result from or other petroleum productsbe in any way connected with (a) the use or occupancy of the Premises by the Landlord or any previous owner/occupant/user of the Premises, PCBs or any portion thereof, prior to Tenant’s occupancy of the Premises; (b) the use or occupancy of the Premises by any subsequent owner/occupant/user of the Premises, or any portion thereof, after Tenant’s occupancy of the Premises terminates; (c) violations by any prior or subsequent owner/occupant/user of the Premises of local, state and/or federal laws and urea formaldehyde)regulations, including all applicable environmental laws and regulations as well as any liabilities, resulting from the practices of the prior or subsequent owner/occupant/user whether or not such practices were or could be deemed a violation of such laws and regulations; and (d) contamination of the Premises by Landlord or by its agents or employees during the Term hereof. Prior to Closing, Magellan Landlord’s obligations under Section 23 of this Lease shall survive the expiration or earlier termination of this Lease. Landlord has had a standard Phase I environmental audit (“First Audit”) performed on the Premises. Tenant has approved the nature and extent of the First Audit. Tenant has accepted the nature and extent of the testing done by the consultant and any testing requested by Tenant over and above a standard Phase I audit shall be paid for by Tenant. Tenant hereby covenants and agrees to notify indemnify and hold harmless Landlord and its directors, officers, employees, successors, legal representatives and assigns from and against all claims, damages, liabilities, losses, judgments, settlements and costs (including, without limitation, reasonable attorney’s fees and disbursements) in connection with Hazardous Materials arising out of, resulting from or in any way connected with or alleged or claimed to arise out of, result from or be in any way connected with (a) the Purchaser promptly use or occupancy of the Premises by the Tenant or any occupant/user of the Premises, or any portion thereof, during the Term of this Lease; and (b) violations by Tenant or any occupant/user of the Premises during the Term of this Lease of local, state and/or federal laws and regulations, including all applicable environmental laws and regulations as well as any liabilities resulting from the practices of Tenant or any occupant/user of the Premises during the Term of this Lease whether or not such practices were or could be deemed a violation of such laws and regulations. The indemnification provided by Tenant in the preceding sentence shall not be applicable if it can be demonstrated that the Hazardous Materials found on the Premises were present on the Premises prior to the Commencement Date, nor shall it be applicable in the event that the source of any fact contamination is from adjacent properties or otherwise as a result of which the Seller acquires actual knowledge which would cause this representation to become false actions of the Landlord, its agent or employees. Landlord understands that Tenant is relying solely on the Landlord’s warranties and representations made hereunder and the results of the First Audit, regarding the existence of any written notice Hazardous Materials on or about the Premises. Tenant, at any time and from time to time during the Term of the Lease, shall have the right to conduct inspections, tests, surveys and other studies for the purpose of identifying the existence in, on or about the Premises of Hazardous Materials. It is understood, however, that Tenant shall have no obligation to make such inspection, tests, surveys and studies and the Seller receives regarding fact that Tenant does not make them shall in no way reduce the Tenant’s rights nor the Landlord’s obligations under this Lease. All exceptions to the foregoing representations and warranties are listed below: None, except any matters set forth in this subsection (t)revealed by the First Audit.
Appears in 1 contract
Environmental. As used hereinExcept as disclosed on Schedule 4.10 or otherwise affirmatively disclosed by Seller to Purchaser, (i) to Seller's knowledge, Seller is and at all times has been in compliance in all material respects with applicable Environmental Laws in connection with the term "ENVIRONMENTAL LAW" means conduct of Seller's business at the Tucson Facility, and Seller has not received any lawunresolved oral or written communication from a governmental or regulatory body or other Person that alleges that Seller is not in compliance with any Environmental Laws in connection with the conduct of its business at the Tucson Facility; (ii) to Seller's knowledge, statuteSeller holds, ordinanceand is in material compliance with all permits and governmental authorizations required for Seller to conduct its business at the Tucson Facility in compliance with Environmental Law; (iii) to Seller's knowledge, rule, regulation, order or material determination of Seller has not received any governmental authority or agency affecting communications alleging that Seller is liable to any of the Facilities and pertaining to health or the environment, party (including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except a governmental or regulatory body) as (i) disclosed in any a result of the environmental reports comprising release, spill, disposal or discharge of a part Hazardous Substance into the environment at, on or under the Tucson Facility or at a facility or location at which Seller has sent, transported, disposed or arranged for the disposal of Hazardous Substances from the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or Tucson Facility; (iiiv) would not have a material adverse effect on the Facilities or the business of the Seller operated thereon, to the Seller's knowledge, there have been no release, spill or discharge of Hazardous Substances into the environment at, on or under the Tucson Facility; (v) there are no pending or, to the knowledge (a) neither the Facilities nor the of Seller, threatened notices of deficiency, notices of violation, information requests, orders, or judicial or administrative actions involving alleged violations by Seller, or Seller's operation thereof is in violation employees, agents, contractors or invitees 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 the Tucson Facility; and (cvi) none of the Facilities is now or ever to Seller' knowledge, Seller has been used for industrial purposes or for the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastesprovided, or other toxic substancesmade available, except for to Purchaser with complete and accurate copies of all reports, studies, surveys, and similar material documents commissioned by Seller or in Seller's possession with respect to non-compliance with Environmental Laws at 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 wastesTucson Facility, or other toxic substancesthe release, and (d) no hazardous substances spilling, disposal or toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed discharge 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 Hazardous Substances into the environment at any the Tucson 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 within 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)last three years.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in on Exhibit 9.24, Vairex has never owned or operated any of the environmental reports comprising a part of the 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 real property except for leased office space:
(a) neither To the Facilities nor Best Knowledge of Vairex, no real property (or the Seller's operation thereof is in violation subsurface soil and the ground water thereunder) now or previously leased by Vairex (the "Leased Premises") either contains any Hazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks;
(b) To the Best Knowledge of Vairex, there has been no generation, transportation, storage, treatment or disposal of any Environmental Law Hazardous Substance on or beneath the Leased Premises, now or in the past;
(c) Vairex is subject to not aware of any pending or threatened litigation or inquiry by proceedings before any governmental authority court or administrative agency in which any person alleges, or threatens to any remedial action allege, the presence, release, threat of release, placement on or obligations under any Environmental Law; (b) no underground storage tanks have been in the Leased Premises, 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 generation, transportation, storage, treatment or disposal at the Leased Premises, of 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 Hazardous Substance;
(d) Vairex has not received any written notice and has no hazardous substances knowledge that any Governmental Authority or toxic wastes any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance;
(e) To the Best Knowledge of Vairex, there have been handledno communications or agreements with any Governmental Authority or agency (federal, packagedstate, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on any Facility local) or any portion thereof, from any source whatsoever, private person or are now located at any Facility, in violation of applicable Environmental Laws entity (including, without limitation, asbestosany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, radonrelease, oil threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. Vairex further agrees and covenants that Vairex will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and
(f) There is no litigation, proceeding, citizen's suit or governmental or other petroleum productsinvestigation pending, PCBs or, to Vairex's Best Knowledge, threatened, against Vairex, and urea formaldehyde). Prior Vairex knows of no facts or circumstances which might give rise to Closingany future litigation, Magellan agrees proceeding, citizen's suit or governmental or other investigation, which relate to notify the Purchaser promptly of any fact of which the Seller acquires actual knowledge which would cause this representation to become false Vairex's compliance with environmental laws, regulations, rules, guidelines and of any written notice that the Seller receives regarding the matters set forth in this subsection (t)ordinances.
Appears in 1 contract
Sources: Merger Agreement (Guardian Technologies International Inc)
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any (a) Tenant acknowledges that Landlord has made available at Landlord's office certain environmental reports and surveys of the Facilities Building, including asbestos surveys and pertaining asbestos remediation certifications and current activities. A list of the environmental reports and surveys are listed in Exhibit J - Environmental, which is made a part of this Lease. The purpose of providing the reports and surveys listed in Exhibit J is to health indicate the presence or absence of asbestos. Landlord makes no representations or warranties whatsoever to Tenant regarding: The materials listed in Exhibit J and made available to Tenant for its review (Landlord has informed Tenant that the environmentmaterials listed in Exhibit J are not a comprehensive hazardous substance survey of the Building for all forms of hazardous or toxic materials, including, but not limited to, asbestos containing hazardous materials, and can not be relied upon as a representation that there are no hazardous or toxic materials at the Comprehensive Environmental ResponseBuilding, Compensation whether addressed therein or not). Tenant: (x) shall not rely on and Liability Act Tenant hereby represents to Landlord that it has not relied on the materials listed in Exhibit J with respect to the leasing of 1982 the Leased Premises, the same having been provided for Tenant shall furnish Landlord with a complete and legible copy of any study, report, test, survey or investigation performed by or on behalf of Tenant at any time involving the Resource Conservation Leased Premises and Recovery Act of 1986. Except as (i) disclosed in shall fully restore all improvements where samples were taken or work performed and repair all damage resulting from any of the environmental reports comprising a part same and shall indemnify and hold Landlord harmless from any and all claims, actions, liabilities, damages, losses, injuries or deaths in connection with or arising out of or from any inspection, sampling or similar or dissimilar activity conducted by Tenant, Tenant's agents or contractors at the Seller's Deliveries Leased Premises for hazardous or toxic materials, whether under this section or otherwise obtained by the Purchaser, under 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; connection with this Lease.
(b) no underground storage tanks Landlord and its agents shall have been or are now located the right to periodically inspect, take samples for testing and otherwise investigate the Leased Premises, at any Facility; (c) none of the Facilities is now or ever has been used for industrial purposes or times reasonably acceptable to Tenant, for the storage, treatment or disposal presence of hazardous or toxic wastes materials. Landlord's inspections, sampling or testing will not unreasonably interfere with Tenant's use of the Leased Premises and Landlord shall fully restore all improvements where samples were taken or work performed and repair all damage resulting from any of the same and shall indemnify and hold Tenant harmless from any and all claims, actions, liabilities, damages, losses, injuries or deaths in connection with or arising out of or from any inspection, sampling or similar or dissimilar activity conducted by Landlord, Landlord's agents or contractors at the Leased Premises for hazardous or toxic materials, chemical wasteswhether under this section or otherwise under or in connection with this Lease.
(c) Tenant shall not knowingly incorporate into or use, or otherwise place or dispose of at the Leased Premises or within The Texaco Building Complex any hazardous materials in concentrations or levels sufficient so that by the then applicable EPA, OSHA or other applicable standards the specific materials would be classified or identified as toxic substances, or hazardous materials except for the limited purposes of use and storage only where (i) such materials are in small quantities, properly labeled and disposal contained, (ii) such materials are handled and disposed of in accordance with the highest accepted industry standard for safety, storage, use and disposal, (iii) such wastes and materials are used for use in the ordinary course of business (i.e., as with office cleaning supplies), (iv) Tenant complies with Landlord's Hazard Communication Program (a copy of which is available at the Landlord's office).
(d) If Tenant or its employees, agents or contractors shall ever violate the provisions of Paragraph a or c above (that apply to Tenant regarding toxic or hazardous materials), or if Tenant's acts, negligence, breach of this provision or business operations directly and materially expand the scope of or materially worsen any contamination from toxic or hazardous materials installed or introduced by Tenant, then Tenant shall clean up, remove and dispose of the Facilities material causing the violation, in accordance compliance with all applicable Environmental Lawsgovernmental standards, nor has laws, rules and regulations and repair any Facility ever been listed damage to the Leased Premises or any part of the Building or The Texaco Building Complex within such period as may be reasonable under the circumstances after written notice by Landlord, provided that such work shall commence not later than fifteen (15) days from such notice and be diligently and continuously carried to completion by Tenant or Tenant's designated contractors. Tenant shall notify Landlord of its method, time and procedure for any clean-up or removal of toxic or hazardous materials under this provision; and Landlord shall have the right to require reasonable changes in such method, time or procedure or to require the same to be done after normal business hours or when the Building or The Texaco Building Complex is otherwise closed (i.e., weekends and holidays).
(e) Landlord represents and warrants that the Leased Premises, the Building and The Texaco Building Complex are in substantial compliance with all 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 or toxic 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 local laws relating thereto (including, without limitation, asbestosall laws relating to health or the environment) sufficient to afford Tenant's quiet and save enjoyment of the Leased Premises. If Landlord or its employees, radon, oil agents or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify contractors shall ever violate 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 representations contained in this subsection Paragraph (te), or if Landlord's acts, negligence or business operations directly or materially expand the scope of or materially worsen any contamination from toxic or hazardous materials, then Landlord shall clean up, remove and dispose of the material causing the violation, in compliance with all applicable governmental standards, laws, rules and regulations and repair any damage to the Leased Premises or any part of the Building or The Texaco Building Complex within such period as may be Landlord shall notify Tenant of its method, time and procedure for any clean-up or removal of toxic or hazardous materials in the Leased Premises, and Tenant shall have the right to request reasonable changes in such method, time or procedure and to require the same to be done after normal business hours or when the Tenant is closed for business (i.e., weekends and holidays) if such creates a disruption to Tenant's operations or constitutes a potential risk to public health or safety.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in on Exhibit 9.20, MedClean has never owned or operated any of the environmental reports comprising a part of the 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 real property except for leased office space:
(a) neither To the Facilities nor Best Knowledge of MedClean, no real property (or the Seller's operation thereof is in violation subsurface soil and the ground water thereunder) now or previously leased by MedClean (the "Leased Premises") either contains any Hazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks;
(b) To the Best Knowledge of MedClean, there has been no generation, transportation, storage, treatment or disposal of any Environmental Law Hazardous Substance on or beneath the Leased Premises, now or in the past;
(c) MedClean is subject to not aware of any pending or threatened litigation or inquiry by proceedings before any governmental authority court or administrative agency in which any person alleges, or threatens to any remedial action allege, the presence, release, threat of release, placement on or obligations under any Environmental Law; (b) no underground storage tanks have been in the Leased Premises, 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 generation, transportation, storage, treatment or disposal at the Leased Premises, of 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 Hazardous Substance;
(d) MedClean has not received any written notice and has no hazardous substances actual knowledge that any Governmental Authority or toxic wastes any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance;
(e) To the Best Knowledge of MedClean, there have been handledno communications or agreements with any Governmental Authority or agency (federal, packagedstate, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on any Facility local) or any portion thereof, from any source whatsoever, private person or are now located at any Facility, in violation of applicable Environmental Laws entity (including, without limitation, asbestosany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, radonrelease, oil threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. MedClean further agrees and covenants that MedClean will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and
(f) There is no litigation, proceeding, citizen's suit or governmental or other petroleum investigation pending, or, to MedClean's Best Knowledge, threatened, against MedClean, and MedClean knows of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to MedClean's compliance with environmental laws, regulations, rules, guidelines and ordinances. For purposes of this Section 9.20, "Hazardous Substance" shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R. Part 355 and any toxic chemical listed at 40 C.F.R. Part 372), (iii) hazardous wastes and hazardous substances as specified under any Texas state or local Governmental Requirement governing water pollution, groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or hazardous substances, transportation of hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the beneficial use of, the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. For purposes of this Section 9.20, "Hazardous Substance" shall not mean and shall not include the following, to the extent used normally and required for everyday uses or normal housekeeping or maintenance: (A) fuel oil and natural gas for heating, (B) lubricating, cleaning, coolant and other compounds customarily used in building maintenance, (C) materials routinely used in the day-to-day operations of an office, such as copier toner, (D) consumer products, PCBs (E) material reasonably necessary and urea formaldehyde). Prior to Closingcustomarily used in construction and repair of an office project, 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)F) fertilizers, pesticides and herbicides commonly used for routine office landscaping.
Appears in 1 contract
Sources: Merger Agreement (Biomedical Technology Solutions Holdings Inc)
Environmental. As used hereinThe only representations and warranties given in respect to Environmental Laws, Environmental Permits, or Environmental Claims are those contained in this Section 5.10, and none of the term "ENVIRONMENTAL LAW" means any lawother representations and warranties contained in this Agreement will be deemed to constitute, statutedirectly or indirectly, ordinancea representation and warranty with respect to Environmental Laws, ruleEnvironmental Permits, regulationor Environmental Claims, order or material determination matters incident to or arising out of any governmental authority or agency affecting in connection with any of the Facilities foregoing. All such matters are governed exclusively by this Section 5.10 and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. by Article IX.
(a) Except as set forth on Schedule 5.10(a)-1, (i) disclosed to Seller's Knowledge, 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 conducted, (ii) to Seller's Knowledge, with respect to the Purchased Assets and the Business, Seller is in compliance, in all material respects, with the requirements of such Environmental Permits and Environmental Laws, and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to suspend, revoke, or withdraw any such Environmental Permits. <PAGE> 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 set forth on Schedule 5.10(b), neither Seller nor any Affiliate of Seller has received within the last three 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.
(c) Except as set forth on Schedule 5.10(c), (i) to Seller's Knowledge, there is and has 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 the Purchased Assets or the Business, which are pending or, to Seller's Knowledge, threatened against Seller.
(d) Seller has made available to Buyer, prior to the date hereof, all material correspondence, studies, audits, reviews, investigations, analyses, and reports on environmental matters relating to the Purchased Assets, the Assumed Environmental Liabilities, or the Business (including estimates of costs developed in accordance with the "Statement of Position 96-1: Environmental Remediation Liabilities," prepared by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (October 10, 1996)) that were conducted by, or on behalf of, or which are in the possession or reasonable control of Seller.
(e) Except as set forth on Schedule 5.10(e), Seller has not entered into any settlements with any of its insurance carriers in connection with the clean-up of any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan manufactured gas plant sites related to the Purchaser in writing, Purchased Assets 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 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 or toxic 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)Assumed Obligations.
Appears in 1 contract
Environmental. As used herein, Matters None of the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order current or material determination past operations of any governmental authority the Business or agency affecting any of the Facilities and pertaining Assets are being or have been conducted or used in such a manner as to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising constitute a part of the 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 (defined below); neither the Seller nor any of the Shareholders has received any notice (whether formal or is subject to informal, written or oral) from any entity, governmental agency or individual regarding any existing, pending or threatened litigation investigation or inquiry by related to violations of any governmental authority Environmental Law or to regarding any claims for remedial action obligations or obligations contribution for removal costs or damages under any Environmental Law; there are no writs, injunction decrees, orders or judgments outstanding, or lawsuits, claims, proceedings or investigations pending or, to the knowledge of the Seller or any of the Shareholders, threatened relating to the ownership, use, maintenance or operation of the Assets or the conduct of the Business, nor, to the knowledge of the Seller or any of the Shareholders, is there any basis for any of the foregoing; Buyer is not required to obtain any permits, licenses or similar authorizations pursuant to any Environmental Law in effect as of the date hereof to operate and use any of the Assets for their current or proposed purposes and uses; to the knowledge of the Seller or any of the Shareholders, the Assets include all environmental and pollution control equipment necessary for compliance with applicable Environmental Law; no Hazardous Materials (bdefined below) no underground storage tanks have been or are now located at any Facility; (c) none currently being used by the Seller in the operation of the Facilities is now Assets, except as set forth on Schedule 2.1.10 hereto; no Hazardous Materials are or have ever has been used for industrial purposes situated on or for under any of the storageSeller's properties, treatment whether owned or disposal of hazardous or toxic wastes or materials, chemical wastesleased, or other toxic substances, except for the storage and disposal of such wastes and materials in the ordinary course incorporated into any of the business Assets; there are no, and there have never been any, underground storage tanks (as defined under Environmental Law) located under any of the Facilities in accordance with applicable Environmental LawsSeller's properties, nor has whether owned or leased; and there are no environmental conditions or circumstances, including the presence or release of any Facility ever been listed Hazardous Materials, on any property presently or previously owned or leased by any federalthe Seller, 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 or toxic 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 property on which Hazardous Materials generated by the Seller's operations or the use of the Assets were disposed of, which would result in an adverse change in the Assets, Business or business prospects of the Seller. The term Environmental Law means any portion thereofand all laws, from any source whatsoeverrules, or are now located at any Facilityorders, in violation of applicable Environmental Laws regulations, statutes, ordinances, codes, decrees, and other legally enforceable requirements (including, without limitation, common law) of the United states, or any state, regional, city, local, municipal or other governmental authority or quasi-governmental authority, regulating, relating to, or imposing environmental standards of conduct concerning protection of the environment or human health, or employee health and safety as from time to time has been or is now in effect. The term Hazardous Materials means (x) asbestos, radonpolychlorinated biphenyls, oil or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify the Purchaser promptly of lead based paint, radon gas, petroleum, oil, solid waste, pollutants and contaminants, and (y) any fact of which the Seller acquires actual knowledge which would cause this representation to become false and of chemicals, materials, wastes or substances that are defined, regulated, determined or identified as toxic or hazardous in any written notice that the Seller receives regarding the matters set forth in this subsection (t)Environmental Law.
Appears in 1 contract
Environmental. As used herein(a) There has not been, as of the date hereof, any "release" (as defined in 42 U.S.C. (S)9601(22)) or threat of a "release" of any "hazardous substances" (as defined in 42 U.S.C. (S)9601(14)) or oil or other petroleum related products on or about any of the Real Property.
(b) SELLER has no contract, agreement or otherwise arranged for disposal or treatment, or arranged with a transporter for transport for disposal or treatment, of hazardous substances at any "facility" (as defined in 42 U.S.C. (S) 9601(9)) owned or operated by another Person, except for a contract with Crystal Lake Leasing for the disposal of vehicle oil.
(c) SELLER has not accepted any hazardous substances for transport to disposal or treatment facilities or sites selected by SELLER.
(d) To the Knowledge of SELLER and the Shareholders, the term "ENVIRONMENTAL LAW" means any lawReal Property and the use thereof is in compliance with and SELLER is in compliance with all applicable laws, statutestatutes, ordinanceordinances, rule, regulation, order or material determination rules and regulations of any governmental or quasi-governmental authority (federal, state or agency affecting local) relating to environmental protection, underground storage tanks, toxic waste, hazardous waste, oil or hazardous substance handling, treatment, storage, disposal or transportation, or arranging therefor, respecting any of products or materials previously or now located, delivered to or in transit to or from the Facilities Real Property, including without limitation the Resource Conservation and pertaining to health or the environment, including, but not limited toRecovery Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 Act, and the Resource Conservation Superfund Amendments and Recovery Reauthorization Act of 1986. Except as .
(ie) disclosed Schedule 6.21 attached hereto is a true, correct and complete list ------------- of all hazardous substances and hazardous wastes used or generated by SELLER in any the conduct of the environmental reports comprising Business since January 1, 1970, and a part list of the Seller's Deliveries or otherwise obtained methods used by the PurchaserSELLER and any predecessor (including a list of past and present disposal and reclamation sites) to dispose thereof.
(f) The past disposal practices relating to hazardous substances and hazardous wastes of SELLER (and its predecessors, or as otherwise disclosed by Magellan to the Purchaser in writing, or (iiif any) 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 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 accomplished in accordance with all applicable Environmental Lawslaws, rules, regulations and ordinances.
(g) SELLER has not been notified of nor is there any basis for any potential liability of SELLER with respect to the clean-up of any waste disposal site or facility. SELLER has no information to the effect that any Facility ever site at which SELLER has disposed of hazardous substances or oil has been listed or is under investigation by any federallocal, state or county agency federal governmental body, authority or governmental official as containing agency.
(h) SELLER has not received any oil, hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, and (d) no notification of releases of hazardous substances or toxic 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, oil from any source whatsoever, governmental 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)quasi-governmental agency.
Appears in 1 contract
Environmental. As (a) Each Vendor has conducted the Purchased Business in material compliance with all Environmental Laws.
(b) No Vendor has used hereinor permitted to be used, except in material compliance with all Environmental Laws, the term "ENVIRONMENTAL LAW" means Transferred Leased Properties or the Premises to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any Hazardous Substance.
(c) To the knowledge of the Facilities and pertaining to health Vendors, there are no underground storage tanks, ozone-depleting substances or polychlorinated biphenyls in or on the Transferred Leased Properties or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 thereonPremises and, to the Seller's knowledge of the Vendors, the Premises have not been and are not insulated with urea formaldehyde insulation or asbestos-containing material.
(ad) neither the Facilities nor the Seller's operation thereof is in violation of No Vendor has any Environmental Law current liability to effect any Cleanup or is subject to discharge any pending or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations other realized liability under any Environmental Law; (b) no underground storage tanks have been Laws in connection with the Transferred Leased Properties, the Premises, the Purchased Assets or are now located at the Purchased Business. No Vendor has received any Facility; (c) none of the Facilities is now formal or ever has been used for industrial purposes or for the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastesinformal written notice of, or other toxic substancesbeen prosecuted for, except for the storage and disposal of such wastes and materials in the ordinary course of the business of the Facilities in accordance non-compliance with applicable any Environmental Laws, nor has any Facility ever Vendor settled any allegations of any such non-compliance prior to prosecution. There are no written notices, orders or directions relating to environmental matters or other matters governed by Environmental Laws requiring, or notifying any Vendor that it is or may be responsible for, any work, repairs, construction or material capital expenditures to be made under Environmental Laws with respect to the Purchased Business, the Transferred Leased Properties, the Premises or the Purchased Assets. No Vendor has received a written claim or written notice and otherwise no Vendor has any knowledge of any potential liability or actual liability of such Vendor, relating to any Cleanup at any off-site location arising out of such Vendor's or any other person's activities or operations at the Transferred Leased Properties or the Premises.
(e) No Vendor has caused or permitted, nor has there been listed to the knowledge of any Vendor, any Release of any Hazardous Substance on, in, around, from or in connection with the Transferred Leased Properties or the Premises or the Purchased Business.
(f) All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by any federal, state Vendor in connection with the Purchased Business 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 or toxic wastes resulting from the operation of the Purchased Business have been handleddisposed of, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, treated and stored by such Vendor in or on any Facility or any portion thereof, from any source whatsoever, or are now located at any Facility, in violation of applicable material compliance with all 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)Laws.
Appears in 1 contract
Environmental. As used hereinTo the knowledge of the Sellers or the Company, (i) the term Company and its assets and business, and all real properties owned by the Company and/or at which the Company's assets or business are or have been operated (the "ENVIRONMENTAL LAW" means Properties"), are now and at all times have been, in material compliance with all Environmental Laws (as herein defined) and Environmental Permits (as herein defined); (ii) except as set forth in Schedule 4.23 of the Disclosure Schedules, there is not now nor has there been any lawstorage, statutehandling, ordinanceuse, rule, regulation, order disposal or material determination Release (as herein defined) of any governmental authority Hazardous Materials (as herein defined) on, at, in or agency affecting under any of the Facilities Properties and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in there are no Hazardous Materials within any structure on any of the environmental reports comprising a part Properties requiring remediation, decommissioning, decontamination, abatement or removal pursuant to Environmental Laws; (iii) there are no above or below ground tanks or reservoirs used or installed for the purpose of storage or containment of Hazardous Materials at, on or under any of the Seller's Deliveries Properties; (iv) copies of all notices, notices of violation, citations, inquiries, information requests or otherwise obtained by demands and complaints which 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 Company 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 Sellers have received respecting any alleged violation of or non-compliance with any Environmental Law or is subject Environmental Permit are appended to any Schedule 4.23 of the Disclosure Schedules, and all such violations and non-compliance alleged in such documents have been corrected by the Company to the satisfaction of the applicable governmental agency; (v) there are no Claims pending or threatened litigation against the Sellers, the Company or inquiry by the Company's assets or business or any governmental authority or of the Properties under Environmental Laws; (vi) the Company possesses all Environmental Permits which are required for the operation of its assets and business at the Properties as the same are currently being operated; (vii) all Environmental Permits issued to any remedial action or obligations under the Company are disclosed in Schedule 4.23 of the Disclosure Schedules, and the Sellers have delivered copies of all such Environmental Permits to Buyer; (viii) Seller and the Company shall take all necessary actions to have any Environmental LawPermits issued to the Sellers or the Company, which by their terms or by operation of law will expire or otherwise become ineffective on or before the Closing Date, renewed or reissued to the Company prior to the Closing Date so as to allow Buyer to continue the operation of the Company's assets and business without interruption after the Closing Date; (biv) no underground storage tanks have been or are now located at any Facility; (c) none Schedule 4.23 of the Facilities is now Disclosure Schedules sets forth all environmental studies, reports, audits, summaries, proposals, recommendations, work plans and field and laboratory data in Sellers' or ever has been used for industrial purposes the Company's possession, custody or for control relating or referring to environmental conditions or the storagepresence or Release of Hazardous Materials on, treatment at, under or disposal of 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 emanating from any of the business of the Facilities in accordance with applicable Environmental LawsProperties, 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 or toxic 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, including without limitation, asbestoswith respect to any soil, radon, oil surface water or other petroleum products, PCBs groundwater contamination at any of the Properties and urea formaldehyde)Sellers or the Company has delivered copies of such documents to Buyer. 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 As used in this subsection (t).Agreement,
Appears in 1 contract
Environmental. As used hereinExcept as set forth in Schedule 3.7, and except as not having (or not reasonably likely to have) a Material Adverse Effect:
(a) To Seller’s Knowledge, there are no threatened, pending or outstanding Agency Actions concerning the Facility or the Premises with respect to Environmental Laws applicable to Seller, the term "ENVIRONMENTAL LAW" means Facility, the Premises, or Seller’s ownership, operation and use of the Facility. Seller is, and at all times has been, and has owned and operated (or its designee has operated) the Facility and the Premises, in compliance with all applicable Environmental Laws. There are no writs, injunctions, decrees, Orders or judgments outstanding, or, to Seller’s Knowledge, any lawnotices, statuteactions, ordinancesuits, ruleProceedings or investigations outstanding, regulationpending or threatened, order or material determination of relating to (i) Seller’s compliance with any governmental authority or agency affecting Environmental Laws with respect to any of the Facilities and pertaining to health or the environment, including, but not limited toFacility Assets, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the PurchaserPremises, or as otherwise disclosed any other asset owned or used by Magellan to the Purchaser Seller or in writingwhich it has or had an interest, or (ii) would not have a material adverse effect on the Facilities or Release of any Hazardous Substances at the business Premises.
(b) All Permits required by Environmental Laws and necessary for the operation of the Facility as currently configured and as historically operated by Seller operated thereonhave been obtained and are currently in effect; Seller’s operations at the Premises and in connection with the Facility Assets are in compliance in all material respects with all the requirements of such Permits; and, to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof ’s Knowledge, Seller is in violation of any Environmental Law or is not subject to any pending notice of violation from any Governmental Authority or threatened litigation from any other Person alleging that Seller has committed any act, or inquiry by failed to act, in any governmental authority manner or to any remedial action or obligations under any Environmental Law; (b) no underground storage tanks have been or are now located at circumstance that would preclude continued operation of the Facility Assets, including the Premises, under any Facility; Permits.
(c) none Each of the Facilities Facility Assets and Seller is now in material compliance with all Environmental Laws.
(d) To Seller’s Knowledge, there are currently no circumstances or ever conditions existing on the Premises that could reasonably be expected to prevent or adversely interfere with Seller’s compliance with Environmental Laws in connection with the Facility Assets and use of the Premises.
(e) Hazardous Substances have not been generated, used, treated or stored on, or transported by or on behalf of Seller to or from any of the Premises in violation of Environmental Laws.
(f) There is no asbestos contained in or forming any part of any building, building component, structure or other asset that is part of the Facility Assets, and no asbestos is or has been used for industrial purposes stored, disposed of or for otherwise been present at the storage, treatment Premises or disposal of hazardous on 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 any of the business Facility Assets. Seller does not have any liability arising from asbestos in connection with the use, operation, renovation or demolition of any of the Facilities Facility Assets.
(g) There has been no Release or threatened Release of Hazardous Substances by Seller or any party under the reasonable control of Seller, and, to Seller’s Knowledge, there has been no Release or threatened Release of Hazardous Substances by any other party, at, on, under or from any of the Premises or at, on, under or from any property adjoining any of the Premises, other than in compliance with applicable Environmental Laws or as has previously been remediated in accordance with applicable Environmental Laws.
(h) In connection with its ownership and operation of the Facility Assets, nor Seller has any Facility ever been listed by any federal, state or county agency or governmental official as containing any oil, disposed of all hazardous or toxic wastes or materials, chemical wastes, or other toxic substancesincluding those containing any Hazardous Substances, in compliance with all applicable Environmental Laws, and (d) no hazardous substances Seller has not received any written notice or toxic 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, demand letter from any source whatsoeverPerson claiming Seller may be liable for any on- or off-site Release or threatened Release of Hazardous Substances.
(i) There are not now, and, to Seller’s Knowledge, never have been, any aboveground or underground storage tanks or PCB-containing transformers or equipment located at the Premises.
(j) Seller has provided Buyers’ Agent with all material written reports, surveys, studies, correspondence, investigations, tests and environmental sampling and analyses (whether commissioned by Seller or otherwise) that are in Seller’s custody or control concerning the wildlife, cultural resources, natural resources and the environmental condition of any of the Facility Assets, Hazardous Substances at, in, upon or under the Premises, or are now located at any Facility, in violation of Seller’s compliance with applicable Environmental Laws in the operation of the Facility or the use of the Facility Assets, except to the extent such documents are subject to attorney-client privilege or conflict with any confidentiality obligations to which Seller is bound.
(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 k) Seller acquires actual knowledge which would cause this representation to become false and of has not received any written notice request for information or any written notification that it is a potentially responsible party under CERCLA or any similar state Environmental Law, including any such request or notification relating directly or indirectly to any of the Seller receives regarding Facility Assets, and none of the matters set forth in this subsection (t)Premises is proposed to be listed or is listed on the National Priorities List under CERCLA or any similar state Environmental Law requiring environmental investigation or cleanup.
Appears in 1 contract
Sources: Power Sales Agreement
Environmental. As used hereinExcept as set forth in the Disclosure Schedule:
(a) The Company and the Real Property Affiliates are in compliance with, and the term Company's use of the Real Property and all improvements thereon are in compliance with, all Environmental Laws, except for any noncompliance which has not had, and would not reasonably be expected to have, a Material Adverse Effect.
(b) There are no pending or to the Stockholder's knowledge, threatened actions, suits, claims, legal proceedings or other proceedings ("ENVIRONMENTAL LAW" means CLAIMS") based on, and neither the Company or the Real Property Affiliates nor the Stockholder has directly or indirectly received any law, statute, ordinance, rule, regulation, order or material determination notice of any governmental authority complaint, order, directive, citation, notice of responsibility, notice of potential responsibility, or agency affecting information request from any Governmental Authority or any other person or entity or knows any fact(s) which the Stockholder reasonably believes form(s) the basis for any such actions or notices arising out of the Facilities and pertaining to health or the environment, including, but not limited attributable to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as : (i) disclosed in the current or past presence, Release or threatened Release at or from any of the environmental reports comprising a part of the SellerReal Property related to the operations of the Company or the Real Property Affiliates; (ii) the off-site disposal or treatment of Hazardous Materials originating on or from the Real Property with respect to the business or Assets of the Company or the Real Property Affiliates; (iii) any facility operations, procedures or designs of the Company or the Real Property Affiliates which do not conform to requirements of the Environmental Laws; or (iv) any violation of Environmental Laws at any part of the Real Property or arising from the activities of the Company of the Real Property Affiliates (or to the Stockholder's Deliveries knowledge, the activities of the Company's predecessors in title) involving Hazardous Materials; and with respect to each of the foregoing (i)-(iv) except for any such Environmental Claims which would not reasonably be expected to have a Material Adverse Effect.
(c) The Company or otherwise a Real Property Affiliate, as the case may be, has been duly issued, and currently has and will maintain through the Closing Date, all permits, licenses, certificates and approvals required to be obtained by the PurchaserCompany under any Environmental Laws. The Company is in material compliance with the terms and conditions of all permits, licenses and certificates required to be obtained by the Company under any Environmental Laws. A true and complete list of such permits, licenses, certificates and approvals, all of which are valid and in full force and effect, is set out in the Disclosure Schedule.
(d) The Company has furnished to the Buyer accurate and complete copies of any environmental reports, assessments or other records, if any, relating to the environmental condition of the Real Property of which the Company, the Real Property Affiliates or the Stockholder is in possession.
(e) The Company will promptly furnish to the Buyer written notice of any Release or of any actions or notices described in SECTION 4.22(B) that are received prior to Closing.
(f) None of the Stockholder, the Company, or as otherwise disclosed by Magellan the Real Property Affiliates (i) is a party to or has agreed to any consent decree or order under any Environmental Laws relating to the Purchaser in writingAssets or the Generating Facilities, or nor (ii) would not have a material adverse effect on the Facilities or the business of the Seller operated thereon, to the SellerStockholder's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation of any Environmental Law or knowledge, is subject to any pending outstanding investigation, judgment, decree or threatened litigation or inquiry by order relating to compliance with any governmental authority Environmental Laws or to any remedial action the investigation or obligations cleanup of Hazardous Materials 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 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 or toxic 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 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any Each member of the environmental reports comprising a part Group has all Environmental Permits required to enable it to conduct its business lawfully under the terms of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or Environmental Laws.
(ii) would not have a material adverse effect on the Facilities Each such Environmental Permit is in full force and effect.
(iii) No proceeding or the business other action of whatever nature is pending or is threatened or, so far as the Seller operated thereonis aware, is under consideration seeking the suspension, revocation, variation, limitation of or otherwise relating to any Environmental Permit or seeking to impose any penalty under any Environmental Permit or Environmental Laws. This warranty does not apply to the Seller's knowledge Properties at Bawtry or Loxley in so far as it relates to matters other than suspension or revocation.
(iv) There are no facts or circumstances which will or are likely to result in any Environmental Permit being suspended, revoked or, so far as the Seller is aware, varied or limited prior to renewal or expiry. This warranty does not apply to the Properties at Bawtry or Loxley in so far as it relates to matters other than suspension or revocation and only applies to variation or limitation where the seller is aware both (a) neither of the Facilities nor relevant facts or circumstances; and (b) that such facts or circumstances are likely to lead to a variation or limitation prior to renewal or expiry.
(v) No appeals are pending or being contemplated in respect of the Seller's operation thereof refusal of or conditions contained in any Environmental Permit or any action taken in respect of any Environmental Permit. This warranty does not apply to the Properties at Bawtry and Loxley.
(i) So far as the Seller is aware, each member of the Group is and always has been in full compliance with the Environmental Permits and Environmental Laws in all material respects and the use of all the Properties and the machinery and other property employed in the conduct of the Group Business has been and is in accordance with the Environmental Permits and Environmental Laws in all material respects.
(ii) No notice, notification, demand, request for information, summons, complaint or order has been issued, no complaint has been made, no penalty has been assessed and, so far as the Seller is aware, no investigation or review is pending or is threatened, by any public authority having responsibility for Environmental Matters or by any other person with respect to:
(a) any alleged violation by each member of the Group of any Environmental Law or including the failure by each member of the Group to report to the proper governmental entity the occurrence of any event which is subject required to any pending or threatened litigation or inquiry be so reported by any governmental authority or to any remedial action or obligations under any Environmental Law; or
(b) no underground storage tanks any alleged failure by each member of the Group to have been or are now located at to operate in compliance with any FacilityEnvironmental Permit; or
(c) none any Environmental Matter relating to the acts or omissions of each member of the Facilities Group (or of those other persons for whom it is now liable) or ever has been used for industrial purposes any of the Properties. This warranty 22(B)(ii) does not apply to the renewal of Environmental Permits or for to matters relating to routine compliance with Environmental Laws or routine monitoring under Environmental Laws or in relation to any matter which does not constitute or relate to an actual or potential breach of Environmental Laws.
(C) None of the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for the storage and disposal of such wastes and materials warranties in this Warranty 22 apply to Relevant Environmental Matters as defined 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 or toxic 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)Deed.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order Seller covenants and agrees that: (a) all uses and operations on or material determination of any governmental authority or agency affecting any of the Facilities Real Property by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller shall be in compliance with all Environmental Laws and pertaining permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from the Real Property in violation of Environmental Laws by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; (c) there shall be no Hazardous Substances in, on or under the Property caused by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller, except those that are both (A) in compliance with all Environmental Laws and, to health the extent required thereby, with permits issued pursuant thereto and (B) have been disclosed to Buyer in writing on or before the environmentdate of this Agreement; (d) Seller shall, at its sole cost and expense, keep the Real Property free and clear of all liens and encumbrances on the Real Property imposed pursuant to any Environmental Law, whether due to any act or omission of Seller or any other person (the “Environmental Liens”); (e) Seller shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with the Real Property pursuant to any good faith request from Buyer made in connection with a reasonable belief by Buyer that an environmental issue may exist at the Property (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) and share with Buyer the Comprehensive reports and other results thereof, and Buyer shall be entitled to rely on such reports and other results thereof; (f) Seller shall, at its sole cost and expense, comply with all reasonable written requests of Buyer to (I) effectuate Remediation of any environmental condition that violates an Environmental ResponseLaw (including, Compensation but not limited to, a Release of a Hazardous Substance) in, on, under or from the Property directly caused by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; (II) comply with any Environmental Law applicable to the Property; (III) comply with any directive applicable to or relating to the Real Property from any Governmental Authority to remediate an environmental condition caused by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; and/or (IV) take any other reasonable action necessary or appropriate for protection of human health or the environment relating to the Property; (g) Seller shall not, or affirmatively permit or allow, and Liability Act Seller shall, at its sole cost and expense, take reasonably necessary steps to prevent any owner, tenant or other permitted user of 1982 the Real Property from taking, any act that increases the dangers to human health or the environment in any material respect, poses an unreasonable risk of harm to any Person on the Property, impairs or is reasonably likely to impair the value, use or utility of such Property, is contrary to any requirement of any insurer providing coverage for the Property or Seller, violates any covenant, condition, agreement or easement applicable to the Property; (h) Seller shall promptly commence and diligently perform to completion all work required to be undertaken under all Legal Requirements in connection with the Resource Conservation and Recovery Act occupancy and/or use of 1986. Except as the Real Property by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; (i) disclosed Seller shall, at its sole cost and expense, obtain Buyer's prior written consent to any contract relating to environmental matters at the Property, which consent shall not be unreasonably withheld; (j) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of the Property at concentrations exceeding ambient air levels or visible Toxic Mold on any building materials or surfaces at the Real Property for which any 3119.001/132866 779613.06-LACSR02A - MSW Governmental Authority recommends or requires removal thereof by remediation professionals, Seller shall, at its sole cost and expense, immediately remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with all applicable Legal Requirements and guidelines, following which abatement of the Toxic Mold, Seller shall prepare and implement (or cause to be prepared and implemented) an Operations and Maintenance Plan for Toxic Mold and Moisture acceptable to Buyer and in accordance with the guidelines issued by the National Multifamily Housing Council or guidelines applicable to commercial and office property; (k) Seller shall reasonably promptly notify Buyer in writing if Seller becomes aware of (1) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards the Property or into any buildings on the Property; (2) any non-compliance with any Environmental Laws related in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan way to the Purchaser in writing, Property; (3) any actual or potential Environmental Lien encumbering or potentially encumbering the Property; (ii4) would not have a material adverse effect on the Facilities any required or the business proposed Remediation of the Seller operated thereon, environmental conditions applicable to the Seller's knowledge Property; and/or (a5) neither any written notice or other communication from any source whatsoever (including, but not limited to, any Governmental Authority) or oral notice from any Governmental Authority of which Seller becomes aware relating to the Facilities nor the Seller's operation thereof is Property and relating in violation any way to Hazardous Substances or Remediation of Hazardous Materials thereof, possible liability of any Environmental Law or is subject person pursuant to any pending or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations under any Environmental Law, other environmental conditions in connection with the Property or any actual or potential administrative or judicial proceedings in connection with anything referred to in this Section; and (bl) no upon the discovery by Seller of any underground storage tanks have been on the Property during Seller's excavation or are now located at any Facility; (c) none construction work with regard to the Property, give Buyer prompt written notice thereof and upon the request of Buyer, in its sole but good faith discretion, remove such underground storage tanks from the Facilities is now or ever has been used for industrial purposes or for the storage, treatment or disposal of 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 Property in accordance with applicable all 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 or toxic 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 1 contract
Sources: Purchase and Sale Agreement (Pacific Office Properties Trust, Inc.)
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in on Exhibit 6.21, RJL has never owned or operated any of the environmental reports comprising a part of the 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 real property except ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇e space:
(a) neither To the Facilities nor Best Knowledge of RJL, no real property (or the Seller's operation thereof is in violation subsurface soil and the ground water thereunder) now or previously leased by RJL (the "Leased Premises") either contains any Hazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks;
(b) To the Best Knowledge of RJL, there has been no generation, transportation, storage, treatment or disposal of any Environmental Law Hazardous Substance on or beneath the Leased Premises, now or in the past;
(c) RJL is subject to not aware of any pending or threatened litigation or inquiry by proceedings before any governmental authority court or administrative agency in which any person alleges, or threatens to any remedial action allege, the presence, release, threat of release, placement on or obligations under any Environmental Law; (b) no underground storage tanks have been in the Leased Premises, 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 generation, transportation, storage, treatment or disposal at the Leased Premises, of 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 Hazardous Substance;
(d) RJL has not received any written notice and has no hazardous substances knowledge that any Governmental Authority or toxic wastes any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance;
(e) To the Best Knowledge of RJL, there have been handledno communications or agreements with any Governmental Authority or agency (federal, packagedstate, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on any Facility local) or any portion thereof, from any source whatsoever, private person or are now located at any Facility, in violation of applicable Environmental Laws entity (including, without limitation, asbestosany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, radonrelease, oil threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. RJL further agrees and covenants that RJL will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and
(f) There is no litigation, proceeding, citizen's suit or governmental or other petroleum productsinvestigation pending, PCBs or, to RJL's Best Knowledge, threatened, against RJL, and urea formaldehyde). Prior RJL knows of no facts or circumstances which might give rise ▇▇ ▇▇▇ ▇▇▇▇▇e litigation, proceeding, citizen's suit or governmental or other investigation, which relate to ClosingRJL's compliance with environmental laws, 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 regulations, rules, guidelines and of any written notice that the Seller receives regarding the matters set forth in this subsection (t)ordinances.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Guardian Technologies International Inc)
Environmental. As With the respect to the Property, on and after June 1, 2018, to ▇▇▇▇▇▇▇▇▇’s knowledge:
(i) To the best of ▇▇▇▇▇▇▇▇'s ▇▇▇▇▇▇▇▇▇’s knowledge after due inquiry, no real or personal property that secures the Obligations, including the Property, has ever been used hereineither by previous owners or occupants or by Borrower Mortgagor or any other current occupant to generate, the term "ENVIRONMENTAL LAW" means any lawmanufacture, statuterefine, ordinancetransport, ruletreat, regulationstore, order handle or material determination dispose of any governmental authority toxic material, hazardous substance or agency affecting any hazardous waste other than Permitted Substances, as defined below, no such material, substance or waste other than Permitted Substances currently exists on the Property and no such material, substance or waste (including Permitted Substances) currently exists in the Property’s soil or groundwater.
(ii) To the best of ▇▇▇▇▇▇▇▇'s Mortgagor’s knowledge after due inquiry, no portion of the Facilities improvements on any real property that secures the Obligations, including the improvements on the Property, has been constructed with asbestos, asbestos-containing materials or urea formaldehyde insulation, and pertaining no portion of the improvements on the Property has been constructed with any other chemical or substance, other than Permitted Substances, which has been determined to be a hazard to health or the environment.
(iii) To the best of Borrower's Mortgagor’s knowledge after due inquiry, includingthere are no electrical transformers or other equipment which that have dielectric fluid- containing polychlorinated biphenyls (PCB's) located inon or, but not limited toon to the best of Mortgagor’s knowledge in or under any real property that secures the Obligations, including the Comprehensive Environmental ResponseProperty (the materials, Compensation substances and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as wastes, excluding Permitted Substances, described in Subsections (i) disclosed in any of the environmental reports comprising a part of the 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 and (iii) are collectively referred to as “Hazardous Substances”).
(iv) To the Facilities best of ▇▇▇▇▇▇▇▇’s ▇▇▇▇▇▇▇▇▇’s knowledge after due inquiry, no real property that secures the Obligations, including the Property, has ever contained any underground storage tanks.
(v) No Obligor has received or the business of the Seller operated thereon, to the Seller's has any 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 storagesummons, treatment or disposal of hazardous or toxic wastes or materialscitation, chemical wastesdirective, letter or other toxic substancescommunication, 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 Lawswritten or oral, nor has any Facility ever been listed by from any federal, state or county agency local governmental authority concerning [1] the existence of Hazardous Substances on or governmental official in the immediate vicinity of any real or personal property that secures the Obligations, including the Property, or [2] any intentional or unintentional action or omission on the part of BorrowerMortgagor, any Obligor or any occupant of the Property resulting in the disposal, releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of Hazardous Substances onto any real property that secures the Obligations, including the Property, or into waters or other lands. The parties acknowledge and agree that ▇▇▇▇▇▇▇▇▇ acquired the Property on June 1, 2018 and any and all representations and warranties with respect to this Section 8(c) relate only to the status of the Property as containing of the date of acquisition, and all conditions noted in that certain Supplemental Inspection dated August 27, 2018, attached hereto as Exhibit D, shall be deemed pre-existing conditions that existed prior to Mortgagor’s ownership. Any terms used in this Subsection or in any oilother provisions of this Mortgage that deal with environmental matters which are defined in federal, state or local statutes or regulations shall have the meanings ascribed to such terms in such statutes and regulations. Additionally, as used in this Mortgage, “Permitted Substances” means toxic materials, hazardous or toxic substances and hazardous wastes or materialsthat are used, chemical wastessold, or other toxic substances, and (d) no hazardous substances or toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, transported and disposed of , treated, installed, transported in compliance with all applicable laws and are either typically and lawfully used or deposited over, beneath, sold by Borrower Mortgagor or the Tenants and others in their industries and are necessary or on any Facility desirable for Borrower's Mortgagor's or any portion thereof, from any source whatsoeverthe Tenants' ongoing operations and sales or currently are typically and lawfully used in the maintenance or management of, or are now located at any Facilityconstruction of improvements to, 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 properties such as 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)Property.
Appears in 1 contract
Sources: Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Financing Statement
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order The Borrower covenants and agrees to keep or material determination cause each Mortgaged Property to be kept free of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 Hazardous Materials in violation of any Environmental Law Governmental Requirement and, without limiting the foregoing, the Borrower shall not cause or is subject permit any such Mortgaged Property to be used to generate, manufacture, refine, transport, treat, store, handle, dispose of, transfer, produce or process Hazardous Materials, except in compliance with all applicable Governmental Requirements, nor shall the Borrower cause or permit, as a result of any pending intentional or threatened litigation unintentional act 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 omission on the part of the Facilities is now or ever has been used for industrial purposes or for the storage, treatment or disposal of 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 or toxic 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 Borrower or any portion thereoftenant, from any source whatsoeversubtenant or occupant, or are now located at any Facility, a release of Hazardous Materials in violation of applicable Environmental Laws any Governmental Requirement onto any such Mortgaged Property or onto any other property. If Hazardous Materials are present at a Mortgaged Property in violation of the requirements of this Section 6.09, the Borrower shall:
a. CONDUCT AND COMPLETE ALL INVESTIGATIONS, STUDIES, SAMPLING AND TESTING, AND ALL REMEDIAL, REMOVAL AND OTHER ACTIONS NECESSARY TO CLEAN UP AND REMOVE ALL HAZARDOUS MATERIALS ON, UNDER OR FROM SUCH MORTGAGED PROPERTY IN ACCORDANCE WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, ORDINANCES, RULES, REGULATIONS AND POLICIES (INCLUDING, WITHOUT LIMITATION, HAZARDOUS MATERIALS LAWS), TO THE REASONABLE SATISFACTION OF THE BANK, AND IN ACCORDANCE WITH THE ORDERS AND DIRECTIVES OF ALL GOVERNMENTAL AUTHORITIES;
b. DEFEND, INDEMNIFY AND HOLD HARMLESS THE BANK, ITS EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS (THE "BANK INDEMNIFIED PARTIES") FROM AND AGAINST ANY CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS OR EXPENSES OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO ("ENVIRONMENTAL LOSSES").
i. the presence, disposal, release or threatened release of any Hazardous Materials on, over, under, from or affecting such Mortgaged Property or the soil, water, vegetation, buildings, personal property, persons or animals thereon;
ii. any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials;
iii. any lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials; and/or
iv. any violation of laws, orders, regulations, requirements or demands of Governmental Authorities, which are based upon or in any way related to such Hazardous Materials, including, without limitation, asbestosattorney's and consultant's fees, radoninvestigation and laboratory fees, oil court costs and litigation expenses. Notwithstanding any provision hereof, the Borrower does not indemnify the Bank Indemnified Parties against any Environmental Losses (i) caused by any Bank Indemnified Party, (ii) arising from the breach, violation or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify the Purchaser promptly threatened violation of any fact applicable Hazardous Materials Laws which first occurs after the Bank takes actual possession of a Mortgaged Property pursuant to a foreclosure of the Mortgage encumbering the same or pursuant to a transfer pursuant to a power of sale or deed in lieu of foreclosure thereof; or (iii) any release, discharge, disposal or presence of Hazardous Materials caused by a receiver of a Mortgaged Property or which the Seller acquires actual knowledge which would cause this representation to become false and first occurs while a receiver is in possession of any written notice that the Seller receives regarding the matters set forth in this subsection (t)such Mortgaged Property.
Appears in 1 contract
Sources: Secured Revolving Credit Agreement (Windrose Medical Properties Trust)
Environmental. As used herein, Except as disclosed in the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any McLaren/Hart Phase I Site ▇▇▇▇ssment of the Facilities and pertaining to health or the environmentChico Community Hospital Acute Care Facility (October 29, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i1997) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan Buyer relating to the Purchaser Assets (the "Environmental Reports"):
(a) Seller is currently, and at all times has been, in writing, or compliance with all Environmental Laws (iias defined below) except where failure to comply with such Environmental Laws would not have a material adverse effect on the Facilities Business;
(b) Seller has all permits, authorizations or other approvals required under environmental laws to operate the business Assets and the Real Property, and is in compliance with all such permits, authorizations and approvals except where failure to comply with such permits, authorizations or approvals, individually or in the aggregate, would not have a material adverse effect on the Business;
(c) Seller has not generated, handled, stored, disposed of or released any Hazardous Substance (as defined below) on any of the Seller operated thereonReal Property, except in compliance with applicable Environmental Laws except where failure to comply with such Environmental Laws, individually or in the aggregate, would not have a material adverse effect on the Business;
(d) There are no polychlorinated biphenyls (PCBs) or transformers, capacitors, ballasts or other equipment that contains dielectric fluid containing PCBs at levels in excess of fifty parts per million (50 ppm) present, constructed, placed, deposited, stored, disposed of or located on the Real Property;
(e) There are currently no aboveground or underground storage tanks for the storage of Hazardous Substances located on the Real Property, and, to the best knowledge of Seller's knowledge , there have never been any such aboveground or underground storage tanks located on the Real Estate Property;
(af) neither the Facilities nor the Seller's operation thereof Seller has not received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that Seller is not in violation of any full compliance with Environmental Law or Laws. There is subject to any no Environmental Claim (as defined below) pending or threatened litigation against Seller or inquiry by any governmental authority with respect to the Assets.
(g) There are no present or, to the best of Seller's knowledge, past actions, activities, circumstances, conditions, events 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 storageincidents, treatment or disposal of 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 or toxic 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, asbestosthe generation, radonstorage, oil release, emission, discharge, presence or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify the Purchaser promptly disposal of any fact of which Hazardous Substance, that could form the Seller acquires actual knowledge which would cause this representation to become false and basis of any written notice that Environmental Claim against Seller under any Environmental Law in effect at any time at or prior to the Seller receives regarding Closing.
(h) The inclusion of any item disclosed in SCHEDULE 3.17 and the inclusion of the reference to the Environmental Reports hereinabove does not constitute an admission by Seller, Paracelsus or Buye▇ ▇▇▇▇ ▇▇▇ matters set forth disclosed in this subsection (t).such schedule or Environmental Report constitutes a violation of any Environmental Law. The following terms shall have the following meanings:
Appears in 1 contract
Sources: Asset Purchase Agreement (Paracelsus Healthcare Corp)
Environmental. As used herein(a) Each Seller and its assets and businesses are and, since January 1, 2018, have been owned and operated in material compliance with all Environmental Laws and Environmental Permits. No written notice, citation, inquiry or complaint has been issued to or to Seller’s Knowledge threatened in writing against the Owner (with respect to each Seller’s Business) or any Seller in the past three (3) years alleging any violation of or liability under any Environmental Law or Environmental Permit.
(b) Schedule 3.17 lists all material Environmental Permits required for the operation of each Seller’s businesses as currently conducted. Each Seller possess, and such Seller has provided the Purchaser with complete and accurate copies of, all Environmental Permits required to be listed on Schedule 3.17.
(c) At the Leased Real Estate, to Seller’s Knowledge, the term "ENVIRONMENTAL LAW" means any lawthere are no underground storage tanks, statutemold contaminations or materials or equipment containing friable asbestos or polychlorinated biphenyls. There has been no generation, ordinancetreatment, rulestorage, regulationtransportation, order disposal (whether on-site or material determination off-site) or release of any governmental authority or agency affecting hazardous materials by any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 thereonor, to the Seller's knowledge ’s Knowledge, any other Person for which the tenant of the Leased Real Estate is or may be responsible or that otherwise would reasonably be expected to give rise to any liability under applicable environmental Laws.
(ad) neither the Facilities nor the There has been no generation, treatment, storage, transportation, disposal (whether on-site or offsite) or Release of any Hazardous Materials by any Seller or its Affiliates or, to Seller's operation thereof ’s Knowledge, any other Person for which each Seller is in violation or may be responsible under any Environmental Law.
(e) No Seller has assumed, provided an indemnity with respect to, or otherwise become subject to any liability (including any obligation for corrective or remedial action) of any other Person relating to any Environmental Law or is subject Environmental Permit.
(f) Each Seller has provided to any pending the Purchaser complete and accurate copies of all environmental audits, reports and other documents that (i) relate to the past or threatened litigation current facilities and operations of each Seller and its Affiliates (including their respective predecessors-in-interest) and (ii) are in the custody, possession 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 control of the Facilities is now or ever has been used for industrial purposes or for the storage, treatment or disposal of 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 or toxic 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)Parties.
Appears in 1 contract
Environmental. As used herein▇▇▇▇ has provided to Alico a report of certain environmental matters which are more particularly described on Exhibit “E” (which is attached hereto and made a part hereof which Alico is responsible for curing to the extent required). On or before March 31, 2007, Alico will prepare and submit to ▇▇▇▇ a plan with respect to resolving such environmental matters including without limitation the term "ENVIRONMENTAL LAW" means testing of soils and groundwater and any lawremediation and/or ongoing monitoring that may be necessary or appropriate based upon the results of such testing and issuance of a “no further action letter” from the Florida Department of Environmental Protection (“DEP”) if required by the DEP in order to permit the development and residential occupancy of the affected land, statutePurchaser acknowledges and agrees that a “no further action letter” may impose monitoring requirements and the results of such monitoring may require further remediation by Purchaser (“Environmental Plan”). If any portion of the ▇▇▇▇▇▇▇▇ Property is impacted by contamination discovered pursuant to the Environmental Plan, ordinancesuch portions of the ▇▇▇▇▇▇▇▇ Property shall be included in any remedial action required to be performed pursuant to the Environmental Plan. ▇▇▇▇ shall have the right to review and approve the Environmental Plan, rulewhich approval shall not be unreasonably withheld, regulationconditioned or delayed. The parties anticipate that the Environmental Plan will provide Alico with a reasonable period of time, order or material determination at least until September 28, 2008, in which to implement and complete the requirements of the Environmental Plan, subject to any governmental authority or agency affecting ongoing monitoring requirements that will not prevent the issuance of a “no further action letter”, with the qualifications described above, by the DEP (hereinafter “Routine Monitoring Requirements”), prior to the time ▇▇▇▇ is acquiring the Take-Down Parcel which is impacted by any of such environmental matters. If any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any requirements of the Environmental Plan have not been completed entirely, subject to Routine Monitoring Requirements, in the opinion of Ardman-Associates, Inc., or another similar environmental reports comprising a part testing company hired by Alico which shall be consented to by ▇▇▇▇, which consent shall not be unreasonably withheld, conditioned or delayed by ▇▇▇▇, by the time period set forth in the Environmental Plan, ▇▇▇▇ can give Alico thirty (30) days written notice and then proceed to complete the requirements of the Seller's Deliveries or otherwise obtained Environmental Plan (“▇▇▇▇ Environmental Election” and all of ▇▇▇▇’▇ reasonable out of pocket costs and expenses shall be reimbursed by the PurchaserAlico within thirty (30) days of delivery of an invoice for such costs, together with interest at 12% per annum until paid in full, or as otherwise disclosed by Magellan to at ▇▇▇▇’▇ election, such amounts may be credited against the Purchaser in writing, next Take-Down Payment or (ii) would Extension Fee payment. If Alico has not have a material adverse effect on the Facilities or the business completed all 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 requirements of the Facilities is now or ever Environmental Plan, except for Routine Monitoring Requirements, by September 28, 2009, and ▇▇▇▇ has been used not made the ▇▇▇▇ Environmental Election, ▇▇▇▇ shall have the right to delay payment of the next Extension Payment on a day for industrial day basis until Alico has completed all remaining requirements of the Environmental Plan, except for any on going monitoring requirements, unless before such time ▇▇▇▇ exercises the ▇▇▇▇ Environmental Election which will for purposes or for of payment of Extensions be deemed the storage, treatment or disposal same as if Alico had completely finished the requirements of hazardous or toxic wastes or materials, chemical wastes, or other toxic substancesthe Environmental Plan, except for the storage and disposal on going monitoring requirements, if any. Upon the earlier of Alico completing all requirements of the Environmental Plan or ▇▇▇▇ making the ▇▇▇▇ Environmental Election, the Extension Payment will be due or ▇▇▇▇ will have the obligation to close within thirty (30) days of such wastes completion and materials all of the corresponding Extension Payments, if applicable, and/or Take-Down Payments, if applicable, shall be extended on the same day for day basis for every day after September 28, 2009, until the requirements of the Environmental Plan have been completed, except for any Routine Monitoring Requirements. This right to complete the Environmental Plan and obtain reimbursement or credits for ▇▇▇▇’▇ out of pocket costs or to extend the time for payment of the Extension Fee(s) and/or Take-Down Payment(s) as provided herein shall be ▇▇▇▇’▇ sole remedies if Alico fails to complete the requirements of the Environmental Plan in the ordinary course of time frame required by 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 or toxic 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)Plan.
Appears in 1 contract
Sources: Purchase Agreement (Alico Inc)
Environmental. As Except as may be actually disclosed in the Environmental Report(i) no Hazardous Substances are now or, to Borrower's best knowledge, have ever been located, produced, used, stored, treated, transported, incorporated, discharged, emitted, released, deposited or disposed upon, under, over or from the Property in a manner that may give rise to any actual or potential liability to pay response costs or other damages, losses or expenses or otherwise violate any Environmental Laws; (ii) no Hazardous Substances are currently located, stored or used hereinat the Property, except with respect to such Hazardous Substances which are (x) customarily located, stored or used in properties similar to the term "ENVIRONMENTAL LAW" means any lawProperty or (y) unique and necessary to Borrower's business located on the Property, statuteprovided that such Hazardous Substances described in (x) or (y) are at all times stored, ordinancelocated and used in compliance with all Environmental Laws; (iii) to Borrower's knowledge, ruleno Hazardous Substances have been discharged, regulationreleased or emitted, order upon or material determination from the Property into the environment and no threat exists of any governmental authority a discharge, release or agency affecting any emission of a Hazardous Substance upon or from the Facilities and pertaining to health or Property into the environment, includingwhich discharge, but not limited torelease or emission, in either case, would subject the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any owner of the environmental reports comprising Property to any damages, penalties or liabilities under any applicable Environmental Laws; (iv) the Property has never been used as or for a part mine, a landfill, a dump or other disposal facility or a gasoline service station; (v) no underground storage tank is now located on or in the Property or if previously located therein has been removed therefrom in compliance with all applicable Environmental Laws and any clean-up of the Seller's Deliveries or otherwise obtained by the Purchasersurrounding soil in connection therewith has been completed; (vi) no asbestos, ACM, materials containing urea-formaldehyde, or as otherwise disclosed by Magellan to the Purchaser in writingtransformers, capacitors, ballasts or (ii) would not have a material adverse effect other equipment containing PCBs are located on the Facilities Property; (vii) the Property has not been used by Borrower or the business of the Seller operated thereonany Affiliate or, to the Sellerbest of Borrower's knowledge knowledge, after reasonable investigation, any other person or entity (aincluding any prior owner of the Property) neither the Facilities nor the Seller's operation thereof is in as a permanent or temporary treatment, storage or disposal site for any Hazardous Substance subject to regulation under Environmental Laws; (viii) no violation of any Environmental Law now exists or is subject to has ever existed in, upon, under, over or from the Property, no notice of any pending such violation or threatened litigation any alleged violation thereof has been issued or inquiry given by any governmental authority entity or agency, and there is not now nor has there ever been any investigation or report involving the Property by any governmental entity or agency which in any way relates to any remedial action or obligations under any Environmental LawHazardous Substances; (bix) no underground storage tanks have been Person has given any notice of or are now located at asserted any Facilityclaim, cause of action, penalty, cost or demand for payment or compensation, whether or not involving any injury or threatened injury to human health, the environment or natural resources, resulting or allegedly resulting from any activity or event described in clauses (i)-(viii) above and to the knowledge of Borrower, no basis for such a claim exists; (cx) none there are not now, nor to Borrower's best knowledge have there ever been, any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances, in, upon, under, over or from any Property; (xi) no oral or written notification of the Facilities a Release (as such term is now or ever defined in 42 U.S.C. * 9601(22)) of any Hazardous Substances has been used for industrial purposes filed by or for the storage, treatment on behalf of Borrower through authorized employees or disposal of hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for the storage agents and disposal of such wastes and materials no Property is listed in the ordinary course United States Environmental Protection Agency's List of the business Hazardous Waste Sites or any other list of the Facilities in accordance with applicable Environmental Laws, nor has any Facility ever been listed Hazardous Substance sites maintained by any federal, state or county agency or local governmental official as containing agency; (xii) there are no environmental liens on any oilProperty, hazardous or toxic wastes or materialsand, chemical wastesto the best knowledge of Borrower, or other toxic substances, and (d) no hazardous substances or toxic wastes governmental actions have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, taken or are in process which could subject any Property to such liens; (xiii) Borrower has not transported or deposited over, beneath, in arranged for the transportation of any Hazardous Substances to any location which is listed or proposed for listing under CERCLA or on any Facility similar state list or any portion thereofwhich is the subject of federal, from any source whatsoeverstate or local enforcement actions or other investigations; (xiv) no environmental or engineering investigations, studies, audits, tests, reviews or other analyses have been conducted by or are now located at in the possession of Borrower or its Affiliates in relation to any FacilityProperty other than the Environmental Report; Borrower has delivered a true, correct and complete copy of the Environmental Report to Lender; and (xv) to the best of Borrower's knowledge, the Environmental Report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make any statement contained therein or herein, in violation light of applicable Environmental Laws (includingthe circumstances under which such statements were made, 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)not misleading.
Appears in 1 contract
Sources: Loan Agreement (Golf Ventures Inc)
Environmental. As Except as disclosed in Annex 6.20, Verplast is and always has operated in strict compliance with the Environmental Laws (as hereinafter defined) applicable to its business and/or properties where the failure to do so could have a material Adverse Effect. Without prejudice to the generality of the foregoing:
(i) no Hazardous Materials (as hereinafter defined), asbestos or asbestos containing materials ("ACMS") (A) are, or have been, located in or about any real properties owned or used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order by Verplast or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health its predecessors or tenants, (B) have been released by Verplast or its predecessors or tenants into the environment, includingor (C) have been discharged, but not limited totreated, the Comprehensive Environmental Responsemanaged, Compensation and Liability Act recycled, placed or disposed of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in by Verplast or its predecessors, tenants or anyone else, at, on or under any real properties owned or used by Verplast or any of the environmental reports comprising a part of the Seller's Deliveries its predecessors or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or tenants;
(ii) would not have a material adverse effect no Hazardous Materials or ACMs formerly located on the Facilities real properties owned or used by Verplast or its predecessors or tenants have been disposed of at any off-site waste disposal facility;
(iii) no portion of any real properties owned or used by Verplast or rented, leased by it to third parties is being used, or has been used, for the business disposal, storage, recycling, treatment, processing or any other handling whatsoever of Hazardous Materials and no portion of any real properties owned or used by Verplast's predecessors or tenants is being used or has been used for the Seller operated thereondisposal, storage, recycling, treatment, processing or any other handling whatsoever of Hazardous Materials;
(iv) no storage tanks (whether above ground or underground) are located within real properties currently or previously owned or used by Verplast or its predecessors;
(v) Verplast has not disposed of, and none of its predecessors has ever disposed of, any substance (other than human sewage) into the plumbing or septic tank which Verplast owns or uses or which Verplast or any of its predecessors has owned or used; 17
(vi) no investigation, administrative order or notice, consent, order and agreement, litigation, settlement or environmental claim or lien with respect to Hazardous Materials or ACMs is in existence or, to the Seller's knowledge knowledge, proposed or threatened with respect to any real properties now or previously owned or used by Verplast or its predecessors or tenants, or with respect to any off-site waste disposal where the wastes of Verplast or of any of its predecessors or tenants have been disposed; and
(avii) neither the Facilities nor the Seller's operation thereof is in Verplast has not been notified of any summons, citation or written notice from any person, entity or governmental agency whatsoever concerning any violation or alleged 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 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 or toxic wastes . The following terms shall have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed the following meanings for purposes 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).Section 6.20:
Appears in 1 contract
Sources: Framework Agreement (Ico Inc)
Environmental. As used hereinThe only representations and warranties given in respect to Environmental Laws, Environmental Permits, or Environmental Claims are those contained in this Section 5.10, and none of the term "ENVIRONMENTAL LAW" means any lawother representations and warranties contained in this Agreement will be deemed to constitute, statutedirectly or indirectly, ordinancea representation and warranty with respect to Environmental Laws, ruleEnvironmental Permits, regulationor Environmental Claims, order or material determination matters incident to or arising out of any governmental authority or agency affecting in connection with any of the Facilities foregoing. All such matters are governed exclusively by this Section 5.10 and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. by Article IX.
(a) Except as set forth on Schedule 5.10(a)-1, (i) disclosed to Seller's Knowledge, 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 conducted, (ii) to Seller's Knowledge, with respect to the Purchased Assets and the Business, Seller is in compliance, in all material respects, with the requirements of such Environmental Permits and Environmental Laws, and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to suspend, revoke, or withdraw any such Environmental Permits. 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 set forth on Schedule 5.10(b), neither Seller nor any Affiliate of Seller has received within the last three 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.
(c) Except as set forth on Schedule 5.10(c), (i) to Seller's Knowledge, there is and has 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 the Purchased Assets or the Business, which are pending or, to Seller's Knowledge, threatened against Seller.
(d) Seller has made available to Buyer, prior to the date hereof, all material correspondence, studies, audits, reviews, investigations, analyses, and reports on environmental matters relating to the Purchased Assets, the Assumed Environmental Liabilities, or the Business (including estimates of costs developed in accordance with the "Statement of Position 96-1: Environmental Remediation Liabilities," prepared by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (October 10, 1996)) that were conducted by, or on behalf of, or which are in the possession or reasonable control of Seller. <PAGE>
(e) Except as set forth on Schedule 5.10(e), Seller has not entered into any settlements with any of its insurance carriers in connection with the clean-up of any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan manufactured gas plant sites related to the Purchaser in writing, Purchased Assets 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 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 or toxic 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)Assumed Obligations.
Appears in 1 contract
Environmental. As Except as dislosed in Annex 6.20, Verplast is and always has operated in strict compliance with the Environmental Laws (as hereinafter defined) applicable to its business and/or properties where the failure to do so could have a material Adverse Effect. Without prejudice to the generality of the foregoing:
(i) no Hazardous Materials (as hereinafter defined), asbestos or asbestos containing materials ("ACMS") (A) are, or have been, located in or about any real properties owned or used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order by Verplast or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health its predecessors or tenants, (B) have been released by Verplast or its predecessors or tenants into the environment, includingor (C) have been discharged, but not limited totreated, the Comprehensive Environmental Responsemanaged, Compensation and Liability Act recycled, placed or disposed of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in by Verplast or its predecessors, tenants or anyone else, at, on or under any real properties owned or used by Verplast or any of the environmental reports comprising a part of the Seller's Deliveries its predecessors or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or tenants;
(ii) would not have a material adverse effect no Hazardous Materials or ACMs formerly located on the Facilities real properties owned or used by Verplast or its predecessors or tenants have been disposed of at any off-site waste disposal facility; 37
(iii) no portion of any real properties owned or used by Verplast or rented, leased by it to third parties is being used, or has been used, for the business disposal, storage, recycling, treatment, processing or any other handling whatsoever of Hazardous Materials and no portion of any real properties owned or used by Verplast's predecessors or tenants is being used or has been used for the Seller operated thereondisposal, storage, recycling, treatment, processing or any other handling whatsoever of Hazardous Materials;
(iv) no storage tanks (whether above ground or underground) are located within real properties currently or previously owned or used by Verplast or its predecessors;
(v) Verplast has not disposed of, and none of its predecessors has ever disposed of, any substance (other than human sewage) into the plumbing or septic tank which Verplast owns or uses or which Verplast or any of its predecessors has owned or used;
(vi) no investigation, administrative order or notice, consent, order and agreement, litigation, settlement or environmental claim or lien with respect to Hazardous Materials or ACMs is in existence or, to the Seller's knowledge knowledge, proposed or threatened with respect to any real properties now or previously owned or used by Verplast or its predecessors or tenants, or with respect to any off-site waste disposal where the wastes of Verplast or of any of its predecessors or tenants have been disposed; and
(avii) neither the Facilities nor the Seller's operation thereof is in Verplast has not been notified of any summons, citation or written notice from any person, entity or governmental agency whatsoever concerning any violation or alleged 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 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 or toxic wastes . The following terms shall have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed the following meanings for purposes 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).Section 6.20:
Appears in 1 contract
Sources: Framework Agreement (Ico Inc)
Environmental. As used hereinLandlord represents and warrants that it and, during Landlord's ownership, its tenants, have, prior to the term "ENVIRONMENTAL LAW" means any lawCommencement Date, statutecomplied strictly and in all respects with the applicable laws, ordinancestatutes, ruleordinances, regulationpermits, order or material determination of any governmental authority or agency affecting any of the Facilities orders, decrees, guidelines, rules, regulations and orders pertaining to health or the environmentenvironment ("Applicable Environmental Laws"), including, but not limited towithout limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 1980 ("CERCLA") and the Resource Conservation and Recovery Act ("RCRA"), as each of 1986the foregoing may be amended from time to time. Except Tenant, and its agents, contractors, employees and invitees, shall comply strictly and in all respects with the Applicable Environmental Laws, including without limitation CERCLA and RCRA, as each of the foregoing may be amended from time to time. Each party does hereby, for itself and its heirs, legal representatives, successors and assigns agree to and hereby does indemnify, defend and hold harmless the other party, and its heirs, legal representatives, successors and assigns, from any and all liabilities, assessments, suits, damages, costs and expenses, attorneys' fees and judgments related to or arising out of (ia) disclosed in the breach of any of the environmental reports comprising a part agreements of the Seller's Deliveries or otherwise obtained by the Purchaserindemnifying party under this section, 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 handling, installation, storage, use, generation, treatment or disposal by the indemnifying party of hazardous Hazardous Materials (as hereinafter defined), including any cleanup, remedial, removal or toxic wastes restoration work required by the Applicable Environmental Laws which is necessitated by indemnifying party's violation of the provisions of this Section or (c) the assertion of any lien or claim upon the Premises pursuant to the Applicable Environmental Laws which is instituted due to any action of the indemnifying party; provided however, as between Landlord and Tenant, in connection with any such indemnification arising out of any event occurring after the Commencement Date, unless the event can be shown to be the action or omission of the Landlord, the Tenant shall indemnify the Landlord in connection therewith. The covenants and agreements of Tenant under this section shall survive the expiration or termination of this Lease. As used in this Lease, the term "Hazardous Materials" means any flammables, explosives, radioactive 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 asbestos-containing any oil, hazardous or toxic wastes or materials, chemical wastespetroleum products, or the group of organic compounds known as polychlorinated byphenyls and other hazardous waste, toxic substances, and (d) no hazardous substances or toxic wastes have been handledrelated materials, 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, including without limitation, asbestossubstances defined as hazardous substances, radonhazardous materials, oil toxic substances or other petroleum productssolid waste in CERCLA, PCBs the Hazardous Materials Transportation Act and urea formaldehyde). Prior RCRA, as each of the foregoing may be amended from time 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)time.
Appears in 1 contract
Sources: Stock Purchase Agreement (Alliance Distributors Holding Inc.)
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. (a) Except as would not reasonably be expected to have a Material Adverse Effect, (i) disclosed the operations and properties of each Borrower comply in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaserall respects with all applicable Environmental Laws and Environmental Permits, or as otherwise disclosed by Magellan to the Purchaser in writing, or (ii) all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and (iii) no circumstances exist that would not have a material adverse effect on be reasonably likely to (x) form the Facilities basis of an Environmental Action against any Borrower or the business of the Seller operated thereon, their properties or (y) cause any such property to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation of any Environmental Law or is be subject to any pending restrictions on ownership, occupancy, use or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations transferability under any Environmental Law; .
(b) no underground storage tanks In each case except as would not reasonably be expected to have been or are now located at any Facility; a Material Adverse Effect: (ci) none of the Facilities properties currently or formerly owned or operated by any Borrower is now listed or ever proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such 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 which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Borrower, to the best of its knowledge, on any property formerly owned or operated by any Borrower; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Borrower; and (iii) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Borrower.
(c) In each case except as would not reasonably be expected to have a Material Adverse Effect: (i) no Borrower is undertaking, and has been used for industrial purposes not completed, either individually or for the storagetogether with other potentially responsible parties, treatment any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of hazardous Hazardous Materials at any site, location or toxic wastes operation, either voluntarily or materials, chemical wastes, pursuant to the order of any governmental or other toxic substances, except for regulatory authority or the storage and disposal requirements of such wastes and materials in the ordinary course of the business of the Facilities in accordance with applicable any 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, Law; and (dii) no hazardous substances or toxic wastes have been handled, packaged, all Hazardous Materials generated, manufactured, released, removed, stored, used, dischargedtreated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Borrower have been disposed of , treated, installed, transported or deposited over, beneath, in or on a manner not reasonably expected to result in liability to 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)Borrower.
Appears in 1 contract
Environmental. As used herein(a) Prior to the execution of this Agreement, the term "ENVIRONMENTAL LAW" means Company has provided to Parent and Citadel a true and correct copy of all environmental site assessments, studies, reports and communications relating to the Real Property.
(b) Except as disclosed on COMPANY'S DISCLOSURE SCHEDULE, to the best of the knowledge of the Company, (i) there are no conditions, facilities, procedures or any law, statute, ordinance, rule, regulation, order other facts or material determination of any governmental authority circumstances that constitute Environmental Noncompliance on the Real Property or agency affecting any of the Facilities leaseholds existing under the Real Property Leases and pertaining to health or the environment(ii) there is not constructed, includingplaced, but not limited todeposited, the Comprehensive Environmental Responsestored, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in disposed of, nor located on any of the environmental reports comprising a part Real Property or any of the Seller's Deliveries or otherwise obtained by leaseholds existing under the PurchaserReal Property Leases, or any asbestos in any form that has released or, unless disturbed, threatens to release airborne asbestos fibers in excess of applicable local, state and federal standards.
(c) Except 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 thereonCOMPANY'S DISCLOSURE SCHEDULE, 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 best of the Facilities is now Company's knowledge, no structure, improvements, equipment, fixtures, activities or ever has been facilities located on the Real Property or any of the leaseholds existing under the Real Property Leases uses Hazardous Materials except those used for industrial purposes or for the storage, treatment or disposal of 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 Business and in accordance compliance 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 or toxic wastes Except as specifically described on COMPANY'S DISCLOSURE SCHEDULE, there have been handledno releases or threatened releases of Hazardous Materials into the environment, packagedor which otherwise contribute to Environmental Conditions arising in whole or in part from the activities of any of the SBC Companies, generatedor to the best of the knowledge of the Company arising from any other activities, manufactured, released, removed, stored, used, discharged, disposed except to the extent that such releases or threatened releases do not constitute a condition of , treated, installed, transported or deposited over, beneath, in or on any Facility Environmental Noncompliance relating to the Real Property or any portion thereofof the leaseholds existing under the Real Property Leases.
(e) Except as disclosed on COMPANY'S DISCLOSURE SCHEDULE, from any source whatsoeverthere are no underground storage tanks, or are now located underground piping associated with tanks, used for the management of Hazardous Materials, and no abandoned underground storage tanks at the Real Property or any Facilityof the leaseholds existing under the Real Property Leases.
(f) None of the SBC Companies is subject to any Environmental Claims, in violation and no Environmental Claims have been threatened against any of applicable the SBC Companies nor, to the best of the knowledge of the Company, is there any basis for any such 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)Claims.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any Except as set forth in Section 4.10 of the Facilities SSA Disclosure Schedules and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or (ii) except for matters that would not have a material reasonably be expected to result in an adverse effect on the Facilities or the business Marketing Business in excess of the Seller operated thereon, to the Seller's knowledge Threshold Amount:
(a) neither the Facilities nor Marketing Business is, and for the Seller's operation thereof is past five years has been, in violation of any compliance with all applicable 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; Laws;
(b) no underground storage tanks all Environmental Authorizations, if any, required to be obtained or filed by or complied with by SSA under any applicable Environmental Law currently in effect in connection with the Marketing Business as currently conducted, including those relating to Hazardous Substances, have been duly obtained or are now located at any Facility; filed for, and SSA is, and for the past five years has been, in compliance with the terms and conditions of all such Environmental Authorizations;
(c) none to the Knowledge of SSA, Section 4.10(c) of the Facilities SSA Disclosure Schedules sets forth a list and description of all Environmental Conditions of the Marketing Assets, and a description of the Remediation Activity being conducted with respect to such Environmental Conditions as of the date of this Marketing Contribution Agreement (all such listed Environmental Conditions described in Section 4.10(c) of the SSA Disclosure Schedules, including any present or future off-site migration thereof being the “Known Marketing Environmental Conditions”);
(d) Section 4.10(d) of the SSA Disclosure Schedules sets forth a list of all Consent Decrees pertaining to Environmental Conditions of the Marketing Assets (the “Existing Marketing Soil & Groundwater Consent Decrees”), and SSA has provided or made available to NTI (on behalf of NT Retail) copies of all material correspondence and documents prepared or submitted in connection with these Existing Marketing Soil & Groundwater Consent Decrees or in connection with Remediation Activities required pursuant to these Existing Marketing Soil & Groundwater Consent Decrees, and SSA is now in compliance with these Existing Marketing Soil & Groundwater Consent Decrees;
(e) Section 4.10(e) of the SSA Disclosure Schedules sets forth a list of all Consent Decrees pertaining to the Marketing Business or ever has been used for industrial purposes or for the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastes, or other toxic substancesMarketing Assets, except for the Existing Marketing Soil & Groundwater Consent Decrees (the “Existing Marketing Consent Decrees”), and SSA has provided or made available to NTI (on behalf of NT Retail) copies of all material correspondence and documents prepared or submitted in connection with these Existing Marketing Consent Decrees or in connection with Remediation Activities required pursuant to these Existing Marketing Consent Decrees, and SSA is in compliance with these Existing Marketing Consent Decrees;
(f) with respect to the underground storage and disposal tanks (“USTs”) located on or under the Marketing Assets: (A) a description of such wastes and materials USTs is set forth in the ordinary course Section 4.10(f) of the business of SSA Disclosure Schedules, (B) any other USTs previously located on or under the Facilities Marketing Assets which have been removed since November 1, 2005 have been removed in accordance with all applicable Environmental LawsLaws as in effect at the time of such removal, nor (C) SSA has any Facility ever been listed by any federalsubmitted all registrations, where applicable, for the USTs located on the Marketing Assets, and has complied with and, except as set forth in Section 4.10(f) of the SSA Disclosure Schedules, is currently in compliance with all applicable Environmental Laws necessary to establish eligibility for, reimbursement from, funding under, or otherwise participate in and benefit from one of the state or county agency or federal UST funds where applicable, (D) all governmental official as containing any oil, hazardous or toxic wastes or materials, chemical wastes, or other toxic substancesfees and charges due in connection with the ownership and operation of the USTs and their associated piping and equipment (“UST Systems”) have been paid in full, and (dE) no hazardous substances or toxic wastes the UST Systems comply in all material respects and have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, operated in or on any Facility or any portion thereof, from any source whatsoever, or are now located at any Facility, compliance in violation of all material respects with all applicable Environmental Laws pertaining to USTs;
(includingg) there are no pending or, without limitationto the Knowledge of SSA, asbestosthreatened Environmental Claim relating to the Marketing Business or the Marketing Assets, radonother than those asserted by Governmental Authorities relating to the Known Marketing Environmental Conditions; and
(h) SSA has provided or made available to NTI (on behalf of NT Retail) copies of all reports in SSA’s possession or control reflecting Known Marketing Environmental Conditions, oil and any reports, documents or other petroleum productscorrespondence reflecting any existing Environmental Noncompliances, PCBs and urea formaldehyde). Prior any Environmental Noncompliances that may have occurred in the last five years relating to Closing, Magellan agrees to notify the Purchaser promptly of any fact of which Marketing Assets and/or 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)Marketing Business.
Appears in 1 contract
Sources: Contribution Agreement (Northern Tier Energy, Inc.)
Environmental. As used herein(a) All Environmental Permits held by the Acquired Companies are identified on Schedule 5.16(a) of the Acquired Companies Disclosure Letter. Except as set forth on Schedule 5.16(a) of the Acquired Companies Disclosure Letter, (i) each Acquired Company holds all Environmental Permits required for the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order occupation of its facilities and the operation if its business and (ii) such Environmental Permits are in full force and effect and the current operations of the facilities do not provide a basis for revocation or material determination suspension of any governmental authority Environmental Permit.
(b) Except as set forth on Schedule 5.16(b) of the Acquired Companies Disclosure Letter, each Acquired Company is in all material respects in compliance with all provisions of all applicable (i) Environmental Permits and (ii) Environmental Laws.
(c) Except as set forth on Schedule 5.16(c) of the Acquired Companies Disclosure Letter, no Acquired Company has, either expressly or agency affecting 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, including any obligation for Remedial Action.
(d) No Acquired Company or Affiliate has received any Environmental Claim against the Acquired Companies that remains not finally resolved as of the date hereof, including but not limited to any Environmental Claim that pertains or relates to any Liabilities or obligation of any Acquired Company for Remedial Actions under any applicable Environmental Law.
(e) Except as listed in Schedule 5.16(e) of the Acquired Companies Disclosure Letter, to the Knowledge of the Acquired Companies there are no Hazardous Materials present in or on the soil, sediments, surface water or ground water on, under or from or migrating from any of the Facilities and pertaining properties currently owned or operated by the Acquired Companies or, to health the Knowledge of the Acquired Companies, previously owned or operated by the environmentAcquired Companies, including, but not limited to, the Comprehensive in concentrations that would give rise to an obligation to conduct a Remedial Action pursuant to Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Laws.
(f) Except as listed on Schedule 5.16(f) of the Acquired Companies Disclosure Letter, none of the following exists at any property or facility owned or operated by the Acquired Companies: (i) disclosed under or above-ground storage tanks, (ii) asbestos containing material in any of the environmental reports comprising a part of the Seller's Deliveries form or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writingcondition, or (iiiii) would not have a material adverse effect materials or equipment containing polychlorinated biphenyls.
(g) Except as set forth on the Facilities or the business Schedule 5.16(g) of the Seller operated thereonAcquired Companies Disclosure Letter, to the Knowledge of the Acquired Companies and each Madison Group Seller's knowledge , Champlain, Ardia, B28, and 2 Under, no facts, circumstances or conditions exist with respect to any Acquired Company or any property currently or formerly owned, operated or leased by any Acquired Company or any property to which any Acquired Company arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in any Acquired Company incurring material unbudgeted Environmental Costs and Liabilities.
(ah) neither There are no current investigations by any Governmental Entity of the Facilities nor business or operations, or to the Seller's operation thereof is in violation Knowledge of the Acquired Companies, of any previously owned, operated or leased property of any Acquired Company pending, or to the Knowledge of the Acquired Companies, threatened, that could lead to the imposition of any Environmental Law Costs and Liabilities or is subject to any pending or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations Liens 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 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 or toxic 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 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 Seller has provided Buyer with copies of Phase I environmental assessments of certain Real Property sites as shown on Schedule 1.1(c), if 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 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 or toxic 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 formaldehydeeach a “Phase I”). Prior to Closing, Magellan agrees Buyer may, in its sole discretion and at its sole expense, upon reasonable notice to notify Seller and at times reasonably acceptable to Seller, obtain environmental assessments from the Purchaser promptly P▇▇▇▇ Firm of any fact of Owned Real Property and any Real Property Leases which are ground leases (subject to any necessary landlord consent), and if the P▇▇▇▇ Firm then recommends or advises further investigation or testing, Buyer may, at its expense, upon reasonable notice to Seller acquires actual knowledge which would cause this representation and at times reasonably acceptable to become false and Seller, obtain further environmental assessments (collectively, the “Buyer Environmental Assessments”), subject to any necessary landlord consent. Completion of any Buyer Environmental Assessment is not a condition to Closing.
(b) If any Phase I, Buyer Environmental Assessment or any item set forth on Schedule 1.1(c) identifies a condition that requires remediation in order for the Station to operate in compliance with all applicable Environmental Laws in all material respects, then, except as set forth below, Seller shall use commercially reasonable efforts to remediate such condition in all material respects, and if such remediation is not completed prior to Closing, then the parties shall proceed to Closing and, as Buyer’s sole remedy, the Purchase Price shall be decreased by an amount equal to the reasonably estimated unpaid costs of completing such remediation, and notwithstanding anything to the contrary in this Agreement, such condition shall be deemed an Assumed Obligation with no representation, warranty or covenant made by Seller with respect thereto.
(c) Notwithstanding anything herein to the contrary, if at any time such condition exists and the reasonably estimated cost to remedy all such conditions exceeds $350,000, then Seller may terminate this Agreement upon written notice to Buyer; provided, however, that if Seller elects to terminate by written notice to Buyer, Buyer shall have the right, exercisable within ten (10) business days of the date of termination, to cancel such termination by giving written notice to Seller receives regarding that Buyer accepts the matters set forth obligation to remediate such conditions after Closing and releases Seller from all representations, obligations and liability to Buyer with respect thereto. In such event, the Purchase Price shall be decreased by an amount equal to the reasonably estimated unpaid costs of completing such remediation up to $350,000 less all remediation costs paid by Seller. Notwithstanding anything to the contrary in this subsection Agreement, all of Seller’s claims against, and rights of recovery from, third-parties in respect of any remediation costs paid by Seller (t)including without limitation insurance claims and proceeds) are Excluded Assets.
Appears in 1 contract
Sources: Asset Purchase Agreement (Emmis Communications Corp)
Environmental. As used hereinTo the best of W&R, the term "ENVIRONMENTAL LAW" means Stanford and AST’s knowledge, all operations of AST have been conducted, and are now, in compliance with all Environmental Laws. AST is not subject to:
(i) any lawproceeding, statute, ordinance, rule, regulationapplication, order or material determination directive which relates to environmental health or safety matters, and which may require any Material work, repairs, construction or expenditures;
(ii) any demand or notice with respect to the breach of any governmental authority Environmental Laws applicable to AST;
(iii) none of the real properties currently or, formerly owned, leased or agency affecting used by AST (such property, the “AST Real Properties”): (A) has never been used by any Person as a waste disposal site or as a licensed landfill, or (B) has ever had asbestos, asbestos-containing minerals, PCBs, radioactive substances or aboveground or underground storage systems, active or abandoned, located on, at or under them;
(iv) no properties adjacent to any of the Facilities and pertaining AST Real Property are contaminated where such contamination could, if it migrated to a AST Real Property, have a Material Adverse Effect on that AST Real Property;
(v) AST has not transported, removed or disposed of any waste to a location outside of the U.S.;
(vi) there are no contaminants located in the ground or in groundwater under any of the AST Real Properties;
(vii) AST has not been required by any governmental entity to: (A) alter any of the AST Real Properties in a Material way in order to be in compliance with environmental laws or regulations, or (B) perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, about, or in connection with any AST Real Property;
(viii) AST is not aware of, or is subject to: (A) any proceeding, application, order or directive which relates to environmental health or safety matters, and which may require any work, repairs, construction or expenditures, or (B) any demand or notice with respect to the environmentbreach of any environmental laws or regulations applicable to AST;
(ix) AST has obtained all Material licenses which are required under applicable Environmental Laws in connection with the conduct of the business or operations of AST. Each of such licenses is in full force and effect and AST is in compliance in all Material respects with the terms and conditions of all such licenses and with any applicable Environmental Law. In addition:
(A) No order has been issued, includingno environmental Claim has been filed, but no penalty has been assessed and no investigation or review is pending or, to the knowledge of AST, threatened by any governmental or regulatory authority with respect to any alleged failure by AST to have any license required under applicable Environmental Laws in connection with the conduct of their business or operations of AST or with respect to any generation, treatment, storage, recycling, transportation, discharge, disposal or release of any Hazardous Material generated by AST, and to the knowledge of the AST Parties, there are no facts or circumstances in existence, which could reasonably be expected to form the basis for any such order, environmental Claim, penalty, investigation or review.
(B) AST does not limited toown, operate or lease a treatment, storage or disposal facility requiring a permit under the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the U.S. Resource Conservation and Recovery Act of 1986. Except Act, as amended, or under any comparable foreign Law; and, without limiting the foregoing, (i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries no polychlorinated biphenyl is or otherwise obtained by the Purchaserhas been present, or as otherwise disclosed by Magellan to the Purchaser in writing, or (ii) would not have no asbestos or asbestos-containing material is or has been present, (iii) there are no underground storage tanks or surface impoundments for Hazardous Materials, active or abandoned, and (iv) no Hazardous Material has been released in a material adverse effect on the Facilities quantity reportable under, 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 of, any Environmental Law or is subject otherwise released, in the cases of clauses (i) through (iv), at, on or under any site or facility now or previously owned, operated or leased by AST.
(C) AST has not transported or arranged for the transportation of any Hazardous Material to any pending location that is (i) listed on the NPL under CERCLA, (ii) listed for possible inclusion on the NPL by the Environmental Protection Agency in CERCLIS or threatened litigation on any similar state or inquiry local list or (iii) the subject of enforcement actions by any governmental authority non-U.S. 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 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 U.S. federal, state or county agency local governmental or governmental official as containing any oilregulatory authorities that may lead to environmental Claims against AST.
(D) No Hazardous Material generated by AST has been recycled, hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, and (d) no hazardous substances or toxic wastes have been handled, packaged, generated, manufactured, released, removedtreated, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in released by AST at any location.
(E) No written notification of a release of a Hazardous Material has been filed by or on any Facility behalf of AST and no site or facility now or previously owned, operated or leased by AST is listed or proposed for listing on the NPL, CERCLIS or any portion thereofsimilar state or local list of sites requiring investigation or clean-up.
(F) There have been no environmental investigations, from any source whatsoeverstudies, audits, tests, reviews or other analyses conducted by, or that are in the possession of, AST in relation to any site or facility now located at any Facilityor previously owned, in violation operated or leased by AST which have not been delivered to eLandia prior to the execution 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)Agreement.
Appears in 1 contract
Sources: Merger Agreement (Elandia, Inc.)
Environmental. As used hereinExcept as described in Schedule 4.19:
(1) Holdco, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 Company and the Resource Conservation Subsidiaries have complied and Recovery Act of 1986. Except as (i) disclosed are in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or (ii) compliance with all applicable Environmental Laws other than violations which would not have a material adverse effect on the Facilities Material Adverse Effect and there is no past or the business of the Seller operated thereonpresent fact, condition or circumstance that, to the Seller's knowledge Vendors' knowledge, could result in any liability of Holdco, the Company or any of the Subsidiaries under any applicable Environmental Laws which would have a Material Adverse Effect;
(a2) neither Holdco, the Facilities nor Company and the Seller's Subsidiaries have obtained all material Environmental Permits required for the operation thereof of the Business, all of which are described in section (b) of Schedule 4.19. Each such Environmental Permit is valid, subsisting and in good standing and none of Holdco, the Company or any of the Subsidiaries is in violation default or breach of any Environmental Law Permit, other than defaults or breaches that would not have a Material Adverse Effect, and no proceeding is subject pending or, to the Vendors' knowledge, threatened to revoke, amend or limit any pending material Environmental Permit;
(3) none of Holdco, the Company or threatened litigation any of the Subsidiaries has used or inquiry by permitted to be used any governmental authority of its past or present properties (including the Real Property and the Leased Property) or facilities to generate, use, dispose of or handle any remedial action material quantities of Hazardous Substance except in compliance with Environmental Laws or obligations under where non-compliance would not have a Material Adverse Effect;
(4) none of Holdco, the Company or any of the Subsidiaries has received in the three years preceding the date hereof any written notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Law; . In the ten years preceding the date of this Agreement: (b) no underground storage tanks have been or are now located at any Facility; (ci) none of Holdco, the Facilities is now Company or ever any of the Subsidiaries has been used required to pay any amount, whether in respect of a fine, penalty, damages or otherwise, in respect of any proceeding or prosecution for industrial purposes or for allegation of non-compliance with any Environmental Law, (ii) there have been no orders or directions of Environmental Authorities communicated in writing to Holdco, the storageCompany or any of the Subsidiaries relating to environmental matters requiring any work, treatment repairs, construction or disposal capital expenditures to be made with respect to the Business or any property of hazardous the Company or toxic wastes any of the Subsidiaries and (iii) none of Holdco, the Company or materialsany of the Subsidiaries has made any material expenditure to remediate any contamination caused by the release into the environment of any Hazardous Substance;
(5) except in compliance with Environmental Laws or as would not have a Material Adverse Effect, chemical wastesnone of Holdco, the Company or any of the Subsidiaries has caused, allowed or permitted, or has any knowledge of, the release into the environment, in any manner whatsoever, or the presence of any Hazardous Substance on, under, around or from any of its past or present properties (including the Real Property and the Leased Property), assets or facilities. All Hazardous Substances used in whole or in part by Holdco, the Company or any of the Subsidiaries or resulting from the Business have been disposed of, treated and stored in compliance with all Environmental Laws, other toxic substancesthan for violations that would not have a Material Adverse Effect. Section (e) of Schedule 4.19 identifies, to the knowledge of the Vendors, all of the locations where Hazardous Substances used in whole or in part by Holdco, the Company or any of the Subsidiaries are being stored or disposed of. No Hazardous Substances used in whole or in part by Holdco, the Company or any of the Subsidiaries has been disposed of at any location in the United States other than as identified in section (e) of Schedule 4.19;
(6) there is no requirement to make any filing with, give any notice to or obtain any Environmental Permit as a condition to the lawful consummation of the transactions contemplated by this Agreement, except for the storage and disposal those requirements described in section (f) 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 or toxic 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)Schedule 4.
Appears in 1 contract
Sources: Share Purchase Agreement (First Union Real Estate Equity & Mortgage Investments)
Environmental. As used herein(a) The Vendor, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any in respect of the Facilities Purchased Assets, has been and pertaining is in compliance with all applicable federal, provincial municipal and local laws, statutes, ordinances, bylaws and regulations, and orders, directives and decisions rendered by any ministry department or administrative or regulatory agency relating to health or the protection of the environment, includingoccupational health and safety or the manufacture, but not limited toprocessing, the Comprehensive distribution, use, treatment, storage, disposal, release, discharge, spill, emission, transport or handling of any pollutants, contaminants, chemicals or industrial toxic, corrosive or hazardous wastes or substances (“Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (iLaws”) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or (ii) except where such non-compliance would not have a material adverse effect Material Adverse Effect on the Facilities Purchased Assets or their operation. Except as disclosed in the business Vendor Disclosure Letter, the Vendor has never received any notice of the Seller operated thereonand to its knowledge has never been investigated or suspected of, to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation of received 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 hazardous or toxic wastes or materials, chemical wastescorrespondence related to, or other toxic substances, except been prosecuted for the storage and disposal of such wastes and materials in the ordinary course of the business of the Facilities in accordance non-compliance with applicable any Environmental Laws, nor has the Vendor settled any Facility ever been listed by allegation of non-compliance.
(b) The Vendor has obtained all licences, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the “Environmental Permits”) required for the operation of the Purchased Assets as of Closing Date.
(c) The Vendor has not received from any Governmental Authority any notice that the Vendor is potentially responsible for a federal, provincial, municipal or local clean-up site or corrective action under any Environmental Laws in connection with the Purchased Assets and the Vendor is not aware of any grounds for which such a notice may be given to it. The Vendor, in connection with the Purchased Assets, has not received any request for information in connection with any federal, state provincial, municipal or county agency or governmental official local inquiries as containing any oil, hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, and to disposal sites.
(d) no hazardous substances or toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, The Vendor has disclosed 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 the Vendor Disclosure Letter and urea formaldehyde). Prior has delivered to Closing, Magellan agrees to notify the Purchaser promptly a true and complete copy of any fact all environmental audits, evaluations, assessments, studies or tests relating to the Lands or Purchased Assets that were commissioned by or for the Vendor or that are in the possession or control of the Vendor, 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)it is aware.
Appears in 1 contract
Environmental. As used hereinTo the best of the Vendors' knowledge and belief after due inquiry of the Corporation's senior Quebec City employee, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (with due inquiry for purposes of Section 3.34 being reviewing with them the questions in Exhibit 3.34) but excluding any information disclosed by the Purchaser's environmental review:
(a) except as described in Schedule 3.34 of the Company Disclosure Schedule, the term Corporation, the Business, the Real Property, and all the Corporation's operations have been and are in compliance with all applicable Environmental Laws;
(b) the Corporation has all licences, permits, approvals, consents, certificates, registrations and other authorizations required under Environmental Laws (the "ENVIRONMENTAL LAW" means any lawEnvironmental Permits") for the operation of the Business, statuteall of which are described in Schedule 3.34 of the Company Disclosure Schedule.
(c) each Environmental Permit is valid, ordinancesubsisting and in good standing, rule, regulation, order and the Corporation is not in default or material determination breach of any governmental authority Environmental Permit, and no proceeding is pending or agency affecting threatened and no grounds exist to revoke or limit any Environmental Permit;
(d) the Corporation has not used or permitted to be used, except in compliance with all Environmental Laws, any of its properties (including the Facilities Real Property and pertaining the Leased Property) or facilities or any property or facility which it previously owned or leased, to health generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;
(e) no underground storage tanks are or have been located on the Real Property or the environmentLeased Property;
(f) the Corporation has not received any notice of, includingor been prosecuted for, but not limited tonon-compliance with any Environmental Laws, and neither the Vendors nor the Corporation has settled any allegation of non-compliance prior to prosecution.
(g) there are no notices, orders or directions relating to environmental matters requiring, or notifying the Vendors, the Comprehensive Corporation or the Subsidiaries that it is or may be responsible for, any containment, clean-up, remediation or corrective action or any work, repairs, construction or capital expenditures to be made under Environmental ResponseLaws with respect to the Business or any property of the Corporation or the Subsidiaries;
(h) the Corporation has not caused or permitted, Compensation and Liability Act nor has there been any, release, emission, spill or discharge, in any manner whatsoever, of 1982 any Hazardous Substance on, in, around, from or in connection with any of its properties (including the Real Property and the Resource Conservation and Recovery Act of 1986. Except as Leased Property) or assets or their use, or any property or facility which it previously owned or leased, or any such release on or from a facility owned or operated by any third party but with respect to which the Corporation is or may reasonably be alleged to have liability;
(i) disclosed all Hazardous Substances and all other wastes and other materials and substances used in any of the environmental reports comprising a whole or in part of the Seller's Deliveries or otherwise obtained by the PurchaserCorporation or resulting from the Business have been disposed of, or as otherwise disclosed treated and stored by Magellan the Corporation in compliance with all Environmental Laws;
(j) the Vendors have delivered to the Purchaser in writingtrue and complete copies of all environmental audits, evaluations, assessments, studies or (ii) would not have a material adverse effect on tests relating to the Facilities Corporation, the Business, the Real Property and their use which are or with reasonable efforts could be within the business possession or control of the Seller operated thereonVendors; and
(k) there are no past or present actions, to activities, circumstances, conditions, events or incidents involving the Seller's knowledge (a) neither Corporation that could form the Facilities nor the Seller's operation thereof is in basis of any claim for violation of any Environmental Law against the Corporation or is subject to against any pending person or threatened litigation entity whose liability for any such violation the Corporation has or inquiry may have retained or assumed either contractually or 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 operation of the Facilities is now or ever has been used for industrial purposes or for the storage, treatment or disposal of 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 or toxic 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)law.
Appears in 1 contract
Sources: Share Purchase Agreement (Hastings Manufacturing Co)
Environmental. As used herein(a) Seller is in compliance in all material respects, and Seller at all times has complied in all material respects, with all Environmental, Health, or Safety Requirements of Law applicable to the Business and the Real Property, including, without limitation, the term "ENVIRONMENTAL LAW" means any lawuse, statutemaintenance, ordinanceand operation of the Real Property and all activities and conduct of business related thereto and the treatment, ruleremediation, regulationremoval, order or material determination transport, storage, and disposal of any governmental authority Contaminant.
(b) Seller has obtained, to the extent required by Environmental, Health, or agency affecting any Safety Requirements of Law, all environmental, health, and safety permits, consents, licenses, and other authorizations (collectively, "EHS Permits") necessary for the operation of the Facilities Business and pertaining the ownership of the Real Property, all such EHS Permits are in good standing, and Seller is currently in compliance with all terms and conditions of such EHS Permits. There are no proceedings pending, or to health the Seller's knowledge, threatened, to cancel, revoke or modify the validity of any such EHS Permit.
(c) Seller is not a party to any judicial or administrative proceeding, notice, order, judgment, decree, settlement, or, to Seller's knowledge, any investigation, alleging in connection with the Business or the environmentReal Property: (i) any violation of any Environmental, Health, or Safety Requirements of Law, (ii) any Remedial Action, or (iii) any claims, liabilities, or costs arising from the Release or threatened Release of any Contaminant.
(d) No Environmental Lien is attached to the Real Property.
(e) Seller has not received any written notice, claim, or other written communication concerning (i) any alleged violation of any Environmental, Health, or Safety Requirements of Law at the Real Property, whether or not corrected to the satisfaction of the appropriate authority, (ii) alleged liability of Seller for Environmental Damages arising out of or related to the Business or the Real Property, or (iii) any alleged liability of Seller arising out of or related to the Business or the Real Property for the Release or threatened Release of a Contaminant at any location. There does not exist any writ, injunction, decree, order, penalty, or judgment outstanding or any lawsuit, enforcement action, proceeding, citation, directive, or summons relating to the condition, use, maintenance, or operation of the Real Property or the actual or suspected presence of any Contaminant(s) on the Real Property or the Release of any Contaminant(s) from the Real Property.
(f) There has been no Release of any Contaminants and, to the knowledge of Seller, there is no threatened Release of any Contaminants at, to, on, or from the Real Property which was or is not in compliance with all Environmental, Health, and Safety Requirements of Law.
(g) The Real Property is not listed or proposed for listing on the National Priorities List ("NPL") pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, as amended ("CERCLA") or listed on the Comprehensive Environmental Response Compensation and Liability Information System List ("CERCLIS") or any similar state list of sites and to Seller's knowledge, there is no condition at the Real Property that, if known to a Governmental Authority, would qualify the Real Property for inclusion on any such list.
(h) Seller has not "disposed" (as such term is defined in the Federal Resource Conservation and Recovery Act ("RCRA")) of any "hazardous waste" (as such term is defined in RCRA) at the Real Property in a manner which is not in compliance with the applicable Environmental, Health, and Safety Requirements of Law.
(i) Seller has not transported or arranged for the transport of any Contaminant to any site in connection with the Business which is not in compliance with the applicable Environmental, Health, and Safety Requirements of Law.
(j) Seller has complied with Environmental Health and Safety Requirements of Law in transporting or arranging for the transport of any Contaminant in connection with the Business to any facility or site for the purpose of treatment or disposal.
(k) There is not constructed, placed, deposited, stored, disposed, or located on the Real Property any asbestos in any form except in compliance with applicable Environmental, Health, or Safety Requirements of Law.
(l) Except for a water sprinkler system located at the Real Property, no underground improvements, including, but not limited to, treatment or storage tanks, sumps, water, gas, separators, or oil ▇▇▇▇▇, or associated piping, but excluding utility-owned underground improvements, are or have ever been located on the Comprehensive Environmental ResponseReal Property.
(m) There is not constructed, Compensation and Liability Act of 1982 and placed, deposited, released, stored, disposed, leaching, or located on the Resource Conservation and Recovery Act of 1986. Except as Real Property any polychlorinated biphenyls (i"PCBs") disclosed in or transformers, capacitors, ballasts, or other equipment that contain dielectric fluid containing PCBs.
(n) Seller has not received any of written notice, claim, or other communication alleging liability on the environmental reports comprising a part of Seller for the 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, Health, or Safety Requirements of Law, for 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 Damages, or for the storage, treatment Release or disposal of 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 or toxic 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 threatened Release of any fact of which Contaminant in connection with 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)Business.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities (A) The Mortgagor represents and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as warrants that:
(i) disclosed in any Mortgagor has obtained all Permits which are necessary with respect to the ownership and lawful operation of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the PurchaserMortgaged Property under any and all applicable Environmental Laws, or as otherwise disclosed by Magellan except to the Purchaser in writing, or (ii) extent that the failure to maintain any such Permit would not have a material adverse effect on Material Adverse Effect;
(ii) Mortgagor is in compliance with all terms and conditions of Environmental Laws, except to the Facilities extent that the failure to comply would not have a Material Adverse Effect;
(iii) To Mortgagor’s knowledge, there are no Hazardous Materials located on, above or below the business surface 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 Mortgaged Property 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 hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for the storage and disposal of such wastes and materials contained in the ordinary course soil or water constituting such Mortgaged Property (except those that are in compliance with all Environmental Laws or where the presence of the business which would not have a Material Adverse Effect);
(iv) To Mortgagor’s knowledge, no material Release of the Facilities Hazardous Materials has occurred on, upon or from such Mortgaged Property which have not been remediated in accordance with applicable Environmental Lawslaw, nor except to the extent the same would not have a Material Adverse Effect;
(v) To Mortgagor’s knowledge, the Mortgaged Property has any Facility ever not been listed used as a landfill or waste disposal site; and
(vi) the Mortgaged Property is being owned, occupied and operated 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 or toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, Mortgagor in or on any Facility or any portion thereof, from any source whatsoever, or are now located at any Facility, in violation of applicable compliance with all Environmental Laws (includingexcept to the extent that the failure to comply would not have a Material Adverse Effect), without limitationthere are no material breaches thereof (except to the extent that any such breach would not have a Material Adverse Effect) and no enforcement actions in respect thereof are pending or, asbestosto Mortgagor’s knowledge, radonthreatened against Mortgagor which, oil in any case, would be reasonably likely to materially and adversely affect Mortgagor’s ability to perform its obligations under the Notes Documents or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify otherwise materially impair the Purchaser promptly value of any fact Mortgaged Property. Notwithstanding the foregoing, Mortgagor makes no representation or warranty in (i) — (vi) above with respect to any matters existing at the Mortgaged Property as of which the Seller acquires actual date(s) of the environmental report(s) delivered to Mortgagee with respect to the Mortgaged Property.
(B) Mortgagor represents and warrants that to its knowledge which would cause this representation no adverse change has occurred with respect to become false and any of any written notice that the Seller receives regarding the matters set forth identified in this subsection (t)the environmental report(s) delivered to Mortgagee with respect to the Mortgaged Property, except for changes which, individually or in the aggregate, would not have a Material Adverse Effect.
Appears in 1 contract
Environmental. As used hereinTo Seller’s Knowledge, during the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order period when the Klamath Northern Stock has been owned by Seller or its Affiliates:
(a) Klamath Northern has been and is in compliance in all material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive respects with all applicable Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as Laws.
(i) disclosed Except for the prudent and safe use and management of Hazardous Substances in any the Ordinary Course of Business, no Hazardous Substance (x) is or, during the environmental reports comprising a part period of the Seller's Deliveries or otherwise obtained by the PurchaserKlamath Northern’s ownership, 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 storageused, treatment or disposal of hazardous or toxic wastes or materialstreated, 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 or toxic wastes have been handled, packagedstored, generated, manufactured, or otherwise handled on or at any KNRC Real Property or (y) during the period of Klamath Northern’s ownership, has otherwise come to be located in, on, or under any KNRC Real Property; (ii) no Hazardous Substances are stored at any KNRC Real Property except in quantities necessary to satisfy reasonably anticipated use; and (iii) no Hazardous Substances have been spilled, released, removed, stored, used, discharged, or discharged in a manner resulting in the Contamination of any KNRC Real Property during the period of Klamath Northern’s ownership.
(c) All wastes generated by Klamath Northern at any KNRC Real Property have been properly transported off site and disposed of , treated, installed, transported or deposited over, beneath, recycled in or compliance in all material respects with all applicable Environmental Laws.
(d) No outstanding Liens (other than Permitted Encumbrances) have been placed on any Facility KNRC Real Property under any Environmental Law.
(e) Neither Seller nor Klamath Northern has received any notice, or is aware, of any pending or Threatened Proceeding with respect to any violation, alleged or proven, of any Environmental Law by Klamath Northern involving any KNRC Real Property, or any portion thereofoperation conducted by Klamath Northern at any KNRC Real Property, from excluding notices or Proceedings relating to matters which have been resolved in accordance with all applicable Legal Requirements and are no longer outstanding.
(f) There are no underground storage tanks at any source whatsoeverKNRC Real Property, including tanks that have been closed in place 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)exempt from regulation.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in on Exhibit 9.24, Vairex has never owned or operated any of the environmental reports comprising a part of the 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 real property except for leased office space:
(a) neither To the Facilities nor Best Knowledge of Vairex, no real property (or the Seller's operation thereof is in violation subsurface soil and the ground water thereunder) now or previously leased by Vairex (the "Leased Premises") either contains any Hazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks;
(b) To the Best Knowledge of Vairex, there has been no generation, transportation, storage, treatment or disposal of any Environmental Law Hazardous Substance on or beneath the Leased Premises, now or in the past;
(c) Vairex is subject to not aware of any pending or threatened litigation or inquiry by proceedings before any governmental authority court or administrative agency in which any person alleges, or threatens to any remedial action allege, the presence, release, threat of release, placement on or obligations under any Environmental Law; (b) no underground storage tanks have been in the Leased Premises, 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 generation, transportation, storage, treatment or disposal at the Leased Premises, of 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 Hazardous Substance;
(d) Vairex has not received any written notice and has no hazardous substances knowledge that any Governmental Authority or toxic wastes any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance;
(e) To the Best Knowledge of Vairex, there have been handledno communications or agreements with any Governmental Authority or agency (federal, packagedstate, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on any Facility local) or any portion thereof, from any source whatsoever, private person or are now located at any Facility, in violation of applicable Environmental Laws entity (including, without limitation, asbestosany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, radonrelease, oil threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. Vairex further agrees and covenants that Vairex will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and
(f) There is no litigation, proceeding, citizen's suit or governmental or other petroleum investigation pending, or, to Vairex's Best Knowledge, threatened, against Vairex, and Vairex knows of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to Vairex's compliance with environmental laws, regulations, rules, guidelines and ordinances. For purposes of this Section 9.24, "Hazardous Substance" shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R. Part 355 and any toxic chemical listed at 40 C.F.R. Part 372), (iii) hazardous wastes and hazardous substances as specified under any California state or local Governmental Requirement governing water pollution, groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or hazardous substances, transportation of hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the beneficial use of, the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. For purposes of this Section 9.24, "Hazardous Substance" shall not mean and shall not include the following, to the extent used normally and required for everyday uses or normal housekeeping or maintenance: (a) fuel oil and natural gas for heating, (b) lubricating, cleaning, coolant and other compounds customarily used in building maintenance, (c) materials routinely used in the day-to-day operations of an office, such as copier toner, (d) consumer products, PCBs (e) material reasonably necessary and urea formaldehyde). Prior to Closingcustomarily used in construction and repair of an office project, 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)f) fertilizers, pesticides and herbicides commonly used for routine office landscaping.
Appears in 1 contract
Sources: Merger Agreement (Guardian Technologies International Inc)
Environmental. As used hereinExcept with respect to matters that (x) either have been fully resolved, provided, in each case, the term "ENVIRONMENTAL LAW" means Company and each Company Subsidiary has no outstanding liability or obligation pending and no liability is reasonably likely to arise in the future related to any lawresolved matter, statute(y) would not reasonably be expected to result in a material liability to the Company or the Company Subsidiaries, ordinancetaken as a whole, ruleor (z) as set forth in Schedule 4.18:
(a) the Company and the Company Subsidiaries are in, regulationand since December 31, order 2015, have been in material compliance with all Environmental Laws applicable to the Company or material determination of any governmental authority their respective use or agency affecting any operation of the Facilities and pertaining to health Real Property;
(b) there has been no Release by the Company or the environmentCompany Subsidiaries at the Real Property or, includingto the Company’s Knowledge, but not limited toat any previously owned, leased or operated real property, in each case, that requires cleanup or remediation by the Comprehensive Company or the Company Subsidiaries or has resulted in material liability to the Company pursuant to any Environmental Response, Compensation and Liability Act of 1982 and Law;
(c) neither the Resource Conservation and Recovery Act of 1986. Except as Company nor the Company Subsidiaries have (i) disclosed in received written notice under the citizen suit provisions of any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the PurchaserEnvironmental Law, or as otherwise disclosed by Magellan to the Purchaser in writing, or (ii) would not have a material adverse effect on the Facilities received any written notice of violation, demand letter, complaint, citation, information request, notice of “potentially responsible party” liability, 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 claim under any Environmental Law or (iii) been subject to or, to the Company’s Knowledge, threatened with any enforcement action by a Governmental Authority with respect to any Environmental Law;
(d) there is subject no Action relating to Environmental Laws or the Release of Hazardous Materials that is pending or, to the Company’s Knowledge, threatened against the Company or the Company Subsidiaries with respect to their respective businesses, the Company, or the Real Property;
(e) the Company has provided all Phase I environmental site assessment reports, Phase II reports, environmental or health or safety audits conducted in the three years preceding the Effective Date, any material documents related to any pending or threatened litigation Action under Environmental Law and any other material documents related to the Company or inquiry by any governmental authority Company Subsidiary’s compliance or to any remedial action or obligations liability 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 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 or toxic 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 the Company’s or any portion thereof, from any source whatsoever, Company Subsidiary’s possession 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)control.
Appears in 1 contract
Sources: Transaction Agreement and Plan of Merger (Sentinel Energy Services Inc.)
Environmental. As used herein(a) Each Acquired Company other than Petrodelta is, and, to Seller’s Knowledge, Petrodelta is, conducting, and has during the term "ENVIRONMENTAL LAW" means any lawpast five (5) years conducted, statuteits business in material compliance with Environmental Law.
(b) Except as is not reasonably expected to have a Material Adverse Effect, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any all Environmental Permits required for the operation of the Facilities and pertaining business of each Acquired Company other than Petrodelta, and, to health or the environmentSeller’s Knowledge, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as Petrodelta:
(i) disclosed have been obtained;
(ii) are in force; and
(iii) have been complied with.
(c) Neither Seller, nor any Acquired Company other than Petrodelta has received any written notice of the environmental reports comprising any civil, criminal, regulatory or administrative action, claim, investigation or other Proceeding or suit relating to Environmental Law or Environmental Permits. To Seller’s Knowledge, (i) Petrodelta has not received any written notice of any civil, criminal, regulatory or administrative action, claim, investigation or other Proceeding or suit relating to Environmental Law or Environmental Permits and (ii) there is no such action, claim, investigation or other Proceeding or suit threatened or pending against any Acquired Company.
(d) None of Seller, any Acquired Company other than Petrodelta, or, to Seller’s Knowledge, Petrodelta, has received written notice that either (i) a part of the Seller's Deliveries Governmental Authority is intending to revoke, suspend, vary or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, limit any Environmental Permits or (ii) would not have a material adverse effect on the Facilities or the business of the Seller operated thereon, any amendment to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation of any Environmental Law or Permit is subject required to any pending or threatened litigation or inquiry enable the continued operation of its business.
(e) There are no Proceedings by any governmental authority Governmental Authority or to other Person pending against any remedial action or obligations Acquired Company other than Petrodelta under any Environmental Law; . To Seller’s Knowledge, (bi) there are no underground storage tanks have been Proceedings by any Governmental Authority or are now located at other Person pending against Petrodelta or (ii) threatened against any Facility; Acquired Company.
(cf) none of the Facilities No Acquired Company other than Petrodelta is now responsible (wholly or ever in part) for any clean up or other corrective action which has been used for industrial purposes assessed or for the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastesordered by any Governmental Authority in relation to any property of, or used by, any Acquired Company or, to Seller’s Knowledge, subject to any investigation or inquiry by a Governmental Authority in relation to the same. To Seller’s Knowledge, Petrodelta is not responsible (wholly or in part) for any clean up or other toxic substancescorrective action which has been assessed or ordered by any Governmental Authority in relation to any property of, except for or used by, any Acquired Company or subject to any investigation or inquiry by a Governmental Authority in relation to the storage and disposal same.
(g) No Acquired Company other than Petrodelta has, and, to Seller’s Knowledge, Petrodelta has not, disposed of such wastes and materials any Hazardous Substance other than in the ordinary course of the business of the Facilities in accordance material compliance with applicable Environmental LawsLaw.
(h) No Acquired Company other than Petrodelta has entered into any Contract, nor has undertaking, warranty or indemnity to assume actual or contingent liability for 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 or toxic 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)environmental matters.
Appears in 1 contract
Sources: Share Purchase Agreement (Harvest Natural Resources, Inc.)
Environmental. As used hereinof the date hereof:
(a) To Seller's knowledge, the term Acquired Companies possess all environmental, health and safety permits, licenses and governmental authorizations (collectively, "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of Environmental Permits") required under Environmental Laws to conduct the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986Business. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 Section 7.19 of the Seller operated thereonDisclosure Schedule lists all material Environmental Permits required to be obtained or filed by any Acquired Company, to or by the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation Seller on behalf 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; Acquired Company.
(b) no underground storage tanks have been or To Seller's knowledge, the Acquired Companies are now located at in compliance with all applicable Environmental Permits and Environmental Laws except for any Facility; (c) none of the Facilities is now or ever non-compliance that has been used corrected prior to the date hereof and for industrial purposes or for the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for the storage and disposal of such wastes and materials any non-compliance arising in the ordinary course of business that can be corrected in the ordinary course of business without material Liability to the Acquired Companies;
(c) To Seller's knowledge, none of the Facilities Acquired Companies has received any written communication from any Person that alleges that an Acquired Company is not in accordance compliance with all applicable Environmental LawsLaws and Environmental Permits except for any non-compliance that has been corrected prior to the date hereof and for any non-compliance arising in the ordinary course of business that can be corrected in the ordinary course of business without material Liability to the Acquired Companies.
(d) There are no Environmental Claims pending, or to Seller's knowledge threatened, against an Acquired Company, in either case arising out of (i) any Site; (ii) any current or former operations of an Acquired Company or their respective predecessors or Affiliates; (iii) third-party consignment warehouses, public warehouses, third-party co-packaging facilities, or tolling facilities utilized by any Acquired Company or their respective predecessors or Affiliates; or (iv) any off-Site location to which Hazardous Materials or materials containing Hazardous Materials were sent for handling, storage, treatment or disposal.
(e) To Seller's knowledge, (a) no Releases of Hazardous Materials have occurred at, from, in, to, on, or under any Site, and (b) no Hazardous Materials are present in, on, about or migrating from any Site, which are reasonably likely to give rise to an Environmental Claim that would result in a material Liability to any Acquired Company.
(f) To Seller's knowledge, neither any Acquired Company, any predecessor of any Acquired Company, nor has any Facility ever been listed entity previously owned by any federalAcquired Company, state has transported or county agency arranged for treatment storage, handling, disposal, or governmental official as containing transportation of any oilHazardous Material to any off-Site location which is reasonably likely to result in an Environmental Claim against any Acquired Company.
(g) To Seller's knowledge, hazardous there have been no third-party audits of environmental conditions conducted by, on behalf of, or toxic wastes which are in the possession of the Company with respect to any Site which have not been made available or materialsdelivered to Buyer prior to execution of this Agreement.
(h) (i) "Environmental Claims" means all civil and criminal, chemical wastesadministrative, regulatory or judicial actions, suits, demand, demand letters, directives, claims, liens investigations, requests for information, proceedings, notices of noncompliance or violation, or other toxic substancescommunication (in each case in writing) by any Person, and including any citizens' group, alleging noncompliance, violation or potential liability (dincluding potential responsibility or liability for costs of enforcement, 66 investigation, cleanup, governmental response, removal or remediation, for natural resources damages, property damage, personal injuries, fines, penalties or for contribution, indemnification, cost recovery, compensation or injunctive relief) no hazardous substances or toxic 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 whatsoeverarising out of, or are now located at any Facilityrelated to (x) the presence, in violation of applicable Environmental Laws (including, without limitation, asbestos, radon, oil Release or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify the Purchaser promptly threatened Release of any fact of which Hazardous Materials, or (y) circumstances forming the Seller acquires actual knowledge which would cause this representation to become false and basis of any written notice that the Seller receives regarding the matters set forth in this subsection (t)violation or alleged violation of, or liability under, any Environmental Law or Environmental Permit.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed described in any of the environmental reports comprising a part of the 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 Schedule 3.27:
(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 Vendors nor the Corporation have received any notice of non-compliance with or remediation obligation under Environmental Laws that would have a Material Adverse Consequence to the Business;
(b) the Corporation has not received any written notice alleging that any of the buildings on the Leased Real Property constitute a nuisance or trespass;
(c) the Corporation has not received any written notice of any non-compliance by the Business from any Governmental Entity issued pursuant to any Environmental Laws which remain outstanding;
(d) none of the Northridge Assets and Woodhurst Assets nor any other real or immovable property at any time owned the Corporation is now listed on the federal CERCLIS or ever National Priorities List;
(e) to the knowledge of the Vendors there are no underground tanks or containers or piping connected thereto located on, buried in, or which have been previously removed by the Corporation from the Leased Real Property;
(f) Hazardous Materials used in the Business are used, documented, stored, treated, transported and disposed of by the Corporation in compliance with all Environmental Laws in all material respects;
(g) during the Corporation's possession of the Leased Real Property, none of the Leased Real Property is or has been used for industrial purposes or for the storagea hazardous treatment, treatment storage or disposal facility as such terms are defined for purposes of hazardous RCRA or toxic wastes applicable state law;
(h) the Corporation has not received any written notice under Section 104(e) or materials, chemical wastesorder under Section 106 of CERCLA, or other toxic substances, except for the storage and disposal under similar provisions 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 a federal, state or county agency local law, with respect to potential liability for off-site disposal of Hazardous Materials. The Purchaser acknowledges that the Vendors have provided to the Purchaser a copy of all environmental audits or governmental official as containing studies conducted by, on behalf or at the request of the Corporation;
(i) to the knowledge of the Vendors all buildings and other structures located on the Leased Real Property do not contain any oil, hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, and (d) no hazardous substances or toxic 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, Hazardous Materials in violation of applicable Environmental Laws Laws;
(including, without limitation, asbestos, radon, oil or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify j) the Purchaser promptly of any fact of which the Seller acquires actual knowledge which would cause this representation to become false and of Corporation has not received any written notice that of any non-compliance by the Seller receives regarding Business under the matters set forth in this subsection Americans with Disabilities Act; and
(t)k) the Corporation has filed all reports and maintained all material records required by the Occupational Safety and Health Act of 1970.
Appears in 1 contract
Environmental. As used hereinNotwithstanding anything to the contrary in this Agreement, the term "ENVIRONMENTAL LAW" means representations and warranties set forth in this Section 4.1 are the exclusive ----------- representations and warranties of Parent and Company concerning any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive all Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986Matters. Except as (i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan Subject to the Purchaser in writingCompany Disclosure Memorandum, or (ii) would not have a material adverse effect Parent and Company, jointly and severally, represent and warrant to Buyer and MedSource that, on the Facilities or the business of the Seller operated thereon, to the Seller's knowledge Closing Date:
(a) neither The Company has obtained all material Environmental Permits, including air permits, necessary for the Facilities nor operation of the Seller's operation thereof Business. All such material Environmental Permits are set forth on the Company Disclosure Memorandum. All such Environmental Permits that have been obtained are and on the Closing Date will be in full force and effect and no action to revoke any of them is pending. The Company is in violation compliance in all material respects with all terms and conditions of any such Environmental Law or is subject Permits, and to any pending or threatened litigation or inquiry by any governmental authority Parent's Knowledge or to any remedial action or obligations under any Company's Knowledge, since 1992 has substantially complied in all material respects with the terms of all such Environmental Law; Permits.
(b) Neither Parent nor Company has received any Environmental Notice from any Governmental Authority seeking any information or alleging any violation of Environmental Laws, any Environmental Conditions or any Environmental Compliance Liability that could lead to Environmental Liability against the Company exceeding the De Minimis Amount.
(c) Since 1992, there are no past or pending or, to Parent's Knowledge or Company's Knowledge, threatened Environmental Claims against the Company or, with respect to the Business, the Company or the Transferred Assets. Since 1992, neither the Parent nor the Company has received notice of any facts or circumstances which would form the basis for any Environmental Claim against the Company.
(d) Since 1992, to Parent's Knowledge or Company's Knowledge, there has been no Release of a Hazardous Substance at, from or on the Leased Premises that could give rise to an Environmental Claim against the Company.
(e) Other than as set forth in the Company Disclosure Memorandum, there have been no environmental investigations, studies, audits, test, reviews or other analyses (which have been reduced to writing) conducted by, on behalf, or are in the possession, of Company with respect to the Leased Premises that have not been delivered to Buyer prior to the execution of this Agreement.
(f) To Parent's Knowledge or to Company's Knowledge, other than as set forth in the Company Disclosure Memorandum, there are no underground storage tanks have been or are now located at any Facility; (c) none of on the Facilities is now or ever has been used for industrial purposes or for Leased Premises. Notwithstanding anything to the storage, treatment or disposal of 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 or toxic 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 contrary in this subsection (t)Section 4.1, neither ----------- Parent nor Company make any representations or warranties regarding Environmental Matters from and after the Closing Date.
Appears in 1 contract
Sources: Asset Purchase Agreement (Medsource Technologies Inc)
Environmental. As used hereinTo the best knowledge of Seller, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any Seller has conducted and is conducting its businesses in compliance with all Environmental Laws and none of the Facilities and pertaining to health operations of Seller is the subject of federal, state or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 local investigation evaluating whether any remedial action or obligations is needed to respond to a release of any Hazardous Substance into the environment. Seller has not (and no other Person has) filed any notice 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 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 local law indicating that Seller is responsible for the release into the environment or governmental official as containing the improper storage of any oil, hazardous or toxic wastes or materials, chemical wastesamount of any Hazardous Substance, or other toxic substancesthat any such Hazardous Substance has been released or is improperly stored upon any owned, and (d) operated or leased property of Seller. Other than as set forth in the Dallas County Office Lease, to the best knowledge of Seller, Seller has no hazardous substances liability or toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, contingent liability in or on connection with any Facility or any portion thereof, from any source whatsoever, or are now located at any Facility, in violation of applicable Environmental Laws (or in connection with the release or threatened release into the environment or the improper storage of any Hazardous Substance. All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operations of Seller, including, without limitation, asbestospresent or past treatment, radonstorage, oil disposal or release of a Hazardous Substance into the environment, have been duly obtained or filed, and Seller is in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations. There has been no release or threatened release of any Hazardous Substances on or to any of the owned, operated or leased properties or assets of Seller that either (a) is not in compliance with Environmental Laws or (b) could create an obligation or liability of Seller under Environmental Laws, and there are no storage tanks or other petroleum productscontainers on or under any of the owned, PCBs operated or leased properties or assets of Seller from which any Hazardous Substances may be released into the surrounding environment. No claims are pending or threatened by third parties against Seller alleging liability for exposure to a Hazardous Substance and urea formaldehyde)there have been no environmental investigations, studies, audits, reviews or other analyses conducted by or which are in the possession of Seller regarding any facility or property owned, operated or leased by Seller which have not been delivered to Purchaser. Prior Notwithstanding the foregoing, to Closingthe knowledge of Seller, Magellan agrees except as otherwise disclosed to notify Purchaser in writing, there are no Hazardous Substances now on or previously existing on the Acquired Property, nor are there now or have there every been any above or below ground storage tanks. Purchaser promptly understands that Seller has undertaken no investigation or testing nor made any other effort with regard to determining the existence of Hazardous Substances on the Acquired Property. Notwithstanding the foregoing, to the knowledge of Seller, no aspect or condition of the Acquired Property violates any applicable laws, rules, regulations, codes, or covenants, conditions or restrictions, nor does the Acquired Property have any structural or latent defects, nor have any improvements or alterations been made to the Acquired Property without a permit where one was required, nor is there any unfulfilled order directive of any fact applicable governmental agency or casualty insurance company that any work of which investigation remediation, repair, maintenance or improvement required to be performed on 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)Acquired Property.
Appears in 1 contract
Environmental. As used herein16.1 So far as the Seller is aware, the term "ENVIRONMENTAL LAW" means Sale Group currently complies with all Environmental Laws in all material respects insofar as they relate to the Business and, so far as the Seller is aware, has so complied during the Relevant Period.
16.2 Copies of material Environmental Approvals (excluding for the avoidance of doubt any lawapprovals, statuteconsents or the permissions required under the Electricity Act 1989) held by the members of the Sale Group necessary for the carrying on of the Business as now carried on (“Environmental Approvals”) and commissioned during the Relevant Period are attached to the Disclosure Letter. So far as the Seller is aware, ordinanceall such Current Environmental Approvals are in full force and effect and are being complied with in all material respects.
16.3 So far as the Seller is aware, ruleall Environmental Approvals (excluding for the avoidance of doubt any approvals, regulation, order consents or material determination permissions required under the Electricity Act 1989) necessary for the Business as now carried on have been obtained. No member of the Sale Group has received any written notice during the Relevant Period which is still outstanding from any third party (including any Competent Authority) nor is the Seller aware of any governmental authority facts or agency affecting circumstance:
16.3.1 indicating that there are investigations, enquiries or proceedings outstanding or pending against any member of the Facilities and pertaining Sale Group that are likely to health result in the suspension, cancellation, refusal, variation, amendment or revocation of any Current Environmental Approval;
16.3.2 alleging or claiming that any member of the environmentSale Group will be liable under Environmental Law to undertake or pay for any material remediation including any material remediation required to be undertaken at or in the vicinity of the Property; and/or
16.3.3 indicating that any litigation or arbitration, includingadministrative, but not limited to, regulatory or criminal proceedings as are described in paragraph 16.4 are pending or threatened against the Comprehensive Environmental Response, Compensation and Liability Act Sale Group or that such proceedings are likely to be brought against the Sale Group.
16.4 No member of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed Sale Group is engaged in any of the environmental reports comprising a part of the Seller's Deliveries litigation or otherwise obtained by the Purchaserarbitration, administrative, regulatory, or criminal proceedings involving any liability arising under or pursuant to any Environmental Law, whether as otherwise disclosed by Magellan plaintiff, defendant or otherwise.
16.5 There are no material environmental audit reports or any material environmental assessments relating to the Purchaser in writing, or (ii) would not have a material adverse effect on the Facilities or the assets and business of the Seller operated thereon, Sale Group prepared in the last twelve (12) months other than those which have been supplied in the Data Room or are attached to the Seller's knowledge Disclosure Letter.
16.6 So far as the Seller is aware, no physical works or physical upgrades to the Facility (aother than as provided for in the Accounts or Completion Balance Sheet) neither are reasonably anticipated in the Facilities nor the Seller's operation thereof is next 15 months in violation of order to comply with Environmental Laws or to maintain or obtain 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 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 or toxic 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)Approval.
Appears in 1 contract
Environmental. As used herein(a) Each Acquired Company (including any current or former Subsidiaries) is, and for the term "ENVIRONMENTAL LAW" means any lawprior three (3) years (except, statuteas to former Subsidiaries, ordinanceonly while owned by either Acquired Company) has been, rulein material compliance with all applicable Environmental Laws. Each Acquired Company possesses all Permits necessary for the conduct of the Business by it and for the ownership, regulationuse, order and operation of its Assets under Environmental Laws; such Permits are valid and in full force and effect; each Acquired Company is, and for the prior three (3) years has been, in material compliance with all such Permits, and to the Company’s Knowledge, there is no Action pending or material determination threatened that seeks the revocation, cancellation, suspension or adverse modification of any governmental authority or agency affecting such Permit. Neither Acquired Company (nor any of their current Subsidiaries or former Subsidiaries while owned by either Acquired Company) has received any written notice, demand, request for information, citation, summons or Governmental Order, and, to the Facilities and pertaining Company’s Knowledge, there is no Action pending or threatened against either Acquired Company regarding any actual or alleged violation by such Acquired Company of, or Liabilities arising under, any applicable Environmental Laws that remains unresolved. There are no material Liabilities existing or, to health or the environmentCompany’s Knowledge, including, but not limited to, threatened relating to the Comprehensive Business under any Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986Laws. Except as set forth in Section 4.22 of the Disclosure Schedules, there has been no Release of any Hazardous Materials on, at, under or from any Owned Real Property or Leased Real Property during the time owned or leased by either Acquired Company (i) disclosed in or any of the environmental reports comprising a part of the Seller's Deliveries their current or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or (iiformer Subsidiaries) would not have a material adverse effect on the Facilities or the business of the Seller operated thereonor, to the Seller's knowledge Company’s Knowledge, prior to the ownership or lease by either Acquired Company (aor any of their current or former Subsidiaries) neither or, to the Facilities nor Company’s Knowledge, any property formerly owned, leased or occupied by either Acquired Company (or any of their respective current Subsidiaries or former Subsidiaries while owned by either Acquired Company) or, to the Seller's operation thereof is Company’s Knowledge, any off-site location to which Hazardous Materials generated by either Acquired Company were sent for treatment, recycling, storage or disposal that has resulted in violation any material remedial or corrective action obligation or any material Liability of either Acquired Company under any Environmental Law that remains unresolved or is subject that could reasonably be expected to result in any pending material remedial or threatened litigation corrective action obligation or inquiry by any governmental authority or to any remedial action or obligations material Liability of either Acquired Company under any Environmental Law; . Except as set forth in Section 4.22 of the Disclosure Schedules, neither Acquired Company has assumed or provided indemnity against any Liability of any other Person under any Environmental Laws, including any obligation for corrective or remedial action.
(b) no underground storage tanks have been Each Acquired Company has made available to Buyer true, correct and complete copies of all reports of environmental audits, assessments, investigations, sampling results or are now located at other environmental studies or analyses (including any Facility; environmental inspection of the sort generally referred to as a Phase I environmental site assessment or Phase II environmental site assessment or similar reports) in the Acquired Company’s possession or control relating to the Owned Real Property, Leased Real Property, or any property formerly owned, leased or occupied by the Acquired Company or any of its current or former Subsidiaries.
(c) none of Notwithstanding anything in this Agreement to the Facilities is now or ever has been used for industrial purposes or for contrary, the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for the storage representations 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 or toxic 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 warranties set forth in this subsection (t)Section 4.22 are the sole and exclusive representations and warranties with respect to environmental matters, including any arising in respect of Environmental Laws or Permits required thereunder.
Appears in 1 contract
Sources: Stock Purchase Agreement (USA Compression Partners, LP)
Environmental. As used hereinThe Acquired Companies are, and have always been, in compliance in all material respects with all applicable environmental Laws that affect the term "ENVIRONMENTAL LAW" means Business or any lawproperties or assets of any Acquired Company, statuteand no Proceeding has been filed, ordinancecommenced or, ruleto the Knowledge of the Sellers, regulationthreatened against any Acquired Company alleging any such violation. Neither any Acquired Company nor any predecessor entity has ever been charged with (or, order to the Knowledge of the Sellers, has been or material determination is now under investigation with respect to) any possible violation of any environmental Law. Except for the items on Section 3.14(c) of the Disclosure Schedule, no Acquired Company has received any notice from any Person (including any governmental authority or agency affecting the current or prior owner or operator of any property owned or leased by an Acquired Company) with respect to (i) any violation or failure to comply with any environmental Law, (ii) any obligation for any Acquired Company to undertake or bear the cost of any environmental remediation or (iii) any harm to the Facilities environment at any property owned or leased by an Acquired Company or otherwise used by an Acquired Company in connection with the Business, including off-site disposal sites. The Acquired Companies have timely filed all material reports, data and pertaining other information required to health be filed with governmental authorities under applicable environmental Laws. Neither the Acquired Companies nor their respective properties or assets are subject to any Order pursuant to any environmental Law or in connection with hazardous materials or substances. No Acquired Company has disposed of, released (meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, includingwithout giving effect to any thresholds on quantity or time in any environmental Law) or placed any hazardous materials or substances on, but not limited tounder or at any property owned or leased by an Acquired Company or otherwise used by an Acquired Company in connection with the Business. To the Knowledge of the Sellers, the Comprehensive Environmental Response, Compensation Acquired Companies do not have any environmental Liabilities and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any none of the environmental reports comprising a part properties and assets of the 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 Acquired Companies are subject to any pending lien arising under or threatened litigation or inquiry by any governmental authority or pursuant 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 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 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 or toxic 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 1 contract
Sources: Stock Purchase Agreement (Encore Capital Group Inc)
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order Seller covenants and agrees that: (a) all uses and operations on or material determination of any governmental authority or agency affecting any of the Facilities Real Property by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller shall be in compliance with all Environmental Laws and pertaining permits issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances in, on, under or from the Real Property in violation of Environmental Laws by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; (c) there shall be no Hazardous Substances in, on or under the Property caused by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller, except those that are both (A) in compliance with all Environmental Laws and, to health the extent required thereby, with permits issued pursuant thereto and (B) have been disclosed to Buyer in writing on or before the environmentdate of this Agreement; (d) Seller shall, at its sole cost and expense, keep the Real Property free and clear of all liens and encumbrances on the Real Property imposed pursuant to any Environmental Law, whether due to any act or omission of Seller or any other person (the “Environmental Liens”); (e) Seller shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with the Real Property pursuant to any good faith request from Buyer made in connection with a reasonable belief by Buyer that an environmental issue may exist at the Property (including, but not limited to, sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) and share with Buyer the Comprehensive reports and other results thereof, and Buyer shall be entitled to rely on such reports and other results thereof; (f) Seller shall, at its sole cost and expense, comply with all reasonable written requests of Buyer to (I) effectuate Remediation of any environmental condition that violates an Environmental ResponseLaw (including, Compensation but not limited to, a Release of a Hazardous Substance) in, on, under or from the Property directly caused by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; (II) comply with any Environmental Law applicable to the Property; (III) comply with any directive applicable to or relating to the Real Property from any Governmental Authority to remediate an environmental condition caused by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; and/or (IV) take any other reasonable action necessary or appropriate for protection of human health or the environment relating to the Property; (g) Seller shall not, or affirmatively permit or allow, and Liability Act Seller shall, at its sole cost and expense, take reasonably necessary steps to prevent any owner, tenant or other permitted user of 1982 the Real Property from taking, any act that increases the dangers to human health or the environment in any material respect, poses an unreasonable risk of harm to any Person on the Property, impairs or is reasonably likely to impair the value, use or utility of such Property, is contrary to any requirement of any insurer providing coverage for the Property or Seller, violates any covenant, condition, agreement or easement applicable to the Property; (h) Seller shall promptly commence and diligently perform to completion all work required to be undertaken under all Legal Requirements in connection with the Resource Conservation and Recovery Act occupancy and/or use of 1986. Except as the Real Property by Seller, tenants under the Tenant Leases, vendors under the Contracts or any other person claiming by, through or under Seller; (i) disclosed Seller shall, at its sole cost and expense, obtain Buyer's prior written consent to any contract relating to environmental matters at the Property, which consent shall not be unreasonably withheld; (j) in the event that any inspection or audit reveals the presence of Toxic Mold in the indoor air of the Property at concentrations exceeding ambient air levels or visible Toxic Mold on any building materials or surfaces at the Real Property for which any 3119.001/132866 17 779613.06-LACSR02A - MSW Governmental Authority recommends or requires removal thereof by remediation professionals, Seller shall, at its sole cost and expense, immediately remediate the Toxic Mold and perform post-remedial clearance sampling in accordance with all applicable Legal Requirements and guidelines, following which abatement of the Toxic Mold, Seller shall prepare and implement (or cause to be prepared and implemented) an Operations and Maintenance Plan for Toxic Mold and Moisture acceptable to Buyer and in accordance with the guidelines issued by the National Multifamily Housing Council or guidelines applicable to commercial and office property; (k) Seller shall reasonably promptly notify Buyer in writing if Seller becomes aware of (1) any presence or Release or threatened Release of Hazardous Substances in, on, under, from or migrating towards the Property or into any buildings on the Property; (2) any non-compliance with any Environmental Laws related in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan way to the Purchaser in writing, Property; (3) any actual or potential Environmental Lien encumbering or potentially encumbering the Property; (ii4) would not have a material adverse effect on the Facilities any required or the business proposed Remediation of the Seller operated thereon, environmental conditions applicable to the Seller's knowledge Property; and/or (a5) neither any written notice or other communication from any source whatsoever (including, but not limited to, any Governmental Authority) or oral notice from any Governmental Authority of which Seller becomes aware relating to the Facilities nor the Seller's operation thereof is Property and relating in violation any way to Hazardous Substances or Remediation of Hazardous Materials thereof, possible liability of any Environmental Law or is subject person pursuant to any pending or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations under any Environmental Law, other environmental conditions in connection with the Property or any actual or potential administrative or judicial proceedings in connection with anything referred to in this Section; and (bl) no upon the discovery by Seller of any underground storage tanks have been on the Property during Seller's excavation or are now located at any Facility; (c) none construction work with regard to the Property, give Buyer prompt written notice thereof and upon the request of Buyer, in its sole but good faith discretion, remove such underground storage tanks from the Facilities is now or ever has been used for industrial purposes or for the storage, treatment or disposal of 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 Property in accordance with applicable all Environmental Laws, nor has any Facility ever been listed by any . “Legal Requirements” means all federal, state state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities in connection with Environmental Laws affecting the Real Property or county agency any part thereof or governmental official as containing any oilthe construction, hazardous use, alteration or toxic wastes or materials, chemical wastesoperation thereof, or other toxic substances, and (d) no hazardous substances or toxic 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 part thereof, from any source whatsoever, whether now or are now located at any Facility, hereafter enacted and 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)force.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as set forth on the Disclosure Schedule, Section 5.13 and in the Environmental Reports described thereon, and except as would not have a Material Adverse Effect:
(i) disclosed Sellers are in compliance with, and have complied in all respects with, and there are not, and have been no, violations of, any Environmental Laws related to the Business or the Transferred Assets; (ii) Sellers possess all environmental permits, certificates, consents or other settlement agreements, licenses, approvals, registrations and authorizations required for the operation of the Business and the Transferred Assets under all Environmental Laws ("Environmental Permits"); (iii) to the Knowledge of Sellers, there are no Environmental Conditions on or affecting the Transferred Assets; (iv) Sellers have filed all material notices required under all Environmental Laws and Environmental Permits; (v) Sellers have made available to Buyers true and complete copies of all Environmental Reports; (vi) to the Knowledge of Sellers, the Real Property is not listed under any Environmental Law as a site requiring remediation of Hazardous Material, or the subject of any enforcement action or investigation, or citizen's suit, under any Environmental Law ("Identified Site"); (vii) Sellers have not transported or arranged for transportation of (directly or indirectly) to any Identified Site any Hazardous Materials generated or created by the use, ownership or operation of the Transferred Assets or by the operation of the Business; (viii) to Sellers' Knowledge, there is not now, nor at any time in the past has there been, at, on or in any of the environmental reports comprising a part of the Seller's Deliveries Transferred Assets, any (A) treatment, recycling, storage or otherwise obtained by the Purchaser, disposal or as otherwise disclosed by Magellan to the Purchaser in writingany Hazardous Materials, or (iiB) would not have a material adverse effect on surface impoundment, landfill lagoon or other containment facility for the Facilities temporary or the business permanent storage, treatment, or disposal of the Seller operated thereonHazardous Materials, to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation of any either case except in compliance with 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; Laws.
(b) To Sellers' Knowledge, there are no underground storage tanks have been currently or are now formerly located at any Facility; (c) none of on the Facilities is now or ever has been used for industrial purposes or for the storage, treatment or disposal of 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 or toxic 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)Real Property.
Appears in 1 contract
Sources: Asset Purchase Agreement (Mississippi Chemical Corp /MS/)
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. (a) Except as disclosed on Schedule 3.19(a), each Acquired Company is and has been for the past five (5) years, in compliance in all material respects with all Environmental Laws and has not, and no Acquired Company has, received from any Person or been subject to any (i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries Environmental Notice or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, Environmental Claim or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the date hereof.
(b) Each Acquired Company has obtained and is and has been for the past five (5) years in compliance in all material respects with all Environmental Permits necessary for the ownership, lease, operation or use of the Business or assets of such Acquired Company, and all such Environmental Permits are in full force and effect as of the date hereof and will be maintained in full force and effect by such Acquired Company through the applicable Closing Date in accordance with Environmental Law. To Parent’s Knowledge, there is no condition, event or circumstance that might prevent or impede, after the applicable Closing Date, the ownership, lease, operation or use of the Business or assets of such Acquired Company as currently carried out under Environmental Law. With respect to all Environmental Permits required for operation of the Business as currently conducted, such Acquired Company has or will undertake prior to the applicable Closing Date, all commercially reasonable measures necessary to ensure that such Environmental Permits continue in effect, and to Parent’s Knowledge, there is no condition, event or circumstance that might prevent or impede the continued effectiveness of such Environmental Permits prior to applicable Closing. No Acquired Company has received any Environmental Notice regarding any adverse change in the status or terms and conditions of such Acquired Company’s Environmental Permits that remains pending or unresolved.
(c) Except as disclosed on Schedule 3.19(c), (i) there has been no Release nor threat of Release of Hazardous Materials with respect to the Business or assets of any Acquired Company or any Leased Real Property or any real property formerly owned, leased or operated by an Acquired Company, and (ii) no Acquired Company has received an Environmental Notice that any Leased Real Property or formerly owned, operated, or leased real property has been contaminated with any Hazardous Material which, in each case of (c)(i) or (c)(2), would not have reasonably be expected to result in an Environmental Claim against, or a material adverse effect on the Facilities violation of Environmental Law 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 a term of any Environmental Law Permit by, such Acquired Company.
(d) No Acquired Company has arranged for the treatment, storage, or is subject disposal of Hazardous Materials at a third-party location or site, except as such would not reasonably be expected to result in any Environmental Claims that would, individually or in the aggregate, be material to any pending Acquired Company.
(e) No Acquired Company is a party to any Contract pursuant to which it is obligated to indemnify any other Person with respect to, or threatened litigation be responsible for any Liability of another Person pursuant to or inquiry by arising under, Environmental Law.
(f) The Parent or Acquired Companies have delivered or caused to be delivered or made available to Buyer copies of all material documents, records and information in the possession or reasonable control of the Parent or any governmental authority Acquired Company concerning any noncompliance with or actual or potential Liability under Environmental Law on the part of any Acquired Company, including previously conducted environmental site assessments and documents regarding any Release of Hazardous Materials at, upon, from 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 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 or toxic 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 Leased Real Property or any portion thereofproperty formerly owned, from any source whatsoever, leased 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)operated by an Acquired Company.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 To the Facilities Knowledge of the Members, there are no underground tanks and related pipes, pumps or other facilities regardless of their use or purpose whether active or abandoned at the Leased Real Property.
(b) To the Knowledge of the Members, there is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement on the Seller's operation thereof Leased Real Property. Neither the Company nor any of its Subsidiaries sells or has sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way.
(c) Each of the Company and its Subsidiaries is presently and for the past five years has been, in violation compliance with all Environmental Laws applicable to the Leased Real Property, formerly owned, leased or operated locations of the business, or to the Company’s and its Subsidiaries’ business operations, and there exist no Environmental Conditions that require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or is that could be the basis for any liability of any kind pursuant to any Environmental Law.
(d) Neither the Company nor any of its Subsidiaries has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon the Leased Real Property or formerly owned, leased or operating property, except in compliance with all applicable Environmental Laws; there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of the Leased Real Property that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law; and there has been no Release or Threat of Release of any Hazardous Material at or in the vicinity of property formerly owned or leased by the Company or any of its Subsidiaries that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Company or any of its Subsidiaries pursuant to any Environmental Law.
(e) Neither the Company nor any of its Subsidiaries has (i) entered into or been subject to any pending consent decree, compliance order or threatened litigation administrative order with respect to the Leased Real Property or inquiry by formerly owned, leased or operated property or any governmental authority facilities or to any remedial action or obligations operations thereon; (ii) received notice under the citizen suit provisions of any Environmental Law; (biii) no underground storage tanks received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Condition; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any Environmental Law.
(f) (i) There currently are effective all Permits required under any Environmental Law that are necessary for the Company’s and its Subsidiaries’ activities and operations at the Leased Real Property and for any past or ongoing alterations or improvements at the Leased Real Property; (ii) any applications for renewal of such Permits have been submitted on a timely basis; and (iii) such Permits can be transferred without changes to their terms or are now located at conditions.
(g) Neither the Company nor any Facility; of its Subsidiaries has assumed, undertaken, agreed to indemnify or otherwise become subject to any liability of any other Person relating to or arising from any Environmental Law.
(ch) none To the Knowledge of the Facilities is now Members, the Company and its Subsidiaries the Leased Real Property and the business will not require a material capital expenditure or ever annual operating expense increase during the two years following the Closing Date to achieve compliance with any Environmental Law.
(i) The distribution, sale, lease and use of the Company’s and its Subsidiaries’ products does not subject the Company or any of its Subsidiaries to liability under any Environmental Laws.
(j) The Company has been used for industrial purposes delivered, or for caused to be delivered, to the storageBuyer copies of all documents, treatment records and information in its possession or control concerning Environmental Conditions, including previously conducted environmental audits and documents regarding any Release or disposal of hazardous Hazardous Materials at, upon or toxic wastes from the Leased Real Property or materialsformerly owned or leased property, chemical wastes, or other toxic substances, except for the storage spill control plans and disposal of such wastes environmental agency reports 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 or toxic 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)correspondence.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Ceco Environmental Corp)
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as set forth on Schedule 4.2(ii):
(i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the PurchaserThe Acquired Companies are, or as otherwise disclosed by Magellan and have at all times since July 1, 2006 and, to the Purchaser Knowledge of Seller, prior to July 1, 2006 and during the relevant time periods specified pursuant to all applicable statutes of limitations, have been, operated in writing, or material compliance with all Environmental Laws.
(ii) would The Acquired Companies have obtained, hold in full force and effect and are in compliance in all material respects with all permits, licenses, approvals, consents, registrations, certificates and other authorizations (collectively, “Environmental Permits”) required by Environmental Laws for the operation of their respective business as currently conducted, and any such Environmental Permit is final and is not have the subject of an appeal or challenge under any applicable fixed limitations period, or has pending a material adverse effect on the Facilities or the business of the Seller operated thereontimely application for permit renewal.
(iii) There are no pending or, to the Knowledge of Seller's knowledge , threatened, actions, proceedings or governmental investigations alleging violations of Environmental Permits or seeking to modify, suspend, revoke or deny renewal of any Environmental Permit, nor, to the Knowledge of Seller, is there any fact or condition that is reasonably likely to give rise to any such action, proceeding or investigation.
(aiv) neither No Acquired Company has received any written notice from any Governmental Authority, or to the Facilities nor the Knowledge of Seller's operation thereof is in , any other communication from any Person alleging any material violation of any Environmental Law by either Acquired Company that remains unresolved or is any material unresolved Environmental Liabilities arising from or relating to the business or operations of either Acquired Company. No Acquired Company has received any notice alleging unresolved liability of either Acquired Company under CERCLA or any similar Environmental Law for remediation of contamination at any Acquired Company owned or operated property or Property Subdivision, and no Acquired Company owned or operated property or Property Subdivision has been listed in the National Priorities List, or any equivalent state or regional list of contaminated sites or, to the Knowledge of Seller, the CERCLIS.
(v) Since July 1, 2006, and to the Knowledge of Seller, at any time prior to July 1, 2006, no Acquired Company has managed any Hazardous Materials, except in material compliance with all Environmental Laws, and no release into the environment of any Hazardous Materials triggering Remediation requirements has occurred at, to, from or under any property or facility owned, leased or operated by either Acquired Company except as has been addressed to the extent required by Environmental Laws.
(vi) To the Knowledge of Seller, no offsite locations where either Acquired Company has or has previously disposed or arranged for the disposal of Hazardous Materials are subject to any pending ongoing investigation, enforcement or threatened litigation or inquiry by any governmental authority or remediation under Environmental Laws that could reasonably be expected to subject either Acquired Company to any remedial action or obligations under any material 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 Liability. No Acquired Company has been used for industrial purposes or for the storage, treatment or disposal of 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 or toxic 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 received any written notice alleging liability of either Acquired Company under CERCLA or any similar Environmental Law for remediation of contamination at any offsite disposal facility or formerly owned property, and, to the Knowledge of Seller, no such offsite disposal facility or formerly owned property has been listed in the National Priorities List, the CERCLIS, or any equivalent state or regional list of contaminated sites.
(vii) No Acquired Company has assumed by contract a third party’s Environmental Liabilities arising from assets or facilities sold or conveyed by an Acquired Company since July 1, 2006, or agreed to indemnify any other Person against that Person’s Environmental Liabilities arising from or related to assets or facilities sold or conveyed by an Acquired Company since July 1, 2006, other than as reflected in the Seller receives regarding the matters Material Contracts set forth in this subsection (ton Schedule 4.2(i).
(viii) Since July 1, 2006, and, to the Knowledge of Seller, prior to July 1, 2006, there has been no exposure of any Person or property to any Hazardous Materials in connection with the Assets or the operations of the Acquired Companies that could reasonably be expected to form the basis of a material claim for damages or compensation.
Appears in 1 contract
Sources: Equity Purchase Agreement (Helix Energy Solutions Group Inc)
Environmental. As Except as dislosed in Annex 6.20, Verplast is and always has operated in strict compliance with the Environmental Laws (as hereinafter defined) applicable to its business and/or properties where the failure to do so could have a material Adverse Effect. Without prejudice to the generality of the foregoing:
(i) no Hazardous Materials (as hereinafter defined), asbestos or asbestos containing materials ("ACMS") (A) are, or have been, located in or about any real properties owned or used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order by Verplast or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health its predecessors or tenants, (B) have been released by Verplast or its predecessors or tenants into the environment, includingor (C) have been discharged, but not limited totreated, the Comprehensive Environmental Responsemanaged, Compensation and Liability Act recycled, placed or disposed of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in by Verplast or its predecessors, tenants or anyone else, at, on or under any real properties owned or used by Verplast or any of the environmental reports comprising a part of the Seller's Deliveries its predecessors or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or tenants;
(ii) would not have a material adverse effect no Hazardous Materials or ACMs formerly located on the Facilities real properties owned or used by Verplast or its predecessors or tenants have been disposed of at any off-site waste disposal facility; 57
(iii) no portion of any real properties owned or used by Verplast or rented, leased by it to third parties is being used, or has been used, for the business disposal, storage, recycling, treatment, processing or any other handling whatsoever of Hazardous Materials and no portion of any real properties owned or used by Verplast's predecessors or tenants is being used or has been used for the Seller operated thereondisposal, storage, recycling, treatment, processing or any other handling whatsoever of Hazardous Materials;
(iv) no storage tanks (whether above ground or underground) are located within real properties currently or previously owned or used by Verplast or its predecessors;
(v) Verplast has not disposed of, and none of its predecessors has ever disposed of, any substance (other than human sewage) into the plumbing or septic tank which Verplast owns or uses or which Verplast or any of its predecessors has owned or used;
(vi) no investigation, administrative order or notice, consent, order and agreement, litigation, settlement or environmental claim or lien with respect to Hazardous Materials or ACMs is in existence or, to the Seller's knowledge knowledge, proposed or threatened with respect to any real properties now or previously owned or used by Verplast or its predecessors or tenants, or with respect to any off-site waste disposal where the wastes of Verplast or of any of its predecessors or tenants have been disposed; and
(avii) neither the Facilities nor the Seller's operation thereof is in Verplast has not been notified of any summons, citation or written notice from any person, entity or governmental agency whatsoever concerning any violation or alleged 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 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 or toxic wastes . The following terms shall have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed the following meanings for purposes 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).Section 6.20:
Appears in 1 contract
Sources: Framework Agreement (Ico Inc)
Environmental. As No harmful substances (Schadstoffe) have been let (einlassen), have seeped (einsickern), have been stored (einlagern) or otherwise have been put (einbringen) into the ground (Erdreich), water (Grundwasser und Oberflachenwasser) and air (Luft) ▇▇ any of the property, owned, leased or used hereinby the Companies and no such substances have been on such property in violation of any applicable laws. All harmful substances have been dealt with (umgehen), stored (lagern) and disposed of (entsorgen) in 29 compliance with all Environmental Laws and Environmental Permits applicable from time to time when any such action has been taken. The Companies are in compliance with all Environmental Laws and Environmental Permits. All waste products generated by the Companies are disposed of in compliance with applicable Environmental Laws in effect now or at the time of such disposal, and, where applicable, pursuant to and in accordance with all Environmental Permits. There is no liability, whether asserted or unasserted, fixed or contingent, relating to the real estate property, owned, leased or used by the Companies which results from any environmental matters, including, the use, discharge, disposal, storage, accumulation, transport, leakage, spillage or other actions by the Companies with respect to any harmful or toxic substances, hazardous waste or other pollutants, contaminants or nuisances. No claim has been made with respect to the operation of facilities of the Companies resulting from any harmful substance, hazardous waste or from any asbestos or similar materials used in the construction thereof and there is no valid basis for any such claim. For purposes of this Article:
(a) the term "ENVIRONMENTAL LAWLAW(S)" means any law, statute, regulation, ordinance, rule, regulationorder, order decree, judgement, consent decree, settlement agreement or material determination governmental requirement enacted, promulgated, entered into, agreed or imposed by any government of any governmental country in which the properties owned, leased or used by the Companies are located, or any state or political subdivision thereof and any entity, body or authority exercising executive, legislative, judicial, regulatory or agency affecting any administrative functions of the Facilities and or pertaining to health or the environmentgovernment in such country, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries which relates to or otherwise obtained by the Purchaserimposes liability or standard of conduct concerning discharges, or as otherwise disclosed by Magellan to the Purchaser in writingemissions, 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 releases or threatened litigation releases of noises, odours or inquiry by any governmental authority pollutants, contaminants 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 hazardous or toxic wastes wastes, substances or materials, chemical wasteswhether as matter of energy, into ambient air, water, or other toxic substancesland, except for the storage and disposal or otherwise relating to manufacture, processing, generation, distribution, use, treatment, storage, disposal, cleanup, transport or handling of such wastes and materials in the ordinary course of the business of the Facilities in accordance with applicable Environmental Lawspollutants, nor has any Facility ever been listed by any federalcontaminants, state or county agency or governmental official as containing any oil, hazardous or toxic wastes wastes, substances or materials, chemical wastes, or other toxic substances, and (d) no hazardous substances or toxic 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).; and
Appears in 1 contract
Environmental. As used hereinExcept as listed in Schedule 4.13:
(a) The Subsidiaries are in material compliance with applicable Environmental Laws (including as a result of so called "grandfather provisions" specified therein) and Environmental Permits, and are in material compliance with applicable Health and Safety Laws, except in each case to the term extent such failure is not reasonably expected to have a Material Adverse Effect.
(b) The Subsidiaries possess all material Environmental Permits which are required for the operation of their respective businesses as now being conducted, including the possession of such Environmental Permits permitted as a result of so called "ENVIRONMENTAL LAWgrandfather provisions" means specified therein, except to the extent such failure is not reasonably expected to have a Material Adverse Effect.
(c) None of the Subsidiaries has received any lawwritten communication alleging that any Subsidiary currently is not or was not since January 1, statute1995, ordinancein compliance with applicable Environmental Laws or Environmental Permits
(d) There is no Environmental Claim pending or, ruleto Seller's knowledge, regulationthreatened, order or material determination of any governmental authority or agency affecting against any of the Facilities and pertaining to health Subsidiaries.
(e) None of the Subsidiaries has received any written communication alleging that any of the Properties is currently listed on the National Priorities List or the environmentComprehensive Environmental Response, includingCompensation and Liability Information System, but not limited to, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and 1980, as amended ("CERCLA") or any comparable state or foreign list. 34
(f) None of the Resource Conservation and Recovery Act Subsidiaries has received any written notice from any Person with respect to any Off-Site Facility, of 1986. Except as potential or actual liability or a written request for information from any Person under or relating to CERCLA or any comparable state or local law.
(ig) disclosed in There are currently no Hazardous Substances used, generated, treated, stored, transported, disposed of, or handled by the Subsidiaries at any of the environmental reports comprising a part of the Seller's Deliveries Properties except in material compliance with applicable Environmental Laws or otherwise obtained Environmental Permits. Furthermore, there have not been any Hazardous Substances historically used, generated, treated, stored, transported, disposed of, or handled by the PurchaserSubsidiaries in violation of Environmental Laws in effect at the time such use, generation, treatment, storage, transportation, disposal 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 handling occurred. To Seller's knowledge (a) neither there are no Hazardous Substances existing on, under or about any of the Facilities nor the Seller's operation thereof is Properties in violation of of, or prohibited by, 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; Laws.
(bh) There are no underground storage tanks have been or are now located on the Properties. All underground storage tanks previously located at any Facility; (c) none the Properties and not present thereat as of the Facilities is now or ever has been used for industrial purposes or for the storage, treatment or disposal of 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 date hereof were removed 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 or toxic 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 all Environmental Laws in effect at the time of such removal.
(including, without limitation, asbestos, radon, oil or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify i) For the Purchaser promptly purposes 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).Agreement:
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means Seller has not conducted any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any business therefor is in compliance with all Environmental Laws. None of the Facilities and pertaining to health operations of Seller or the environmentAcquisition Assets are the subject of federal, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries state 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 local investigation evaluating whether any remedial action or obligations under is needed to respond to a release of 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 hazardous Hazardous Substance or toxic wastes waste or materials, chemical wastes, or constituent into the environment. Seller has not (and no 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 Person has) filed any Facility ever been listed by notice under any federal, state or county agency local law indicating that Seller is responsible for the release into the environment or governmental official as containing the improper storage of any oil, hazardous amount of any Hazardous Substance or toxic wastes waste or materials, chemical wastesconstituent, or other toxic substancesthat any such substance, and (d) no hazardous substances waste or constituent has been released from or is improperly stored upon the Acquisition Assets or land on which they are situated. To Seller's knowledge, Seller does not otherwise have any liability or contingent liability in connection with any violation of Environmental Laws or in connection with the release or threatened release into the environment or the improper storage of any Hazardous Substance or toxic wastes have been handledwaste or constituent related to the Acquisition Assets. All notices, packagedpermits, generatedlicenses or similar authorizations, manufacturedif any, releasedrequired to be obtained or filed in connection with the operations of Seller related to the Acquisition Assets, 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, asbestospresent or past treatment, radonstorage, oil disposal or release of a Hazardous Substance or toxic waste into the environment, have been duly obtained or filed, and Seller is in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations. To Seller's knowledge, there has been no release or threatened release of any Hazardous Substances or toxic waste on or from the Acquisition Assets or the land on which they are situated that either (a) is not in compliance with Environmental Laws or (b) could create an obligation or liability of Seller under Environmental laws, and there are no storage tanks or other petroleum productscontainers on or under any from the Acquisition assets or the land on which they are situated from which Hazardous Substances or other contaminants may be released into the surrounding environment. No claims are pending or threatened by third parties against Seller or Seller alleging liability for exposure to Hazardous Substances in connection with the Acquisition Assets. There have been no environmental investigations, PCBs and urea formaldehyde). Prior studies, audits, reviews or other analyses conducted by or which are in the possession of Seller regarding from the Acquisition Assets which have not been delivered 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)Purchaser.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination (a) Lineage has disclosed and made available to FLRish true and correct copies of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed all “Phase I” environmental site assessment reports in any the possession or control of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan Lineage with respect to the Purchaser in writing, or Lineage Leased Real Property and (ii) would all material records and correspondence in the possession or control of Lineage relating to Environmental Matters with respect to the Lineage Leased Real Property, and/or the business of Lineage and prepared for, received from or submitted to applicable Governmental Authorities.
(b) Except as set forth in Schedule 8.24(b) Lineage has not have a received written notice within the last five (5) years alleging that it (i) is or might be potentially responsible for any presence or material adverse effect on Release with respect to the Facilities Lineage Leased Real Property, or the business of the Seller operated thereonLineage, (ii) has generated, transported or disposed of any Hazardous Substance that has been found at any site at which any Person has conducted a remedial investigation, removal or other response action pursuant to the Seller's knowledge any Environmental Law, or (aiii) neither the Facilities nor the Seller's operation thereof is or might be potentially responsible for any material costs arising under, or is or has been in violation in any material respect of, Environmental Laws.
(c) Schedule 8.24(c) sets forth a list of all material Environmental Permits held by Lineage, each of which is in violation full force and effect. Such material Environmental Permits constitute all the licenses and permits required under the Environmental Laws in connection with the conduct of the Lineage Business as presently conducted.
(d) To the knowledge of Lineage, Lineage is not now, nor has it been at any time during the past five (5) years, in any material non-compliance with Environmental Laws or Environmental Permits.
(e) Lineage (i) has not entered into or agreed to any court decree or order, (ii) is not subject to any judgment relating to compliance with any Environmental Law or is subject to any pending investigation or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations cleanup of Hazardous Substances under any Environmental Law; , and (biii) has not received any claims or written notices or entered into any negotiations or agreements raising any other environmental liability or obligation under Environmental Laws.
(f) To the knowledge of Lineage, (i) no underground storage tanks have been or are now located at any Facility; (c) none portion of the Facilities is now or ever Lineage Leased Real Property has been used for industrial purposes or for the handling, manufacturing, processing, storage, treatment use, treatment, generation or disposal of hazardous Hazardous Substances; and (ii) there have been no releases or toxic wastes or materialsthreatened releases of Hazardous Substances on, chemical wastesupon, into, 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 or toxic 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)Lineage Leased Real Property.
Appears in 1 contract
Sources: Merger Agreement
Environmental. As To Seller’s knowledge, or except as may be set forth in the Due Diligence Material, (i) Seller has no knowledge of the presence of any Hazardous Substances on or under the Land or the Property, other than such Hazardous Substances and in such amounts as are commonly used, stored and disposed of in the operation, repair and maintenance of a medical office building, or as may be used, stored and disposed of by the tenants under the Leases in the conduct of their businesses at the Land and the Property; (ii) Seller has not used hereinand has no knowledge that any other person has used the Land or the Property for the generation, recycling, use, reuse, sale, storage, handling, transportation and/or disposal of any Hazardous Substances on or under the term "ENVIRONMENTAL LAW" means Land or the Property (except for such Hazardous Substances and in such amounts as are commonly used, stored and disposed of in the operation, maintenance and repair of a medical office building, or as may be used, stored and disposed of by the tenants under the Leases in the conduct of their businesses at the Land and the Property); and (iii) Seller has not received any law, statute, ordinance, rule, regulation, order or material determination of written notification from any governmental authority as to any violations of or agency affecting failure to comply with any Environmental Law with respect to the Land or the Property. The representations and warranties made in this Agreement by Seller shall be continuing and shall be deemed made as of the Facilities date hereof and pertaining remade by Seller as of the Closing Date in all material respects, with the same force and effect as if made on, and as of, such date, subject to health or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Seller’s right to update such representations and warranties by written notice to Purchaser and in the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act certificate of 1982 and the Resource Conservation and Recovery Act of 1986Seller to be delivered pursuant to Section 5.1(g) hereof. Except as (i) disclosed otherwise expressly provided in this Agreement or in any documents to be executed and delivered by Seller to Purchaser at the Closing, Seller has not made, and Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by Seller, on behalf of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writingotherwise, 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 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 or toxic 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, asbestosthe physical condition of the Property, radonthe financial condition of the tenants under the Leases, oil title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other petroleum productsenvironmental matters, PCBs compliance with building, health, safety, land use and urea formaldehyde)zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, past or future economic performance of the tenants under the Leases or the Property, and any other information pertaining to the Property or the market and physical environments in which the Property are located. Prior Purchaser acknowledges (i) that Purchaser has entered into this Agreement with the intention of making and relying upon its own investigation or that of Purchaser’s own consultants and representatives with respect to Closingthe physical, Magellan agrees to notify environmental, economic and legal condition of the Property and (ii) that Purchaser promptly is not relying upon any statements, representations or warranties 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 kind, other than those specifically set forth in this subsection Agreement or in any document to be executed and delivered by Seller to Purchaser at the Closing, made (t)or purported to be made) by Seller or anyone acting or claiming to act on behalf of Seller. Purchaser will inspect the Property and become fully familiar with the physical condition thereof and, subject to the terms and conditions of this Agreement, shall purchase the Property in its “as is” condition, “with all faults,” on the Closing Date. The provisions of this paragraph shall survive the Closing until the expiration of any applicable statute of limitations.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wells Real Estate Fund I)
Environmental. As used hereinExcept as set forth on Schedule 2.9, and except as would not reasonably be expected to result in any Seller or the Real Property incurring material liability under any applicable Environmental Law (as defined below), (a) each Seller is and has been in compliance in all material respects during the last five (5) years from the date hereof with all Environmental Laws applicable to the Business, the term "ENVIRONMENTAL LAW" means any lawPurchased Assets, statuteand the Real Property, ordinancewhich compliance includes obtaining, rulemaintaining and complying in all material respects with all permits, regulation, order licenses or material determination of any governmental authority or agency affecting any other authorizations required by Environmental Law for the operation of the Facilities and pertaining Business or use of the Real Property, (b) no claims are pending or, to health Seller’s Knowledge, threatened against any Seller, the Business, the Purchased Assets or the environmentReal Property alleging a violation of, includingor liability under, but Environmental Laws, (c) to Seller’s Knowledge, there are no conditions resulting from the operations of the Business or existing at or resulting from the Purchased Assets or any Real Property that would reasonably be expected to result in the owner or operator of the Business or the Real Property incurring material liability under Environmental Laws, (d) to Seller’s Knowledge, there has been no release by any Seller of Hazardous Materials on, at, or under any Real Property, (e) there is no pending or, to Seller’s Knowledge, threatened Action by any Person arising from or related to electromagnetic spectrum pollution or emissions generated by or originating from the Stations or otherwise related to the operation of the Business by Sellers, (f) to Seller’s Knowledge, the operations of the Business do not limited materially exceed the permissible levels of exposure to RF radiation specified in the Communications Laws or under Environmental Laws, (g) during the last five (5) years from the date hereof, no Seller has received any written request for information, notice of violation or other communication from any Governmental Entity or third party alleging a violation of or liability under any Environmental Law, and (h) each Seller has made available, or will make available prior to Closing, to Buyer copies of all material non-privileged environmental assessments, audits, investigations or other similar environmental reports relating to the Business, the Purchased Assets or the Real Property that are in the possession of such Seller and that have been obtained in the last five (5) years. For purposes of this Agreement, the following terms have the following meanings: (i) “Environmental Law” shall mean any and all federal, state or local laws (including common law), statutes, rules, regulations, codes, policies, ordinances, orders, injunctions and directives, in effect on or prior to the Closing Date: (a) related to releases or threatened releases of, or exposure to, any Hazardous Materials; (b) governing the use, treatment, storage, disposal, transport or handling of Hazardous Materials; or (c) related to pollution or the protection of the Environment or human or worker health and safety (with respect to management of or exposure to hazardous substances). Such Environmental Laws include, without limitation, the following federal laws: the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation Compensation, and Liability Act Act, the Emergency Planning & Community Right-to-Know Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Occupational Health and Safety Act, as it relates to management of 1982 or exposure to hazardous substances, and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or Toxic Substances Control Act.; (ii) would not have a material adverse effect on the Facilities “Hazardous Materials” shall mean (A) all chemicals, materials, substances or the business wastes classified, characterized or regulated as “hazardous,” “toxic,” “pollutant” or “contaminant,” or words of the Seller operated thereonsimilar meaning, to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation of any Environmental Law defined, listed, classified, regulated or is subject to any pending or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations prohibited under any Environmental Law; , (bB) no underground storage tanks have been all petrochemical or are now located at any Facility; (c) none of the Facilities is now petroleum products or ever has been used for industrial purposes or for the storage, treatment or disposal of 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 (dC) no hazardous substances any other chemical, material, substance, emission or toxic wastes have been handledmedia exposure to which may be harmful to human health or is prohibited, packagedlimited or regulated by any Environmental Law; and (iii) “Environment” shall mean surface waters, generatedground waters, manufacturedsurface water sediment, releasedsoil, removedsubsurface strata, storedbuildings, usedindoor air, 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 ambient air and 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)environmental medium.
Appears in 1 contract
Environmental. As Borrower covenants and represents to Lender that, except as may be actually disclosed in the Environmental Report, (i) no Hazardous Substances are now, or have ever been, located, produced, used, stored, treated, transported, incorporated, discharged, emitted, released, deposited or disposed of in, upon, under, over or from the Premises in a manner that may give rise to any actual or potential liability to pay response costs or other damages, losses or expenses or otherwise violate any Environmental Laws; (ii) no Hazardous Substances are currently located, stored or used hereinat the Premises, except with respect to such Hazardous Substances which are (A) customarily located, stored or used in shopping centers similar to the term "ENVIRONMENTAL LAW" means any lawPremises, statuteor (B) unique and necessary to a tenant's business located in the Premises, ordinanceprovided that such Hazardous Substances described in clause (ii)(A) or (ii)(B) are at all times stored, rulelocated and used in compliance with all Environmental Laws; (iii) no Hazardous Substances have been discharged, regulationreleased or emitted, order upon or material determination of any governmental authority or agency affecting any of from the Facilities and pertaining to health or Premises into the environment, includingand no threat exists of a discharge, but not limited torelease or emission of a Hazardous Substance upon or from the Premises into the environment, which discharge, release or emission, in either case, would subject the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any owner of the environmental reports comprising Premises to any damages, penalties or liabilities under any applicable Environmental Laws; (iv) the Premises have not ever been used as or for a part of the Seller's Deliveries mine, a landfill, a dump or otherwise obtained by the Purchaserother disposal facility, 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 Lawgasoline service station; (bv) no underground storage tanks have been or are tank is now located at any Facility; (c) none of on or in the Facilities is now or ever Premises or, if previously located therein, each such tank has been used for industrial purposes or for the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for the storage and disposal of such wastes and materials removed therefrom in the ordinary course of the business of the Facilities in accordance compliance 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 or toxic 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 all applicable Environmental Laws and any clean-up of the surrounding soil in connection therewith has been completed; (including, without limitation, vi) no asbestos, radonACM, oil materials containing urea-formaldehyde, or transformers, capacitors, ballasts or other petroleum products, equipment that contain PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify are located about 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).Premises;
Appears in 1 contract
Sources: Loan Agreement (Mark Centers Trust)
Environmental. As used hereinBuyer may at its expense conduct environmental reviews of the Owned Real Property and, subject to any prior approval of the owner or lessor required under the Real Property Leases, the term "ENVIRONMENTAL LAW" means Leased Real Property, including environmental sampling, within forty- five (45) days of the date of this Agreement; provided, however, that no intrusive sampling shall be performed without Seller’s prior written approval (which shall not be unreasonably withheld). If any lawsuch environmental review discloses a material violation of, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting condition requiring remediation under applicable Environmental Laws at any of the Facilities Real Property (an “Environmental Condition”) and pertaining to health or the environmentsuch Environmental Conditions, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 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 aggregate, have an estimated remediation cost less than Seven Hundred Fifty Thousand Dollars ($750,000.00), then Seller shall remediate such conditions in all material respects, as promptly as is commercially reasonable and in accordance with applicable Environmental Laws, nor has and if required to be reported, in a manner satisfactory to the applicable Governmental Authority, provided that the completion of such remediation shall not be a condition to Buyer’s obligation to close hereunder. If such Environmental Conditions, in the aggregate, have an estimated remediation cost of Seven Hundred Fifty Thousand Dollars ($750,000.00) or more, then within ten (10) Business Days after delivery to Seller of such environmental assessment, Seller shall notify Buyer of its election to either (a) remediate such conditions in all material respects prior to Closing or (b) not remediate such conditions, in which event Buyer may terminate this Agreement on written notice to Seller. For the avoidance of any Facility ever been listed by doubt, the pre-Closing discovery of such an Environmental Condition shall be deemed an exception to Seller’s representations and warranties in Section 3.20, and Buyer shall have no claim against Seller pursuant to the indemnification provisions or otherwise for such an Environmental Condition except with respect to a breach of this Section 5.13. Notwithstanding the foregoing, Seller shall have no obligation to correct or remediate any federalEnvironmental Condition if such correction or remediation of the Environmental Condition is a landlord’s, state or county agency or governmental official as containing any oil, hazardous or toxic wastes or materials, chemical wastes, lessor’s or other toxic substances, and (d) no hazardous substances or toxic 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)third party’s primary responsibility.
Appears in 1 contract
Sources: Asset Purchase Agreement
Environmental. As used hereinExcept as set forth in Schedule 5.19:
(a) to the Knowledge of Seller, the term "ENVIRONMENTAL LAW" means any law▇▇▇▇▇ and Equipment are in material compliance with all applicable Environmental Laws;
(b) Seller has not received, statute, ordinance, rule, regulation, order or material determination and to the Knowledge of any governmental authority or agency affecting Seller no operator of any of the Facilities Assets has received, written notice of any material civil, criminal or administrative action, hearing, proceeding, claim or lawsuit, from any Governmental Authority or any other Person under Environmental Law arising out of the ownership or operation of any of the Assets and pertaining no such proceeding, claim or lawsuit is pending or, to health the Knowledge of Seller, threatened with respect to or in connection with any of the Assets.
(c) to the Knowledge of Seller, all material Permits required under Environmental Law to conduct the business currently conducted with respect to the Assets as of the Closing Date are held by Seller or the environmentoperator of the Assets;
(d) all such Permits held by Seller are scheduled on Schedule 5.19(d) (“Environmental Permits”);
(e) Seller has not received and to the Knowledge of Seller no operator of any of the Assets has received any written notice of any action, includinghearing, but proceeding, claim or lawsuit seeking to terminate, revoke or materially modify any such Permit;
(f) to the Knowledge of Seller, there are no Pollutants present at any Interests or ▇▇▇▇▇ at concentrations requiring investigative, corrective or remedial action pursuant to Environmental Laws by any Governmental Authority;
(g) the transactions contemplated by this Agreement will not limited tocause a cancellation of a material Permit or otherwise adversely affect any material Permit in any material respect;
(h) to the Knowledge of Seller, Seller has not received, and no operator of any of the Comprehensive Environmental ResponseAssets has received, Compensation any written order with respect to any Well from any Governmental Authority requiring that such Well be plugged and Liability Act of 1982 abandoned that has not been plugged and the Resource Conservation and Recovery Act of 1986. Except as abandoned;
(i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser Knowledge of Seller, all ▇▇▇▇▇ that have been plugged and abandoned have been plugged and abandoned in writingaccordance in all material respects with all applicable Environmental Laws; and
(j) Seller has made available to Buyer all material environmental reports, studies, audits, sampling data, site assessments and risk assessments with respect to the Assets that are in the possession, custody or (ii) would not have a material adverse effect on the Facilities or the business control of the Seller operated thereonother than, to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation of any Environmental Law or is extent set forth on Schedule 5.19(j), those subject to any pending a confidentiality or threatened litigation or inquiry non-disclosure restriction (provided that, if requested by any governmental authority or Buyer, Seller will use its commercially reasonable efforts 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 hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for the storage and disposal get a waiver of such wastes restrictions or consent to make such disclosure). Notwithstanding anything to the contrary contained in this Agreement, (i) all representations and materials warranties made or given by Seller in the ordinary course of the business of the Facilities in accordance this Agreement with applicable Environmental Lawsrespect to environmental matters, nor has any Facility ever been listed by any federal, state Pollutants 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 or toxic 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 compliance with Environmental Laws (including, without limitation, asbestos, radon, oil or other petroleum products, PCBs Environmental Permits are solely 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 exclusively set forth in this subsection Section 5.19, and all other representations and warranties made or given by Seller in this Agreement shall not be construed to include environmental matters, Pollutants or compliance with Environmental Laws or Environmental Permits and (t)ii) the presence or existence of NORM in or with respect to any of the Assets shall not give rise to or constitute a breach of the representations and warranties made and given by Seller in this Section 5.19.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Magnum Hunter Resources Corp)
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 The Company and each of its subsidiaries is, and since July 1, 2013, has been, in violation of any compliance in all material respects with all applicable 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; Laws.
(b) no underground storage tanks The Company and its subsidiaries have been or duly obtained, maintain, and are now located at any Facility; (c) none of the Facilities is now or ever has been used for industrial purposes or for the storagein compliance, treatment or disposal of hazardous or toxic wastes or materialsin all material respects with, 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 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 has received any Facility ever been listed by notice of any federalOrder relating to or arising under Environmental Laws that is outstanding or unresolved and there is no pending or, state to the Knowledge of the Company, threatened Action relating to any actual or county agency alleged material violation of or governmental official as containing any oilmaterial liability under Environmental Laws or with respect to the Release, hazardous or toxic wastes or materialsdisposal, chemical wastestransportation, spill, cleanup, investigation or other toxic substances, and discard of Hazardous Materials.
(d) no hazardous substances Neither the Company nor its subsidiaries has Released or toxic wastes have been handledarranged for the disposal or treatment of any Hazardous Materials in a manner that would reasonably be expected to give rise to material liabilities pursuant to any applicable Environmental Law.
(e) To the Knowledge of the Company, packagedthere is not on, generatedin, manufacturedunder 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, releaseddumps 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 made available to Parent copies of all material environmental assessments, removedenvironmental reports, stored, used, discharged, disposed of , treated, installed, transported environmental audits and other material environmental documents in its possession or deposited over, beneathunder its reasonable control related to any non-compliance by the Company or its subsidiaries, in any material respect, since July 1, 2013 or on any Facility that is currently outstanding or any portion thereof, from any source whatsoever, or are now located at any Facility, in violation of applicable unresolved with 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 environmental condition of any fact of which the Seller acquires actual knowledge which would cause this representation to become false and of any written notice real property that the Seller receives regarding the matters set forth in this subsection (t)Company or its subsidiaries currently or formerly have owned, operated or leased.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed set forth in any of the environmental reports comprising a part of the 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 Schedule 4.15:
(a) neither To Seller’s knowledge, the Facilities nor the Seller's operation thereof is Assets are in violation of compliance with Environmental Laws in all material respects (other than 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 non-compliance that has been used for industrial purposes previously cured or for the storage, treatment or disposal of 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 otherwise resolved in accordance with applicable Environmental Laws);
(b) To Seller’s knowledge, nor during the past twelve (12) months, there has any Facility ever been listed by any federalno release of Hazardous Substances on or from the Assets for which there are material investigative or remediation obligations under Environmental Laws and for which remedial or corrective action has not been taken pursuant to Environmental Laws or that has not been previously cured or otherwise resolved in accordance with applicable Environmental Laws;
(c) To Seller’s knowledge, state Seller (or county agency or governmental official as containing any oilthe applicable Third Party operator of the applicable Assets) has obtained and is maintaining in full force and effect (and, hazardous or toxic wastes or materialsto the extent applicable, chemical wasteshas timely filed applications to renew) all material permits, or other toxic substancescertificates, licenses, approvals, and authorizations under applicable Environmental Laws required or necessary for its ownership of the Assets as currently owned by Seller or any of its Affiliates (the “Environmental Permits”) and no written notice of violation of the terms of such permits, certificate, licenses, approvals, and authorizations has been received by Seller or any of its Affiliates, the resolution of which is outstanding as of the Execution Date;
(d) Neither Seller nor any of its Affiliates has entered into, and, to Seller’s knowledge, the Assets are not subject to, any agreements, consents, orders, decrees or judgments of any Governmental Authority, that are in existence as of the Execution Date, that are based on any Environmental Laws and that relate to the current or future use, ownership or operation of any of the Assets;
(e) Neither Seller nor any of its Affiliates has received written notice from any Person of (i) any material violation of, alleged material violation of or material non-compliance with any Environmental Laws relating to the Assets or (ii) any release or disposal of any Hazardous Substance concerning any land, facility, asset or property included in the Assets, in each case, that has not been previously cured or otherwise resolved to the satisfaction of the relevant Governmental Authority and for which Seller has no hazardous substances further material obligations outstanding;
(f) Copies of all final written reports of environmental site assessments and/or compliance audits by a Third Party on behalf of Seller or toxic wastes any of its Affiliates or that are otherwise in Seller’s or any of its Affiliates’ possession or control, in each case, that have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneathprepared in the three (3) years prior to the Execution Date have been, in each case, provided or on any Facility made available to Purchaser prior to the Execution Date; and
(g) This Section 4.15 constitutes Seller’s sole representation and/or warranty regarding the environmental condition of the Assets (or any portion thereof, from any source whatsoeverthe Assets’ compliance with Environmental Law) or Seller’s compliance with, or are now located at any Facilityviolation of, 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)Assets.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Laredo Petroleum, Inc.)
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any Except as disclosed in Section 11.17 of the Facilities and pertaining to health Disclosure Schedule, CET or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in its subsidiaries have never owned or operated any of the environmental reports comprising a part of the 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 real property except for leased office space:
(a) neither To the Facilities nor Best Knowledge of CET, no real property (or the Seller's operation thereof is in violation subsurface soil and the ground water thereunder) now or previously leased by CET (the "Leased Premises") either contains any Hazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks;
(b) To the Best Knowledge of CET, there has been no generation, transportation, storage, treatment or disposal of any Environmental Law Hazardous Substance on or beneath the Leased Premises, now or in the past;
(c) CET is subject to not aware of any pending or threatened litigation or inquiry by proceedings before any governmental authority court or administrative agency in which any person alleges, or threatens to any remedial action allege, the presence, release, threat of release, placement on or obligations under any Environmental Law; (b) no underground storage tanks have been in the Leased Premises, 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 generation, transportation, storage, treatment or disposal at the Leased Premises, of 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 Hazardous Substance;
(d) CET has not received any written notice and has no hazardous substances knowledge that any Governmental Authority or toxic wastes any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance;
(e) To the Best Knowledge of CET, there have been handledno communications or agreements with any Governmental Authority or agency (federal, packagedstate, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on any Facility local) or any portion thereof, from any source whatsoever, private person or are now located at any Facility, in violation of applicable Environmental Laws entity (including, without limitation, asbestosany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, radonrelease, oil threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. CET further agrees and covenants that CET will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and
(f) There is no litigation, proceeding, citizen's suit or governmental or other petroleum investigation pending, or, to CET’s Best Knowledge, threatened, against CET, and CET knows of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to CET's compliance with environmental laws, regulations, rules, guidelines and ordinances. For purposes of this Section 11.17, "Hazardous Substance" shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R. Part 355 and any toxic chemical listed at 40 C.F.R. Part 372), (iii) hazardous wastes and hazardous substances as specified under any state or local Governmental Requirement governing water pollution, groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or hazardous substances, transportation of hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the beneficial use of, the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. For purposes of this Section 11.17, "Hazardous Substance" shall not mean and shall not include the following, to the extent used normally and required for everyday uses or normal housekeeping or maintenance: (a) fuel oil and natural gas for heating, (b) lubricating, cleaning, coolant and other compounds customarily used in building maintenance, (c) materials routinely used in the day-to-day operations of an office, such as toner, (d) consumer products, PCBs (e) material reasonably necessary and urea formaldehyde). Prior to Closingcustomarily used in construction and repair of an office project, 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)f) fertilizers, pesticides and herbicides commonly used for routine office landscaping.
Appears in 1 contract
Sources: Merger Agreement (Biomedical Technology Solutions Holdings Inc)
Environmental. As used hereinSubject to the Airport Closure Letter and Seller's disclosure that (i) the operation of the aircraft maintenance and repair services at the Leasehold Improvements involves the Use (as defined below) of Hazardous Materials and (ii) one Tenant of each of the Arizona Corporate Center Property and the Centerpark Plaza I Property may have improperly disposed of certain chemicals:
(A) To Seller's Actual Knowledge, Seller and the term "ENVIRONMENTAL LAW" means Realty are not and will not be in violation of any federal, state or local law, statuteordinance or regulation relating to industrial hygiene, ordinancesoil, rulewater, regulationor environmental conditions on, order under or material determination of any governmental authority or agency affecting any of about the Facilities and pertaining to health or the environmentRealty, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as Laws;
(iB) disclosed in any of the environmental reports comprising a part of the To Seller's Deliveries or otherwise obtained by Actual Knowledge, during the Purchaserperiod that Seller has owned the Realty there has been no use, presence, disposal, storage, generation, release, or threatened release (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 those terms 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 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 and are hereinafter collectively referred to as containing any oil, hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, and (d"Use") no hazardous substances or toxic 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 thereofHazardous Materials on, from or under the Realty, except as disclosed by Seller to Buyer in writing;
(C) To Seller's Actual Knowledge, no Use of Hazardous Materials occurred on, from or under the Realty prior to Seller taking title to the Realty, except as disclosed by Seller to Buyer in writing; and
(D) To Seller's Actual Knowledge, during the period that Seller has owned the Realty, there has been no enforcement action or litigation brought or threatened against Seller or the Realty, nor any source whatsoever, settlements reached by or are now located at with any Facility, in violation of applicable Environmental Laws (including, without limitation, asbestos, radon, oil party or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify parties alleging the Purchaser promptly Use of any fact of which Hazardous Materials on, from or under the Realty, except as disclosed by 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 Buyer in this subsection (t)writing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Mission West Properties/New/)
Environmental. As used hereinExcept as set forth on Schedule 2.17 hereto:
2.17.1 Sellers are, the term "ENVIRONMENTAL LAW" means any lawand to Seller's Knowledge at all times have been, statute, ordinance, rule, regulation, order in material compliance with all applicable Environmental Laws. To Sellers' Knowledge: (a) during each Seller's respective period of ownership or material determination operation of any governmental authority Real Property, that Seller has been in material compliance with all applicable Environmental Laws; or agency affecting (b) any material noncompliance is listed on Schedule 2.17 and has been remediated in accordance with applicable Environmental Laws. To Sellers' Knowledge, all tenants or other persons or entities that use any portion of any Real Property of Sellers or any improvements thereon included in the Facilities Acquired Businesses are conducting their operations in material compliance with all applicable Environmental Laws.
2.17.2 Since January 1, 2004, no Seller has received any request for information, notice of claim, demand or other notification regarding any potential liability under or violation of any Environmental Laws, and pertaining Sellers have no Knowledge that any Seller is or may be in material violation of any Environmental Law or may be potentially responsible with respect to health any investigation or the environmentclean-up of any Hazardous Materials.
2.17.3 During each Seller's respective period of ownership or operation of Real Property, includingthat Seller has not, but not limited toand to Sellers' Knowledge, no other Person has, disposed, discharged, caused a Release (as defined under the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries Act, 42 U.S.C. Sections 9601 et seq.), injected or otherwise obtained by placed any Hazardous Materials into, on or under the Purchasersoils, surface water or as otherwise disclosed by Magellan to the Purchaser in writinggroundwater at, on, under 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 from any portion of any Environmental Law Real Property of Sellers 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 hazardous or toxic wastes or materials, chemical wastes, or other toxic substancesimprovements thereon, except for the storage any Release of Hazardous Materials incidental to and disposal of such wastes and materials in the ordinary course of operating the business of the Facilities Acquired Businesses and then in accordance compliance with applicable Environmental Laws. To Sellers' Knowledge, no portion of any structures on any of the Acquired Assets contain any asbestos that is not fully encapsulated. Sellers have no Knowledge of a Release of any Hazardous Materials at, on, under or from any Real Property of Sellers that could subject an owner or operator of such Real Property to any claim or liability or that could reasonably be expected to require investigation, removal or remediation.
2.17.4 Sellers do not store, generate or handle, nor has do Sellers allow any Facility ever tenant or other person to store, generate or handle, any Hazardous Materials at, on or under any of the Real Property of Sellers or improvements thereon except for such Hazardous Materials that are stored or handled incidental to and in the ordinary course of operating the Acquired Businesses and then in material compliance with Environmental Laws.
2.17.5 To Sellers' Knowledge, no underground storage tanks, aboveground storage tanks or drums of Hazardous Materials are present on any portion of any of the Real Property of Sellers or improvements thereon.
2.17.6 Sellers have obtained, and are and have been listed in material compliance with, all Licenses required 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 substancesEnvironmental Laws for the operation of the Acquired Businesses, and (d) no hazardous substances all such Licenses are current and in full force and effect.
2.17.7 Sellers have delivered or toxic wastes have been handledmade available to Buyer, packagedto the extent in the possession or reasonable control of Sellers, 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 true and urea formaldehyde). Prior to Closing, Magellan agrees to notify the Purchaser promptly complete copies and results of any fact environmental reports, studies, audits, analyses, tests or monitoring pertaining to any Real Property of which Sellers or improvements included in 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)Acquired Businesses.
Appears in 1 contract
Environmental. As used hereinExcept as disclosed in writing to Buyer, (i) Seller has complied with all material federal, state and local environmental laws, rules and regulations applicable to the Property and the use of the Property has complied with all material federal, state and local environmental laws, rules and regulations applicable to the Property and Seller’s use of the Property; (ii) Seller has obtained and complied with all necessary environmental permits; (iii) to Seller’s knowledge, the term "ENVIRONMENTAL LAW" means any lawProperty has not been used to generate, statuteuse, ordinancestore, rule, regulation, order transport or material determination dispose of any hazardous materials, as defined by applicable laws, except in each case in compliance with all applicable environmental laws, rules and regulations; (iv) to Seller’s knowledge, there has not occurred any material spills, releases or threatened releases of hazardous materials on the Property, including releases or threatened releases that affected any adjacent parcels of land; (v) to Seller’s knowledge, all garbage, wastes, refuse, byproducts and other potential contaminants produced, used or stored on the Property have been disposed of by properly licensed waste removal companies, or other third parties or governmental authority or agency affecting any authorities, in compliance with all requirements applicable to Seller under environmental laws, rules and regulations regulating such activities; (vi) to the knowledge of the Facilities Seller the Property (including the soil, subsoil and pertaining groundwater at or under the Property) does not contain any hazardous materials in amounts which could require any clean-up or remediation expenses or liabilities not covered by insurance; (vii) to health the knowledge of the Seller there are no unregistered underground storage tanks located under the Property that are required to be registered under any applicable environmental laws, rules or the environment, including, but not limited to, regulations; (viii) no notice has been received by Seller identifying Seller as a “potentially responsible party” or requesting information under the Comprehensive Environmental Response, Compensation Compensation, and Liability Act of 1982 1980 (42 U.S.C. §§ 9601 et seq.) or any other environmental law, rule or regulation, with respect to any current investigation, suit, proceeding or other regulatory activity of any applicable federal, state or local environmental agency concerning the Property; (ix) to Seller’s knowledge, there are no investigations, suits, administrative actions, demands, claims, hearings or proceedings concerning the Property alleging the violation of any environmental laws, rules or regulations; and (x) to Seller’s knowledge, there are no consent decrees, orders, judgments or agreements with any federal, state or local environmental agencies in effect that materially restrict the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any use of the environmental reports comprising a part Property, except in each case for violations of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan exceptions to the Purchaser foregoing which in writing, the aggregate do not or (ii) would not have reasonably be expected to cause 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 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 or toxic 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)Property.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Environmental. As used herein, This Section 3.15 is the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities exclusive provision in this Agreement containing representations and pertaining warranties applicable to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986Matters. Except as set forth in Schedule 3.15:
(a) There are no Environmental Claims pending or, to Seller's knowledge, threatened with respect to the ownership, use, condition or operation of the Business or the Purchased Assets. There are no existing Material violations of (i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writingEnvironmental Law, or (ii) would not have a material adverse effect on any Order related to Environmental Matters, with respect to the Facilities ownership, use, condition or operation of the Business or the business Purchased Assets that remain outstanding or unresolved. To Seller's knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents with respect to the ownership, use, condition or operation of the Business or the Purchased Assets, including, without limitation, any Environmental Matter, that could reasonably be likely to form the basis of (i) any Environmental Claim or Order against Seller, or (ii) any Litigation against any Person whose Liability (or any portion thereof) for Environmental Matters or violation of Environmental Laws Seller operated thereonhas retained or assumed, contractually or by operation of law. Neither Seller nor, to the Seller's knowledge (a) neither knowledge, any other Person has used any of the Facilities nor F▇▇▇▇▇▇▇ Real Property for the Seller's operation thereof is handling, treatment, storage, or disposal of any Hazardous Substances 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 applicable 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 storageNo release, treatment discharge, spillage or disposal of hazardous any Hazardous Substances is occurring or, to Seller's knowledge, has occurred at or toxic wastes or materials, chemical wastes, or other toxic substances, except for from 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 or toxic 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 F▇▇▇▇▇▇▇ Real Property or any portion thereof, from any source whatsoever, or are now located at any Facility, part thereof in violation of applicable Environmental Law.
(c) All waste containing any Hazardous Substances generated, used, handled, stored, treated or disposed of (directly or indirectly) by Seller at the F▇▇▇▇▇▇▇ Real Property has been released or disposed of in Material compliance with all applicable reporting requirements under any Environmental Laws and Seller is not aware of any Environmental Claim against Seller that remains outstanding or unresolved with respect to any such release or disposal.
(includingd) All underground tanks and other underground storage facilities presently or previously located at the F▇▇▇▇▇▇▇ Real Property are listed, without limitationtogether with the capacity and contents of each such tank or facility, asbestosin Schedule 3.15. To Seller's knowledge, radonnone of such underground tanks or facilities is leaking or has ever leaked and all such tanks comply in all Material respects with all applicable Environmental Laws.
(e) Seller has complied, oil in all Material respects, with all applicable reporting requirements under all applicable Environmental Laws concerning the disposal or release of Hazardous Substances, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and Seller has not made any such reports concerning the F▇▇▇▇▇▇▇ Real Property that remain outstanding or unresolved.
(f) To Seller's knowledge, no building or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify improvement on the Purchaser promptly F▇▇▇▇▇▇▇ Real Property contains any friable asbestos-containing materials or lead-based paint.
(g) Without limiting the generality of any fact of which the foregoing, (i) all on-site and off-site locations where Seller acquires actual knowledge which would cause this representation has stored, disposed or arranged for the disposal of Hazardous Substances, since December 2002, in connection with the ownership, use or operation of the F▇▇▇▇▇▇▇ Real Property are identified in Schedule 3.15 and (ii) to become false Seller's knowledge, no polychlorinated biphenyls (PCBs) in amounts or concentrations regulated under applicable Environmental Law are used or stored on or in the F▇▇▇▇▇▇▇ Real Property.
(h) Seller has provided to Buyer copies of all Material environmental audits, reports, assessments, investigations, sampling and of any written notice that analyses within its possession or custody with respect to the Seller receives regarding the matters set forth in this subsection (t)F▇▇▇▇▇▇▇ Real Property.
Appears in 1 contract
Environmental. As used herein(a) The Vendor, in respect of the term Purchased Business and the Purchased Assets, has been and is in compliance with all applicable federal, provincial, municipal and local laws, statutes, ordinances, by-laws and regulations, and others, directives and decisions rendered by any ministry, department or administrative or regulatory agency ("ENVIRONMENTAL LAW" means any lawEnvironmental Laws") relating to the protection of the environment, statuteoccupational health and safety or the manufacture, ordinanceprocessing, ruledistribution, regulationuse, order treatments, storage, disposal, transport or material determination handling of any governmental authority pollutants, contaminants, chemicals or agency affecting industrial toxic or hazardous wastes or substances ("Hazardous Substances").
(b) The Vendor has obtained all licences, permits, approvals, consents, certificates, registration and other authorizations under Environmental Laws (the "Environmental Permits") required for the operation of the Purchased Business, all of which are described in Schedule 8. Each Environmental Permit is valid, subsisting and in good standing, and the Vendor is not in default or breach of any Environmental Permit and no proceeding is pending or threatened to revoke or limit any Environmental Permit.
(c) The Vendor, in connection with the Purchased Business, has not used or permitted to be used, except in compliance with all Environmental Laws, any of its property (including any of the Facilities and pertaining Leased Property) or facilities to health generate, manufacture, process, distribute, use, treat, store, dispose of, transport or the environmenthandle any Hazardous Substance.
(d) No building, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries structure 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 improvement located on the Facilities Real Property or the business of the Seller operated thereon, to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof Leased Property 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 insulated with urea formaldehyde insulation, nor do such buildings or structures contain any aluminum wiring or friable asbestos or any other substance containing asbestos.
(e) The Vendor has never received any notice of or been prosecuted for industrial purposes or for the storage, treatment or disposal of 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 non-compliance with applicable any Environmental Laws, nor has the Vendor settled any Facility ever allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs or construction or capital expenditures to be made with respect to the Purchased Business or the Purchased Assets, nor has the Vendor received notice of any of the same.
(f) The Vendor has not caused or permitted, nor does it have any knowledge of, the release, in any manner whatsoever, of any Hazardous Substance on or from any of its properties or assets (including any of the Leased Property) utilized in the Purchased Business, or any such release on or from a facility owned or operated by third parties but with respect to which the Vendor in connection with the Purchased Business is or may reasonably be alleged to have liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Vendor in connection with the Purchased Business or resulting from the Purchased Business have been listed by disposed of, treated and stored in compliance with all Environmental Laws.
(g) The Vendor has not received any notice that the Vendor is potentially responsible for a federal, provincial, municipal or local clean-up site or corrective action under any Environmental Laws in connection with the Purchased Business. The Vendor, in connection with the Purchased Business, has not received any request for information in connection with any federal, state provincial, municipal or county agency or governmental official local inquiries as containing any oil, hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, and to disposal sites.
(dh) no hazardous substances or toxic 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 The Vendor has delivered to Closing, Magellan agrees to notify the Purchaser promptly a true and complete copy of any fact all environmental audits, evaluations, assessments, studies or tests relating to the Purchased Business or Purchased Assets 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)it is aware.
Appears in 1 contract
Sources: Asset Purchase Agreement (International Menu Solutions Corp)
Environmental. As used hereinFollowing the execution of this Agreement, at Buyer's ------------- expense, Buyer may engage engineering or environmental assessment firms reasonably acceptable to Seller, to perform one or more Phase I, Phase II or other environmental assessments for any or all of the Real Property, including the Studio Site and the Tower Site (collectively, the term "ENVIRONMENTAL LAW" means Environmental Assessments"). Seller shall cooperate, and shall use reasonable efforts to ensure that any law, statute, ordinance, rule, regulation, order or material determination other person in control of any governmental authority or agency affecting any of the Facilities Real Property, including the Studio Site and pertaining to health or the environmentTower Site, includingshall also cooperate, with Buyer and such firms in performing such Environmental Assessments. The Environmental Assessments shall initially be ordered promptly, but not limited tolater than thirty (30) days, after the Comprehensive date hereof, it being understood that, so long as the initial Environmental ResponseAssessment for a piece of property has been ordered within such time, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986any follow-up Environmental Assessments need not be ordered within such time. Except as (i) disclosed in any Delivery of the environmental reports comprising a part Environmental Assessments to Buyer shall not relieve Seller of any obligation with respect to any representation, warranty or covenant of Seller herein or waive any condition to Buyer's obligations herein. If any Environmental Assessment, including any follow-up Environmental Assessment, reveals the existence of Environmental Noncompliance (defined as any condition inconsistent with Section 2.15 hereof), Buyer shall have the right to terminate this Agreement, exercisable by giving written notice thereof to Seller within fifteen (15) days of the Seller's Deliveries or otherwise obtained receipt 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 Buyer of any Environmental Law Assessment, or within such longer period as is subject to any pending or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations under any reasonable in the event further Environmental Law; (b) no underground storage tanks have been or Assessments are now located at any Facility; (c) none ordered, specifying the nature of the Facilities is now Environmental Noncompliance revealed by the Environmental Assessments and the estimated cost of remediation thereof. In the event an Environmental Assessment discloses Environmental Noncompliance that can be remedied by the expenditure of Two Hundred Fifty Thousand Dollars ($250,000) or ever has been used less, Seller shall remedy the Environmental Noncompliance at its expense prior to the Closing, and the Closing will otherwise take place in the manner and at the time provided for industrial purposes or herein. In the event that the cost of remedying the Environmental Noncompliance will exceed Two Hundred Fifty Thousand Dollars ($250,000), this Agreement shall terminate unless Buyer agrees to be responsible for the storageremediation costs in excess of Two Hundred Fifty Thousand Dollars ($250,000), treatment or disposal in which event the Closing will take place with a reduction of hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for the storage and disposal of such wastes and materials Purchase Price in the ordinary course amount of Two Hundred Fifty Thousand Dollars ($250,000) and Buyer shall be responsible for remedying the business of the Facilities problem at its sole cost and expense. Nothing in accordance with applicable Environmental Laws, nor has this Section or otherwise in this Agreement shall be construed as creating 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 or toxic 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 third-party beneficiaries or any portion thereof, from any source whatsoever, or are now located at any Facility, other rights in violation of applicable Environmental Laws (including, without limitation, asbestos, radon, oil or parties other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify than 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)parties hereto.
Appears in 1 contract
Environmental. As used herein(a) (i) AFN and the AFN Subsidiaries comply and have complied in all material respects with all applicable Environmental Laws (as defined below), (ii) to the term "ENVIRONMENTAL LAW" means any lawknowledge of AFN, statuteno material amount of Hazardous Substances (as defined below) are present at or have been disposed on or released or discharged from, ordinance, rule, regulation, order onto or material determination of any governmental authority or agency affecting under any of the Facilities and pertaining to health properties currently leased, operated or otherwise used by AFN or the environmentAFN Subsidiaries (including soils, includinggroundwater, but not limited tosurface water, buildings or other structures) during the Comprehensive Environmental Responsetime period the properties have been leased, Compensation and Liability Act operated or otherwise used by AFN or the AFN Subsidiaries, (iii) to the knowledge of 1982 and the Resource Conservation and Recovery Act AFN, no material amount of 1986. Except as (i) disclosed in Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the environmental reports comprising a part properties formerly owned, leased, operated or otherwise used by AFN or the AFN Subsidiaries during the period of ownership, lease, operation or use by AFN or the AFN Subsidiaries, (iv) neither AFN nor any of the Seller's Deliveries AFN Subsidiaries is subject to any material liability or obligation in connection with Hazardous Substances present at any location owned, leased, operated or otherwise obtained used by the Purchaserany third party, or as otherwise disclosed by Magellan to the Purchaser in writing, or (iiv) would not have a material adverse effect on the Facilities or the business neither AFN nor any of the Seller operated thereonAFN Subsidiaries or, to the Seller's knowledge (a) neither of AFN, any legal predecessor of AFN or any AFN Subsidiary, has received any written notice, demand, letter, claim or request for information alleging that AFN or any of the Facilities nor the Seller's operation thereof AFN Subsidiaries is or may be in violation of or liable under any Environmental Law Law, (vi) neither AFN nor any of the AFN Subsidiaries is subject to any order, decree, injunction or other directive of any Governmental Authority or is subject to any pending indemnity or threatened litigation other agreement with any person or inquiry entity relating to Hazardous Substances and (vii) to the knowledge of AFN, there are no circumstances or conditions involving AFN and the AFN Subsidiaries, any assets (including real property) or businesses previously owned, leased, operated or otherwise used by AFN or the AFN Subsidiaries, or any governmental authority of the assets (including real property) or businesses of any predecessors of AFN or the AFN Subsidiaries that could reasonably be expected to result in any material damages or liabilities to AFN or any of the AFN Subsidiaries arising under or pursuant to Environmental Law or in any material restriction on the ownership, use or transfer of any of the assets of AFN or any of the AFN Subsidiaries arising under or pursuant to any remedial action or obligations under any applicable Environmental Law; .
(b) no underground storage tanks have been or are now located at As used in this Agreement, the term “Environmental Law” means any Facility; (c) none of the Facilities is now or ever has been used for industrial purposes or for the storageinternational, treatment or disposal of hazardous or toxic wastes or materialsnational, chemical wastesprovincial, or other toxic substancesregional, 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 state, municipal or county agency local law, regulation, order, judgment, decree, permit, authorization, opinion, common or governmental official as containing any oil, hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, and (d) no hazardous substances or toxic 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 decisional law (including, without limitation, asbestosprinciples of negligence and strict liability) or agency requirement relating to the protection, radoninvestigation or restoration of the environment (including, oil without limitation, natural resources) or the health or safety of human or other petroleum productsliving organisms, PCBs and urea formaldehyde). Prior to Closingincluding, Magellan agrees to notify without limitation, the Purchaser promptly manufacture, introduction into commerce, export, import, handling, use, presence, disposal, release or threatened release of any fact Hazardous Substance or noise, odor, wetlands, pollution, contamination or any injury or threat of which the Seller acquires actual knowledge which would cause this representation injury to become false and of any written notice that the Seller receives regarding the matters set forth in this subsection (t)persons or property.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the PurchaserSchedule 6.1.20, 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 no Obligor or any of any Environmental Law or its Subsidiaries is subject to any pending civil or criminal proceeding relating to Requirements of Environmental Laws and is not aware of any investigation or threatened litigation proceeding or inquiry by any governmental authority or investigation, which if adversely determined, could reasonably be expected to any remedial action or obligations under any Environmental Law; have a Material Adverse Effect, (b) no underground storage tanks each Obligor and each of its Subsidiaries has all material Permits, registrations and other authorizations required by the Requirements of Environmental Laws for the operation of its business and the properties which it owns, leases or otherwise occupies, except where the failure to have been or are now located at any Facility; same could not reasonably be expected to have a Material Adverse Effect, (c) none each Obligor and each of the Facilities is now or ever has been used for industrial purposes or for the storage, treatment or disposal its Subsidiaries currently operates its business and its Real Property Interests in compliance with all applicable Requirements of 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 federalexcept where the failure to be in compliance could not reasonably be expected to have a Material Adverse Effect, 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 Hazardous Materials are stored or toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on by any Facility Obligor or any portion thereof, from of its Subsidiaries or otherwise used by any source whatsoever, Obligor or are now located at any Facility, of its Subsidiaries in material violation of any applicable material Requirements of Environmental Laws (including, without limitation, asbestosthat there has been no Release of Hazardous Materials by any Obligor or any of its Subsidiaries at, radonon or under any Real Property Interests now or previously owned or, oil to the knowledge of the Borrower, leased by any Obligor or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify the Purchaser promptly any of its Subsidiaries in violation of any fact applicable material Requirements of which Environmental Laws), (e) to the Seller acquires actual knowledge which would cause this representation of the Borrower (i) all underground storage tanks now or previously located on any Real Property Interests owned or leased by any Obligor or any of its Subsidiaries have been operated, maintained and decommissioned or closed, as applicable, in material compliance with applicable Requirements of Environmental Law; and (ii) no real property or groundwater in, on or under any Real Property Interest now or previously owned or leased by any Obligor or any of its Subsidiaries is or has been during the such Obligor’s or such Subsidiary’s ownership or occupation of such property contaminated by any Hazardous Material, except for any contamination that could not reasonably be expected to become false and give rise to material liability under Requirements of Environmental Laws that could reasonably be expected to have a Material Adverse Effect nor, to the best of its knowledge, is any written notice that such property named in any list of hazardous waste or contaminated sites maintained under the Seller receives regarding the matters set forth in this subsection (t)Requirements of Environmental Law.
Appears in 1 contract
Sources: Loan Agreement (Telesat Corp)
Environmental. As used hereinThe only representations and warranties given in respect to Environmental Laws, Environmental Permits, or Environmental Claims are those contained in this Section 5.10, and none of the term "ENVIRONMENTAL LAW" means any lawother representations and warranties contained in this Agreement will be deemed to constitute, statutedirectly or indirectly, ordinancea representation and warranty with respect to Environmental Laws, ruleEnvironmental Permits, regulationor Environmental Claims, order or material determination matters incident to or arising out of any governmental authority or agency affecting in connection with any of the Facilities foregoing. All such matters are governed exclusively by this Section 5.10 and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. by Article IX.
(a) Except as set forth on Schedule 5.10(a)-1, (i) disclosed to Seller’s Knowledge, 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 conducted, (ii) to Seller’s Knowledge, with respect to the Purchased Assets and the Business, Seller is in compliance, in all material respects, with the requirements of such Environmental Permits and Environmental Laws, and (iii) Seller has received no written notice or information of an intent by an applicable Governmental Entity to suspend, revoke, or withdraw any such Environmental Permits. 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 set forth on Schedule 5.10(b), neither Seller nor any Affiliate of Seller has received within the last three 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.
(c) Except as set forth on Schedule 5.10(c), (i) to Seller’s Knowledge, there is and has 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 STLD01-1185616-10 MICHIGAN GAS the Purchased Assets or the Business, which are pending or, to Seller’s Knowledge, threatened against Seller.
(d) Seller has made available to Buyer, prior to the date hereof, all material correspondence, studies, audits, reviews, investigations, analyses, and reports on environmental matters relating to the Purchased Assets, the Assumed Environmental Liabilities, or the Business (including estimates of costs developed in accordance with the “Statement of Position 96-1: Environmental Remediation Liabilities,” prepared by the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (October 10, 1996)) that were conducted by, or on behalf of, or which are in the possession or reasonable control of Seller.
(e) Except as set forth on Schedule 5.10(e), Seller has not entered into any settlements with any of its insurance carriers in connection with the clean-up of any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan manufactured gas plant sites related to the Purchaser in writing, Purchased Assets 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 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 or toxic 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)Assumed Obligations.
Appears in 1 contract
Environmental. As used herein, To the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination knowledge of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 PET:
(a) neither none of PET, POT or the Facilities nor the Seller's operation thereof Administrator is in material violation of any applicable federal, provincial, municipal or local Laws, regulations, orders, government decrees, ordinances or regulatory approvals with respect to environmental, health or safety matters (collectively, "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; Laws");
(b) each of PET, POT and the Administrator has operated its business at all times and has generated, received, handled, used, stored, treated, shipped, recycled and disposed of all contaminants in material compliance with Environmental Laws;
(c) there have been no underground storage tanks material spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes within PET's, POT's or the Administrator's ownership, possession or control, other than those which have been or are now located at in the process of being rectified, on any Facility; (c) none of the Facilities is now real property owned or ever has been used for industrial purposes leased by PET, POT or for the storage, treatment Administrator or disposal of hazardous or toxic wastes or materials, chemical wastes, or on any 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 real property;
(d) no hazardous substances or toxic wastes there have been handledno material releases, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported deposits or deposited over, beneath, in or on any Facility or any portion thereof, from any source whatsoever, or are now located at any Facilitydischarges, in violation of applicable Environmental Laws, of any hazardous or toxic substances, contaminants or wastes, within PET's, POT's or the Administrator'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 PET, POT or the Administrator;
(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 PET, POT or the Administrator other than abandonment and reclamation orders, directions or notices issued in connection with the normal course of business;
(includingf) no event, without limitationmatter, asbestosoccurrence or circumstance with respect to environmental matters exists which could reasonably be expected to interfere with PET, radonPOT or the Administrator obtaining any required Regulatory Approvals in respect of its projects or that could have a Material Adverse Effect on PET; and
(g) PET, oil or other petroleum productsPOT and the Administrator, PCBs as of the date hereof, hold all material licences, permits and urea formaldehyde). Prior to Closingregulatory 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, 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 permits and of any written notice that the Seller receives regarding the matters set forth regulatory approvals are in this subsection (t)full force and effect.
Appears in 1 contract
Environmental. As used herein(a) The Donrey Assets and the Donrey Newspapers are in compliance with all applicable Environmental Laws and Environmental Permits and all issues raised in each notice, citation, inquiry or complaint which DR Partners has received in the term "ENVIRONMENTAL LAW" means past three years alleging any lawviolation of or liability or potential liability under any applicable Environmental Law or Environmental Permit pertaining to the Donrey Assets and/or the Donrey Newspapers have been corrected or otherwise addressed to the satisfaction of regulatory authorities acting pursuant to Environmental Laws. DR Partners possesses all Environmental Permits which are required for the operation of the Donrey Newspapers as currently conducted, statuteand are in compliance with the provisions of all such Environmental Permits.
(b) There has not been any storage, ordinancetreatment, rulegeneration, regulation, order transportation or material determination Release of any governmental authority Hazardous Materials by DR Partners at or agency affecting from the Donrey Real Estate or, to the knowledge of DR Partners at any Facility to which DR Partners sent Hazardous Materials relating to the Donrey Newspapers, in a quantity reportable under, or in violation of, or which may give rise to any obligation or the incurrence of any damages under, any applicable Environmental Laws.
(c) All Containers which have been heretofore removed from the Donrey Real Estate or such other real property were removed and disposed of in compliance with all applicable Environmental Laws.
(d) No Lien or deed notice or restriction has been recorded under any Environmental Law with respect to any property or facility owned, operated, leased, managed, controlled or used by DR Partners with respect to any of the Facilities Donrey Newspapers.
(e) No Donrey Real Estate or Facility relating to any of the Donrey Newspapers which is to be owned or used by the Partnership is listed on the National Priorities List or on the Comprehensive Environmental Response, Compensation and pertaining to health or the environmentLiability Information System list, including, but not limited to, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), or on any state or local list of 1982 and sites requiring removal, remedial response or corrective action pursuant to any environmental law.
(f) Without in any way limiting the Resource Conservation and Recovery Act generality of 1986. Except as the foregoing:
(i) disclosed there is no friable asbestos contained in or forming part of any building, building component, structure, office space or equipment owned, operated, leased, managed or controlled by DR Partners with respect to any of the environmental reports comprising a part of Donrey Newspapers or located on the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or Donrey Real Estate;
(ii) would not have a material adverse effect no polychlorinated biphenyls are used or stored on the Facilities or Donrey Real Estate; and,
(iii) there are no locations included within 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 Donrey Real Estate at which 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 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 or toxic wastes have been handled, packaged, Hazardous Material generated, manufactured, released, removed, stored, used, discharged, owned or controlled by DR Partners or its or affiliates have been 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 Released into 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)Environment.
Appears in 1 contract
Sources: Contribution Agreement (Garden State Newspapers Inc)
Environmental. As used hereinExcept for any matters that, individually or in the term "ENVIRONMENTAL LAW" means any lawaggregate, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 Peregrine:
(i) all facilities and operations of Peregrine and the Peregrine Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws;
(ii) the Material Property has 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 adverse effect on the Facilities or the business respects with all Environmental Laws, neither Peregrine nor any of the Seller operated thereonPeregrine Subsidiaries has caused or permitted the release of any Hazardous Substances at, in, on, under or from the Material Property, except in compliance with all Environmental Laws; all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of Material Property have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws and to the knowledge of Peregrine, there are no Hazardous Substances at, in, on, under or migrating from the Material Property except in material compliance with all Environmental Laws;
(iii) Peregrine and the Peregrine Subsidiaries are in possession of all Environmental Approvals (all of which are being complied with in all material respects) required to own, lease, operate, develop and exploit the Material Property and to conduct its business as it is now being conducted;
(iv) no environmental, reclamation or abandonment obligation or work orders or clean up or remediation orders or other liabilities presently exist with respect to any portion of the Material Property and, to the Seller's knowledge of Peregrine and the Peregrine Subsidiaries, there is no basis for any such obligations or liabilities to arise in the future as a result of any activity on the Material Property;
(av) neither to the Facilities nor knowledge of Peregrine and the Seller's operation thereof is Peregrine Subsidiaries, there are no actual changes in violation the status, terms or conditions of any Environmental Law Approvals now held by Peregrine 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 Peregrine Subsidiaries or ever has been used for industrial purposes any renewal, modification, revocation, reassurance, alteration, transfer or for the storage, treatment or disposal amendment of hazardous or toxic wastes or materials, chemical wastesany such Environmental Approval, or other toxic substancesany review by, except for the storage and disposal or approval of, any Governmental Entity of such wastes and materials Environmental Approvals that are required in connection with the ordinary course execution or delivery of this Agreement, the completion of the Arrangement or the other transactions contemplated herein or the continuation of the business of Peregrine and the Facilities in accordance with applicable Environmental LawsPeregrine Subsidiaries following the Effective Date; and
(vi) neither Peregrine nor any of the Peregrine Subsidiaries has received from any Person or Governmental Entity any notice, nor has formal or informal, of any Facility ever been listed by any federalproceeding, state or county agency or governmental official as containing any oil, hazardous or toxic wastes or materials, chemical wastes, action or other toxic substancesclaim, and (d) no hazardous substances liability or toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on potential liability arising under 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 Law that the Seller receives regarding the matters set forth in this subsection (t)is pending.
Appears in 1 contract
Environmental. As used hereinExcept as set forth on Schedule 3.8:
(a) The Selling Parties and the Transferred Companies are, and for the term "ENVIRONMENTAL LAW" means last five (5) years have been, in compliance in all material respects with all applicable Environmental Laws in connection with the conduct or operation of the Business and the ownership or use of the Transferred Assets. None of the Selling Parties or the Transferred Companies have received any law, statute, ordinance, rule, regulation, order written notice or material determination complaint from a Governmental Authority or other Person alleging that any such Selling Party or Transferred Company has any Liability under any such Environmental Law or is not in compliance with any Environmental Law with respect to the Business or the Transferred Assets.
(b) There is and there has been no Release of any governmental authority or agency affecting Hazardous Substances on any of the Facilities Owned Real Property or Leased Real Property or, to the Knowledge of the Selling Parties, any property (including any buildings, structures, improvements, soils and pertaining subsurface strata, surface water bodies, including drainage ways, and groundwaters thereof) formerly owned, leased or operated by the Transferred Companies (including, in the case of IBS, DWC and DML, of which IBS is successor by merger in connection with the Seller Reorganization), except, in each case, that would not reasonably be expected to health give rise to material Liability under applicable Environmental Laws. None of the Selling Parties have received written notice (or, to the Knowledge of the Selling Parties, any other notice) from any Person alleging any obligation to conduct or pay for any investigatory, remedial or corrective action with respect to any Release or alleged Release associated with the Business, the Transferred Companies, the Transferred Assets, the Owned Real Property or the environmentLeased Real Property. To the Knowledge of the Selling Parties, includingthere have been no Releases at any location to which the Transferred Companies or the Business has sent any Hazardous Substances or waste for storage, but handling, disposal or treatment, except in each case that would not limited toreasonably be expected to give rise to material Liability for the Transferred Companies under applicable Environmental Laws. There is no pending or, to the Comprehensive Knowledge of the Selling Parties, threatened investigation by any Governmental Authority, nor any pending or, to the Knowledge of the Selling Parties, threatened Action, with respect to the Business or the Transferred Companies relating to Hazardous Substances or otherwise under any Environmental Response, Compensation and Liability Act of 1982 Law.
(c) The Selling Parties and the Resource Conservation Transferred Companies hold all Environmental Permits necessary to conduct the Business as currently conducted, and Recovery Act are and have been for the past three (3) years in compliance therewith in all material respects. Neither the execution, delivery or performance of 1986. Except as this Agreement nor the consummation of the transactions contemplated hereby will (i) disclosed in require any notice to or consent of the environmental reports comprising a part of the Seller's Deliveries any Governmental Authority or otherwise obtained by the Purchaser, other Person pursuant to any applicable Environmental Law or as otherwise disclosed by Magellan to the Purchaser in writing, Environmental Permit or (ii) would not have a material adverse effect on to the Facilities or the business Knowledge of the Seller operated thereonSelling Parties, subject any Environmental Permit to suspension, cancellation, modification, revocation or nonrenewal.
(d) The Selling Parties and the Seller's knowledge (a) neither Transferred Companies have made available to ▇▇▇▇▇-▇▇▇▇▇▇ all Environmental Permits necessary to conduct the Facilities nor the Seller's operation thereof is Business as currently conducted and any material environmental assessment, investigation, remediation, and audit reports in violation of any their possession or to which they have reasonable access pertaining to compliance with 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 Release of Hazardous Substances at any Facility; (c) none of property or facility currently or previously owned, operated or leased by the Facilities is now Transferred Companies or ever has been used for industrial purposes or for the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for Selling Parties in connection with 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 or toxic 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)Business.
Appears in 1 contract
Sources: Securities and Asset Purchase Agreement (Brown Forman Corp)
Environmental. As used hereinExcept as set forth in Schedule 3.13:
(i) The Acquired Companies have not caused or permitted any Hazardous Substances to be manufactured, refined, treated, discharged, disposed of, deposited or otherwise released in, on, under or from any of the term Company Real Property or any Real Property previously owned, leased, occupied, operated, managed, possessed or otherwise held by any of the Acquired Companies ("ENVIRONMENTAL LAW" means any lawFormer Company Real Property"); and
(ii) To the Company's Knowledge, statute, ordinance, rule, regulation, order before their ownership or material determination lease of any governmental authority of the Company Real Property or agency Former Company Real Property, no Hazardous Substances have been manufactured, refined, treated, discharged, disposed of, deposited or otherwise released therein, thereon or therefrom.
(i) The Acquired Companies have not caused or permitted any Hazardous Substances to have been stored, used, generated, transported, handled or otherwise present on any of the Company Real Property or Former Company Real Property, and no Hazardous Substances currently are stored, used, generated, transported, handled or otherwise present thereon, except for (A) any concentrations or quantities that occur naturally thereon or that are present in construction materials, office equipment or other office furnishings used in the existing improvements thereon, and (B) normal quantities of those Hazardous Substances customarily used in the conduct of general administrative and executive office activities and use and maintenance of computer systems (e.g. copier fluids and cleaning supplies), in accordance with applicable Law. Notwithstanding the foregoing exceptions, no asbestos-containing materials, PCBs, urea formaldehyde or underground storage tanks are present in or on any of the Company Real Property; and
(ii) To the Company's Knowledge, before their ownership or lease of any of the Company Real Property or Former Company Real Property, no Hazardous Substances were stored, used, generated, transported, handled or otherwise present thereon except for any concentrations or quantities that occur naturally thereon and no underground storage tanks were present thereon in material violation of Environmental Laws.
(c) All of the Former Company Real Property and the operations of the Acquired Companies thereon were operated by the Acquired Companies in compliance in all material respects with applicable Environmental Laws, and all of the Company Real Property and the operations of the Acquired Companies thereon have been and currently are being operated in compliance in all material respects with applicable Environmental Laws. To the Company's knowledge, there is not any radon, asbestos or PCB's or any condition with respect to surface soil, subsurface soil, ambient air, surface waters, groundwaters, leachate, run-on or run-off, stream or other sediments, wetlands or similar environmental media on, in, under, above or off any of the Company Real Property or Former Company Real Property, which radon, asbestos, PCB's or condition does or may (a) require investigation and/or remedial or corrective action on or off such Company Real Property or Former Company Real Property by the Acquired Companies or other owner thereof, (b) require compliance by the Acquired Companies with permit requirements, standards or Environmental Laws, and/or (c) result in any claim for personal injury, property damage or natural resources damage or any other Proceeding against Acquiror, Newco or any of their affiliates by any Governmental Body or other Person (any such radon, asbestos, PCB's or condition is referred to as an "Company Environmental Condition"). None of the Acquired Companies has taken any action or omitted to take any action that has caused or will cause an Company Environmental Condition to exist.
(d) None of the Acquired Companies has received any written notice that any part of the Company Real Property or the Former Company Real Property or the operations of the Acquired Companies is the subject of any Proceeding or Judgment, and, to the Company's knowledge, no part of the Company Real Property or the Former Company Real Property or the operations of the Acquired Companies is the subject of any Proceeding or Judgment. None of the Acquired Companies has received any written notice from any Governmental Body or other Person regarding any material violation of environmental, health or safety matters.
(e) No Proceeding has been started, no Judgment has been issued and no Encumbrance has been created against or affecting any of the Facilities and pertaining Acquired Companies or any of the Company Real Property or Former Company Real Property regarding any Company Environmental Condition or arising from any Environmental Law, nor is any such Proceeding, Judgment or Encumbrance pending or, to health or the environmentCompany's Knowledge, including, but not limited to, anticipated.
(f) No information request has been issued to any of the Acquired Companies pursuant to Section 104 of the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986Act, as amended, 42 U.S.C. 9601 et seq. Except as (i) disclosed in or any of the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan other -- --- Environmental Laws with regard to the Purchaser in writing, Company Real Property or (ii) would not have a material adverse effect on the Facilities Former Company Real Property or the business of the Seller operated any activities conducted 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 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 or toxic 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)including off-site waste disposal.
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Environmental. As used herein, (a) To the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part Knowledge of the Seller's Deliveries , there are no underground tanks and related pipes, pumps or otherwise obtained by other facilities regardless of their use or purpose, whether active or abandoned, at the PurchaserReal Property.
(b) To the Knowledge of the Seller, there is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement on the Real Property. The Seller does not sell or lease and has not sold or leased any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way.
(c) The Seller is presently and for the past five (5) years has been in compliance with all Environmental Laws applicable to the Real Property, formerly owned, leased or operated locations of the Business, 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 ’s Business, and, except as set forth on Schedule 6.18(c), no Environmental Conditions exist that require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or is that, to the Knowledge of the Seller, could be the basis for any liability of any kind pursuant to any Environmental Law.
(d) The Seller has not used, generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at, under or upon the Real Property or formerly owned, leased or operated property, except in compliance with all applicable Environmental Laws; there has been no Release or Threat of Release of any Hazardous Material at, under or in the vicinity of the Real Property that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law; and there has been no Release or Threat of Release of any Hazardous Material at, under or in the vicinity of property formerly owned or leased by the Seller that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action by the Seller pursuant to any Environmental Law.
(e) The Seller has not (i) entered into or been subject to any pending consent decree, compliance order or threatened litigation or inquiry by any governmental authority or administrative order relating to any remedial action Environmental Law with respect to the Real Property or obligations formerly owned, leased or operated property of the Business; (ii) received notice under the citizen suit provisions of any Environmental Law; (biii) no underground storage tanks received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Condition; or (iv) been subject to or threatened with any governmental or citizen enforcement action with respect to any Environmental Law.
(f) (i) There currently are effective all Permits required under any Environmental Law that are necessary for the Seller’s activities and operations at the Real Property and for the operation of the Business; (ii) any applications for renewal of such Permits have been submitted on a timely basis; and (iii) such Permits can be transferred without changes to their terms or are now located at conditions.
(g) The Real Property and the Business will not require a material capital expenditure or annual operating expense increase during the one year following the Closing Date to achieve compliance with any Facility; Environmental Law.
(ch) none of the Facilities is now or ever The Seller has been used for industrial purposes or for the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastesdelivered, or other toxic substancescaused to be delivered, except for to the storage Buyer copies of all documents, records and disposal of such wastes information in its possession or control concerning Environmental Conditions and materials in the ordinary course of the business of the Facilities in accordance with applicable potential liability under Environmental Laws, nor has including previously conducted environmental site assessments, compliance audits, asbestos surveys and documents regarding any Facility ever been listed by any federalRelease of Hazardous Materials at, state upon or county from the Real Property or formerly owned or leased property, spill control plans and environmental agency or governmental official as containing any oil, hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, reports and (d) no hazardous substances or toxic 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)correspondence.
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Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in on Exhibit 9.20, VETCO has never owned or operated any of the environmental reports comprising a part of the 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 real property except for leased office and warehouse space:
(a) neither To the Facilities nor Best Knowledge of VETCO, no real property (or the Seller's operation thereof is in violation subsurface soil and the ground water thereunder) now or previously leased by VETCO (the "Leased Premises") either contains any Hazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks;
(b) To the Best Knowledge of VETCO, there has been no generation, transportation, storage, treatment or disposal of any Environmental Law Hazardous Substance on or beneath the Leased Premises, now or in the past;
(c) VETCO is subject to not aware of any pending or threatened litigation or inquiry by proceedings before any governmental authority court or administrative agency in which any person alleges, or threatens to any remedial action allege, the presence, release, threat of release, placement on or obligations under any Environmental Law; (b) no underground storage tanks have been in the Leased Premises, 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 generation, transportation, storage, treatment or disposal at the Leased Premises, of 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 Hazardous Substance;
(d) VETCO has not received any written notice and has no hazardous substances knowledge that any Governmental Authority or toxic wastes any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance;
(e) To the Best Knowledge of VETCO, there have been handledno communications or agreements with any Governmental Authority or agency (federal, packagedstate, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on any Facility local) or any portion thereof, from any source whatsoever, private person or are now located at any Facility, in violation of applicable Environmental Laws entity (including, without limitation, asbestosany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, radonrelease, oil threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. VETCO further agrees and covenants that VETCO will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and
(f) There is no litigation, proceeding, citizen's suit or governmental or other petroleum investigation pending, or, to VETCO's Best Knowledge, threatened, against VETCO, and VETCO knows of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to VETCO's compliance with environmental laws, regulations, rules, guidelines and ordinances. For purposes of this Section 9.20, "Hazardous Substance" shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R. Part 355 and any toxic chemical listed at 40 C.F.R. Part 372), (iii) hazardous wastes and hazardous substances as specified under any California state or local Governmental Requirement governing water pollution, groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or hazardous substances, transportation of hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the beneficial use of, the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. For purposes of this Section 9.20, "Hazardous Substance" shall not mean and shall not include the following, to the extent used normally and required for everyday uses or normal housekeeping or maintenance: (a) fuel oil and natural gas for heating, (b) lubricating, cleaning, coolant and other compounds customarily used in building maintenance, (c) materials routinely used in the day-to-day operations of an office, such as copier toner, (d) consumer products, PCBs (e) material reasonably necessary and urea formaldehyde). Prior to Closingcustomarily used in construction and repair of an office project, 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)f) fertilizers, pesticides and herbicides commonly used for routine office landscaping.
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Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any Mortgagor represents and warrants, based upon an environmental assessment of the Mortgaged Property and information that Mortgagor knows or should have reasonably known that: except as indicated in the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained report delivered by the Purchaser, Mortgagor to Mortgagee or as otherwise disclosed by Magellan in writing to Mortgagee at or prior to the Purchaser date hereof: (a) no portion of the Mortgaged Property has ever been used by the Mortgagor or any former owner, occupant or operator to generate, manufacture, refine, produce, treat, store, handle, dispose of, transfer, process or transport Hazardous Substances, whether or not any of those parties has received notice or advice from any governmental agency or other source with respect thereto; (b) no portion of the Mortgaged Property is now nor at any time that Mortgagor has owned the Mortgaged Property, nor at any time prior to Mortgagor acquiring title to the Mortgaged Property has ever been, used as a "Major Facility," as that term is defined in writingthe Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq. (said Spill Compensation and Control Act together with any amendments or revisions thereof and any regulations promulgated pursuant thereto being hereinafter collectively called the "Spill Act"), and that Mortgagor has not used, and does not intend to use, any portion of the Mortgaged Property for that purpose; (c) at any time that Mortgagor has owned the Mortgaged Property and at any time prior to Mortgagor acquiring title to the Mortgaged Property, Hazardous Substances have not been transported from the Mortgaged Property to another location which is not in compliance with all Environmental Laws; and (d) there are no environmental permits required for current or anticipated uses of the Mortgaged Property; (e) no lien has been attached to the Mortgaged Property under the Spill Act or any other Environmental Laws; and (f) Mortgagor has not in the past, and does not now own, operate or control any "Major Facility" (as such term is defined in the Spill Act) or any hazardous or solid waste disposal facility.
(ii) If a lien is filed against the Mortgaged Property pursuant to the Spill Act or any other Environmental Law (other than any such lien which is filed with respect to any state of facts that first come into existence after the Mortgagee or any third party that is not related to or affiliated with Mortgagor acquires title to the Mortgaged Property through foreclosure of this Mortgage or a deed in lieu thereof), Mortgagor shall immediately either: (i) pay the claim and remove the lien from the Mortgaged Property, 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 furnish (a) neither a bond reasonably satisfactory to Mortgagee and the Facilities nor title insurance company which insures the Seller's operation thereof is priority of the lien of this Mortgage in violation the amount 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; the claim out of which the lien arises, (b) no underground storage tanks have been a cash deposit in the amount of the claim out of which the lien arises, or are now located at any Facility; (c) none other security reasonably satisfactory to Mortgagee in an amount sufficient to discharge the claim out of which the Facilities is now lien arises. In addition to the foregoing, Mortgagor hereby agrees to defend, indemnify and to save Mortgagee harmless from and against all loss, damage, liability and expense (including reasonable attorney's fees and expenses) which Mortgagee may sustain by reason of any lien filed against the Mortgaged Property pursuant to the Spill Act or ever has been used for industrial purposes or for the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastes, or any 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 local laws, ordinances, rules or governmental official as containing regulations. Mortgagor shall be personally liable to Mortgagee for the foregoing notwithstanding any oilexculpatory provisions contained in this Mortgage, hazardous the Note or toxic wastes or materialsthe other Loan Documents.
(iii) All references herein to executives, chemical wastesdepartments, or other toxic substancesfunds, statutes, and acts of the State of New Jersey are not intended to be exclusive and shall be deemed to apply to any successors, replacements, amendments, thereof and any additional statutes, rules, regulations, organizations and persons of a similar nature, whether of the State of New Jersey or the United State of America.
(div) Upon Mortgagee's request, and in all events no hazardous substances later than sixty (60) days prior to "closing, terminating or toxic wastes have been handledtransferring operations" (as such term is defined in the New Jersey Industrial Site Recovery Act, packagedSenate No. 1070, generatedN.J. Laws 1993, manufacturedc. 139 (effective June 16, released1993), 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).N.J.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 To the Facilities nor the best of Seller's operation thereof ’s knowledge, Seller is in compliance in all respects with all Environmental Laws. A description of any outstanding notice, citation, inquiry or complaint which Seller has received of any alleged violation of any Environmental Law or Environmental Permit relating to the Business or the Purchased Assets is subject contained in Schedule 4.19(a). (As used in the preceding sentence, the term “outstanding” refers to any pending notice, citation, inquiry or threatened litigation complaint that pertains to a matter that has not been corrected or inquiry by otherwise resolved.) To the best of Seller’s knowledge, Seller possesses all Environmental Permits which are currently required for the operation of the Business. All Environmental Permits issued to Seller with respect to the Purchased Assets or conduct of the Business are listed in Schedule 4.19(a) and Seller is in compliance in all material respects with the provisions of all such Environmental Permits.
(i) There has been no generation, storage, disposal, treatment or transportation of any governmental authority Hazardous Materials (as herein defined) at the ▇▇▇▇▇▇ Facility or at or to any remedial action Offsite Facility by or obligations under on behalf of Seller in violation of, or which could give rise to any liability or obligation of Seller under, any Environmental LawLaws; and (bii) there has been no underground storage tanks have been or are now located Release (as herein defined) by Seller or, to the best of Seller’s knowledge, by any other party, at any the ▇▇▇▇▇▇ Facility; .
(c) none Schedule 4.19(c) sets forth a complete list of the all (i) Offsite Facilities is to which Seller has sent Hazardous Materials; (ii) Containers (as herein defined) that are now or ever has been used for industrial purposes or for the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastespresent at, or other toxic substanceshave been removed from, except for the storage ▇▇▇▇▇▇ Facility; and disposal (iii) locations of such wastes and materials in PCB’s and/or asbestos at the ordinary course of ▇▇▇▇▇▇ Facility. All Containers which have been removed from the business of the Facilities ▇▇▇▇▇▇ Facility have been removed in accordance with all 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 or toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed For the purposes 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).Agreement:
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means (i) Keep any law, statute, ordinance, rule, regulation, order property either owned or material determination operated by it free of any governmental authority Environmental Liens; (ii) comply in all material respects with Environmental Laws and provide to the Collateral Agent any documentation of such compliance which the Collateral Agent may reasonably request; (iii) to the extent the Borrower has knowledge thereof, promptly and in any event within two (2) Business Days of becoming aware thereof, provide the Agents written notice of any Release of a Hazardous Material in excess of any reportable quantity from or agency affecting onto property at any time owned or operated by it and take any Remedial Actions required to a▇▇▇▇ said Release; (iv) provide the Agents with written notice within ten (10) days of the receipt of any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive following: (A) notice that an Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in Lien has been filed against any property of the environmental reports comprising a part of the Seller's Deliveries Borrower or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, or any Guarantor; (iiB) 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 commencement of any Environmental Law Action or is subject to notice that an Environmental Action will be filed against the Borrower or any pending or threatened litigation or inquiry by any governmental authority or to any remedial action or obligations under any Environmental LawGuarantor; and (bC) no underground storage tanks have been or are now located at any Facility; (c) none notice of the Facilities is now or ever has been used a violation, citation, request for industrial purposes or for the storage, treatment or disposal of hazardous or toxic wastes or materials, chemical wastes, information or other toxic substancesadministrative order which could reasonably be expected to have a Material Adverse Effect and (v) defend, except for indemnify and hold harmless the storage Agents and disposal of such wastes the Lenders 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 substancestheir transferees, and (d) no hazardous substances or toxic wastes have been handledtheir respective employees, packagedagents, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on any Facility or any portion thereofofficers and directors, from and against any source whatsoeverclaims, demands, penalties, fines, liabilities, settlements, damages, costs or are now located at any Facility, in violation of applicable Environmental Laws expenses (including, without limitation, asbestosattorney and consultant fees, radoninvestigation and laboratory fees, oil court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify the Purchaser promptly threatened Release of any fact of Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by the Borrower or any Guarantor for which the Seller acquires actual knowledge which would cause this representation Borrower or any Guarantor is alleged to become false and be responsible, (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 written notice that the Seller receives regarding the matters set forth in this subsection Environmental Law and/or (t)E) any Environmental Action filed against any Agent or any Lender.
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Environmental. As used herein(a) Except as disclosed in Section 3.18(a) of the Disclosure Schedule:
(i) to the Knowledge of Seller, no Releases of Hazardous Materials have occurred prior to Closing at, from, or to any property or the assets currently or previously owned, leased or operated by Seller or its respective predecessors during the period they were owned, operated or leased by Seller or at any other time;
(ii) there are no past, pending, or threatened Environmental Claims against Seller;
(iii) to the Knowledge of Seller, Seller has obtained all required Environmental Permits and is in compliance with such Environmental Permits and applicable Environmental Law;
(iv) there are no underground storage tanks owned by Seller, or located at any facility owned, leased or operated by Seller and, to the Knowledge of Seller, any underground tanks previously situated at any such facility were removed in accordance with Environmental Laws;
(v) there are no facts, circumstances, or conditions that could reasonably be expected to restrict, under any Environmental Law or Environmental Permit in effect prior to or at the Closing Date, the term "ENVIRONMENTAL LAW" means any lawownership, statuteoccupancy, ordinance, rule, regulation, order use or material determination transferability of any governmental authority property now owned, operated, leased or agency affecting otherwise used by Seller during the period they were owned, operated or leased by Seller, as the case may be, or to give rise to any Liability under the Environmental Laws pertaining to any property now or at any other time owned, operated, leased or otherwise used by Seller;
(vi) Seller has not received a request under any of the Facilities and Environmental Laws for information relating to any property now or at any time owned, operated, leased or otherwise used by Seller, or to which or at which Seller’s wastes were stored, transported or disposed of by or on behalf of Seller;
(vii) there are no unsatisfied financial assurance or closure requirements under the Environmental Laws pertaining to health any property currently or previously owned, leased or operated by Seller or its predecessors;
(viii) any contaminant levels resulting from any Releases of Hazardous Materials at or from the environmentproperties now or at any other time owned, includingoperated, but not limited toleased or otherwise used by Seller during the period they were owned, operated or leased by Seller, as the case may be, meet applicable remediation standards under applicable Environmental Law;
(ix) none of the properties currently or previously owned, operated, leased or otherwise used by Seller or its predecessors are now or have in the past been listed on the National Priorities List of sites under the Comprehensive Environmental Response, Compensation and Liability Act Act, as amended (42 U.S.C. §9601 et seq.) (“CERCLA”), the CERCLA Information System, or any comparable state or local environmental database during the period they were owned, operated or leased by Seller;
(x) to the Knowledge of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in Seller, there is no asbestos-containing material, lead-based paint or equipment containing polychlorinated biphenyls located at any of the environmental reports comprising a part facilities or properties now used by Seller or its Affiliates;
(xi) Seller has not provided information to any Governmental Entity of the Seller's Deliveries any actual, threatened or otherwise obtained by the Purchasersuspected Releases of Hazardous Materials or any violation of an Environmental Permit, term or as otherwise disclosed by Magellan other requirement of Environmental Laws;
(xii) there is no Liability nor has Seller received any notice with respect to the Purchaser in writingcleanup or investigation at any facility or property resulting from the arrangement (with a transporter or otherwise) for treatment, storage or disposal of Hazardous Materials by Seller or by any other party;
(iixiii) would not have a material adverse effect on the Facilities or the business of the Seller operated thereon, to the Knowledge of Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof , there is in violation no Liability with respect to storage of Hazardous Materials at any Environmental Law facility or is subject to any pending property by Seller or threatened litigation or inquiry by any governmental authority other Person;
(xiv) there is no Liability with respect to transportation of Hazardous Materials by Seller to a facility or property owned or operated by any other Person;
(xv) Seller has complied in all material respects with all Environmental Laws, including those Laws applicable to the transportation and management of Hazardous Materials; and
(xvi) there are no audits, reports, analyses, sampling results or similar documents relating to environmental, health and/or safety matters at any remedial action property now or obligations under formerly owned, operated or leased by Seller that were prepared for Seller or are in the possession of Seller or any Environmental Law; of its representatives, including their attorneys or consultants, that have not been provided or made available to Buyer prior to the date of this Agreement.
(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 As used for industrial purposes or for the storage, treatment or disposal of 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 or toxic 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).Agreement:
Appears in 1 contract
Environmental. As used hereinTo the extent in Seller’s actual possession, Seller has delivered to Purchaser or made available all environmental or geological reports with respect to the Property. All of the representations and warranties contained in this paragraph 5 are made by Seller as of the date hereof. All references elsewhere in this Contract to “Seller’s knowledge” or “Seller’s actual knowledge”, the term "ENVIRONMENTAL LAW" means any law“best of Seller’s knowledge” or words of similar import (i) shall refer solely to the current, statuteactual knowledge (as opposed to constructive, ordinancedeemed or imputed knowledge) of ProFrac Holdings, ruleLLC. Notwithstanding anything in this Contract to the contrary, regulation, order or material determination of any governmental authority or agency affecting in the event that any of the Facilities and pertaining to health Seller’s representations or warranties in this Contract become untrue or materially inaccurate between the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 Effective Date and the Resource Conservation date of Closing, Seller shall promptly notify Purchaser of same before Closing in writing, whereupon Purchaser shall as its sole and Recovery Act of 1986. Except as exclusive alternative remedies have the right to either (i) disclosed in any terminate this Contract within three (3) days of receipt of notice of such fact by giving written notice of termination to Seller within said period and the environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writingparties shall have no further obligations hereunder, or (ii) would waive any claim or cause of action relating to such fact and proceed to Closing. In the event that Purchaser does not have give a material adverse effect on the Facilities or the business written notice of termination to Seller within three (3) days of receipt of notice of the Seller operated thereon, to the Seller's knowledge (a) neither the Facilities nor the Seller's operation thereof is in violation untruth or material inaccuracy of any Environmental Law representation, the foregoing right of termination shall be deemed null and void and of no further force and effect, and Purchaser waives the right to bring any action as a result of such breach or inaccuracy. Purchaser expressly acknowledges that the Property 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 storagebeing sold and accepted AS-IS, treatment or disposal of hazardous or toxic wastes or materialsWHERE-IS WITH ALL FAULTS, chemical wastes, or other toxic substancesand, 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 or toxic 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 expressly set forth in this subsection Section 5, Seller makes no representations or warranties, express or implied with respect to the physical condition or any other aspect of the Property. Purchaser represents and warrants that Purchaser (t)or its representatives) have been afforded the opportunity to fully and thoroughly inspect the Property and shall have satisfied itself therewith if Purchaser proceeds to Closing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (ProFrac Holding Corp.)
Environmental. As used hereinExcept as would not reasonably be expected to result, individually or in the aggregate, in fines or penalties under Environmental Laws or environmental remediation costs required to be incurred under Environmental Laws in excess of $5 million ("Material Environmental Liability"):
(a) Except as disclosed on Schedule 3.6, the term "ENVIRONMENTAL LAW" means any lawOwned Real Property and Leased Real Property comply in all material respects with and, statuteto the General Partner's Knowledge, ordinance, rule, regulation, order or have previously been operated in compliance in all material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive respects with all Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986Laws. Except as disclosed on Schedule 3.6, none of the InterMedia Companies has (i) disclosed in any of the environmental reports comprising a part of the 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 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 or toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, treated, handled, discharged, released or disposed of any Hazardous Substances at, treatedon, installed, transported or deposited over, beneathunder, in or about, to or from or in any other manner affecting, any Owned Real Property or Leased Real Property, (ii) transported any Hazardous Substances to or from any Owned Real Property or Leased Real Property or (iii) undertaken or caused to be undertaken any other activities relating to the Owned Real Property or Leased Real Property, which could reasonably be expected to give rise to liability under any Environmental Law and, to the General Partner's Knowledge, no other present or previous owner, tenant, occupant or user of any Owned Real Property or Leased Real Property or any other Person has committed or suffered any of the foregoing. Except as disclosed on Schedule 3.6, to the General Partner's Knowledge, no release of Hazardous Substances outside the Owned Real Property or Leased Real Property has entered or threatens to enter any Owned Real Property or Leased Real Property, nor is there any pending or threatened Litigation based on Environmental Laws which arises from any condition of the land adjacent to or immediately surrounding any Owned Real Property or Leased Real Property. Except as disclosed on Schedule 3.6, no Litigation based on Environmental Laws which relates to any Owned Real Property or Leased Real Property or any operations or conditions on it (i) has been asserted or conducted in the past or is currently pending against or with respect to any of the InterMedia Companies or, to the General Partner's Knowledge, any other Person or (ii) to the General Partner's Knowledge, is threatened or contemplated.
(b) Except as disclosed on Schedule 3.6, (i) to the General Partner's Knowledge, no aboveground or underground storage tanks regulated under the Environmental Laws are currently or have been located on any Facility Owned Real Property or Leased Real Property, (ii) to the General Partner's Knowledge, no Owned Real Property or Leased Real Property has been used at any time as a gasoline service station or any portion thereofother facility for storing, pumping, dispensing or producing gasoline or any other petroleum products or wastes and (iii) to the General Partner's Knowledge, no building or other structure on any Owned Real Property or Leased Real Property contains friable asbestos, or asbestos-containing material.
(c) The General Partner has provided Buyer with complete and correct copies of (i) all material studies, reports, surveys or other written materials, which to the General Partner's Knowledge, are in the possession of the General Partner or the InterMedia Companies relating to the presence or alleged presence of Hazardous Substances at, on, under or affecting the Owned Real Property or Leased Real Property, (ii) all material written notices (other than general notices made by general publication) or other material written materials in the possession of the General Partner or the InterMedia Companies that were received from any source whatsoeverGovernmental Authority having the power to administer or enforce any Environmental Laws relating to potential liability under Environmental Laws arising out of the current or past ownership, use or are now located operation of the Owned Real Property or Leased Real Property or activities at the Owned Real Property or Leased Real Property and (iii) all materials in the possession of the General Partner or the InterMedia Companies relating to any Facilitymaterial Litigation or material allegation by any private third party concerning any Environmental Law and relating to InterMedia's Business, excepting, in violation the case of applicable Environmental Laws clauses (includingi), without limitation(ii) and (iii), asbestos, radon, oil any such materials that were prepared by legal counsel to the InterMedia Companies and constitute privileged attorney work product 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)communications.
Appears in 1 contract
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any Except as set forth in Section 4.13(a) of the Facilities Seller Disclosure Schedules, and pertaining except with respect to health the stores listed in Section 4.13(b) of the Seller Disclosure Schedules (the “Retained Stores”) for which no representation, warranty or the environmentcovenant is made by Seller under this Section 4.13 or any other representation, including, but not limited to, the Comprehensive Environmental Response, Compensation warranty or covenant with respect to environmental matters and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as for which Seller will have no liability whatsoever to (i) disclosed in any Buyer Indemnified Party relating to any breaches of the representations or warranties herein with respect to any environmental reports comprising a part of the Seller's Deliveries or otherwise obtained by the Purchaser, or as otherwise disclosed by Magellan to the Purchaser in writing, matter or (ii) would not have a material adverse effect on the Facilities any Third Parties arising out of, resulting from or the business of the Seller operated thereonrelating to any Environmental Conditions, to the Seller's knowledge Environmental Claims, Environmental Liabilities, or other environmental matters:
(a) neither to the Facilities nor Knowledge of Seller, each of the Seller's operation thereof is Acquired Entities is, and has been during the past three years, in violation of any compliance in all material respects with all applicable 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; Laws;
(b) no underground storage tanks have been or (i) each of the Acquired Entities has all material Environmental Authorizations that are now located at any Facility; required by applicable Environmental Law for such Acquired Entity to carry on its Business as currently conducted and (cii)(A) none of the Facilities Acquired Entities has received from any Governmental Authority or any other Person within the past three years written notification that any such material Environmental Authorization (1) is now not in full force and effect, or ever (2) has been used for industrial purposes violated in any material respect, (B) there is currently no Proceeding pending or for the storagethreatened, treatment in writing, regarding suspension, revocation, modification or disposal cancellation of hazardous or toxic wastes or materials, chemical wastes, or other toxic substances, except for the storage any such Environmental Authorization and disposal (C) there are no Orders of such wastes and materials in the ordinary course any Governmental Authority outstanding against any of the business Acquired Entities arising under Environmental Laws;
(c) there is no material Environmental Claim currently pending or, to the Knowledge of Seller, threatened in writing against any of the Facilities Acquired Entities;
(i) all underground storage tanks (the “UST”) located on the Real Property and all other UST owned or operated by any Acquired Entity have been registered and are currently registered with the appropriate Governmental Authority and all required registration fees and transfer charges and Taxes or impositions therefor and UST fees for state reimbursement trust fund (the “UST Fund”) eligibility have been paid in accordance with full; (ii) each of the Acquired Entities has taken all actions necessary to establish and maintain eligibility for UST Fund reimbursement, where available, under 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; (iii) all UST satisfy the most recent upgrade requirements of the applicable Governmental Authority; and (iv) all UST, and the practices of the applicable Acquired Entity in the operation of any such UST, including storing fuels, tank testing, inventory control and leakage detection, comply in all material respects with all Environmental Laws applicable to such UST;
(de) no hazardous substances Seller has made available to Buyer copies of all material reports in Seller’s possession or toxic wastes have been handled, packaged, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported control reflecting material Environmental Conditions 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 material violations and alleged violations of applicable Environmental Laws (including, without limitation, asbestos, radon, oil or other petroleum productsapplicable Laws as of the Execution Date on, PCBs at, or underlying the Owned Real Property or Leased Real Property, and urea formaldehyde). Prior any reports, test results or written correspondence with Governmental Authorities or other Persons reflecting material contamination or material non-compliances with Environmental Laws;
(f) to Closingthe Knowledge of Seller, Magellan agrees no Acquired Entity has Released or disposed of or arranged for the disposal of, any Hazardous Substances, including at any Owned Real Property or Leased Real Property, other than in material compliance with Environmental Law and as would not reasonably be expected to notify result in material Environmental Liability;
(g) to the Purchaser promptly Knowledge of Seller, Hazardous Substances have not been Released or threatened to be Released at or from any Real Property or any other property or facility currently or formerly owned or operated by any Acquired Entity that would reasonably be expected to constitute an Environmental Condition; and
(h) no Acquired Entity has assumed, or provided indemnity against, any material liability or obligation 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)other Person under Environmental Law.
Appears in 1 contract
Sources: Equity Purchase Agreement (Delek US Holdings, Inc.)
Environmental. As used herein, the term "ENVIRONMENTAL LAW" means Ikona has never owned or operated any law, statute, ordinance, rule, regulation, order or material determination of any governmental authority or agency affecting any of the Facilities and pertaining to health or the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (i) disclosed in any of the environmental reports comprising a part of the 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 real property except for leased office space:
(a) neither To the Facilities nor Best Knowledge of Ikona, no real property (or the Seller's operation thereof is in violation subsurface soil and the ground water thereunder) now or previously leased by Ikona (the "Leased Premises") either contains any Hazardous Substance (as hereinafter defined) or has underneath it any underground fuel or liquid storage tanks;
(b) To the Best Knowledge of Ikona, there has been no generation, transportation, storage, treatment or disposal of any Environmental Law Hazardous Substance on or beneath the Leased Premises, now or in the past;
(c) Ikona is subject to not aware of any pending or threatened litigation or inquiry by proceedings before any governmental authority court or administrative agency in which any person alleges, or threatens to any remedial action allege, the presence, release, threat of release, placement on or obligations under any Environmental Law; (b) no underground storage tanks have been in the Leased Premises, 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 generation, transportation, storage, treatment or disposal at the Leased Premises, of 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 Hazardous Substance;
(d) Ikona has not received any written notice and has no hazardous substances knowledge that any Governmental Authority or toxic wastes any employee or agent thereof has determined or alleged, or is investigating the possibility, that there is or has been any presence, release, threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance;
(e) To the Best Knowledge of Ikona, there have been handledno communications or agreements with any Governmental Authority or agency (federal, packagedstate, generated, manufactured, released, removed, stored, used, discharged, disposed of , treated, installed, transported or deposited over, beneath, in or on any Facility local) or any portion thereof, from any source whatsoever, private person or are now located at any Facility, in violation of applicable Environmental Laws entity (including, without limitation, asbestosany prior owner of the Leased Premises and any present or former occupant or tenant of the Leased Premises) relating in any way to the presence, radonrelease, oil threat of release, placement on or in the Leased Premises, or any generation, transportation, storage, treatment or disposal at the Leased Premises, of any Hazardous Substance. Ikona further agrees and covenants that Ikona will not store or deposit on, otherwise release or bring onto or beneath, the Leased Premises any Hazardous Substance prior to the Closing Date; and
(f) There is no litigation, proceeding, citizen's suit or governmental or other petroleum investigation pending, or, to Ikona's Best Knowledge, threatened, against Ikona, and Ikona knows of no facts or circumstances which might give rise to any future litigation, proceeding, citizen's suit or governmental or other investigation, which relate to Ikona's compliance with environmental laws, regulations, rules, guidelines and ordinances. For purposes of this Section 6.22, "Hazardous Substance" shall mean and include (i) a hazardous substance as defined in 42 U.S.C. Section 9601(14), the Regulations at 40 C.F.R. Part 302, (2) any substance regulated under the Emergency Planning and Community Right to Know Act (including without limitation any extremely hazardous substances listed at 40 C.F.R. Part 355 and any toxic chemical listed at 40 C.F.R. Part 372), (iii) hazardous wastes and hazardous substances as specified under any California state or local Governmental Requirement governing water pollution, groundwater protection, air pollution, solid wastes, hazardous wastes, spills and other releases of toxic or hazardous substances, transportation of hazardous substances, materials and wastes and occupational or employee health and safety, and (iv) any other material, gas or substance known or suspected to be toxic or hazardous (including, without limitation, any radioactive substance, methane gas, volatile hydrocarbon, industrial solvent, and asbestos) or which could cause a material detriment to, or materially impair the beneficial use of, the Leased Premises, or constitute a material health, safety or environmental risk to any person exposed thereto or in contact therewith. For purposes of this Section 6.22, "Hazardous Substance" shall not mean and shall not include the following, to the extent used normally and required for everyday uses or normal housekeeping or maintenance: (a) fuel oil and natural gas for heating, (b) lubricating, cleaning, coolant and other compounds customarily used in building maintenance, (c) materials routinely used in the day-to-day operations of an office, such as copier toner, (d) consumer products, PCBs (e) material reasonably necessary and urea formaldehyde). Prior to Closingcustomarily used in construction and repair of an office project, 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)f) fertilizers, pesticides and herbicides commonly used for routine office landscaping.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Oban Mining Inc)
Environmental. As used hereinExcept as set forTH ON SCHEDULe 5.11 and without in any manner limiting any other representations and warranties set forth in this Agreement:
(a) To Seller's Knowledge after Reasonable Inquiry, neither Seller, nor the term "ENVIRONMENTAL LAW" means Acquisition Assets is in violation of, or is in non-compliance with, any lawEnvironmental Laws in connection with the ownership, statuteuse, ordinancemaintenance, ruleoperation of, regulation, order or material determination of any governmental authority or agency affecting any conduct of the Facilities and pertaining to health Business, Transferred Programs or any Acquisition Asset.
(b) Without in any manner limiting the environment, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act generality of 1982 and the Resource Conservation and Recovery Act of 1986. Except as (a) above:
(i) disclosed in any of the environmental reports comprising a part of the To 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 hazardous or toxic wastes or materials, chemical wastes, or other toxic substancesKnowledge after Reasonable Inquiry, except for the storage and disposal of such wastes and materials in the ordinary course of the business of the Facilities in accordance compliance 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 or toxic 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, asbestosby obtaining necessary Permits), radonno Materials of Environmental Concern have been used, oil generated, extracted, mined, beneficiated, manufactured, stored, treated, or disposed of, or in any other way released (and no release is threatened), on, under or about any Acquisition Assets or transferred or transported to or from any Acquisition Assets, and no Materials of Environmental Concern have been generated, manufactured, stored, treated or disposed of, or in any other way released (and no release is threatened), on, under, about or from any property adjacent to any Acquisition Assets;
(ii) To Seller's Knowledge after Reasonable Inquiry, Seller is not, as a result of the operation or condition of the Business, the Transferred Programs, the Acquisition Assets, subject to any: (a) contingent liability in connection with any release or threatened release of any Materials of Environmental Concern into the environment whether on or off any Acquisition Assets; (b) reclamation, decontamination or remediation requirements under Environmental Laws, or any reporting requirements related thereto; or (c) consent order, compliance order or administrative order relating to or issued under any Environmental Law;
(iii) To the Seller's Knowledge after Reasonable Inquiry, there are no Environmental Claims pending or, threatened against Seller, the Transferred Programs or any of the Acquisition Assets;
(iv) Seller and all of the Acquisition Assets have all Permits necessary to comply with all Environmental Laws and have made all capital improvements necessary for compliance with all Environmental Laws (including, without limitation, for compliance with all Permits), and operation of Seller's Business, the Transferred Programs and each Acquisition Asset is in compliance in all material respects with all terms and conditions of such required Permits;
(v) To Seller's Knowledge after Reasonable Inquiry, there are no, nor have there ever been any, storage tanks or solid waste management units (not exempt from permit requirements) located on or under any Acquisition Assets of Seller, and there are no Materials of Environmental Concern in, under or on any Acquisition Assets in an amount exceeding naturally occurring background levels for such geographic area or which would require reporting to any Governmental Authority or remediation to comply with the most stringent applicable requirements of Environmental Laws;
(vi) To Seller's Knowledge after Reasonable Inquiry, none of the off-site locations where Materials of Environmental Concern generated from any Acquisition Assets or for which Seller has arranged for treatment, storage, or disposal has been nominated or identified as a facility requiring remediation which is subject to an existing or potential claim under Environmental Laws;
(vii) Seller has not been named as a potentially responsible party under, and no Acquisition Asset, to Seller's Knowledge after Reasonable Inquiry, has been nominated or identified as a facility which is subject to an existing or potential claim under CERCLA or similar Environmental Laws, and no Acquisition Asset is subject to any lien arising under Environmental Laws;
(viii) Seller has not received any notice of any release or threatened release of Materials of Environmental Concern, or of any violation of, noncompliance with, or remedial obligation under, Environmental Laws or Permits, relating to the ownership, use, maintenance, operation of the Business, the Acquisition Assets or the Transferred Programs, nor has Seller voluntarily undertaken remediation or other petroleum products, PCBs and urea formaldehyde). Prior to Closing, Magellan agrees to notify the Purchaser promptly decontamination or cleanup of any fact facility or site in the last five (5) years or entered into any agreement for the payment of which the costs associated with such activity;
(ix) Seller acquires actual knowledge which would cause this representation to become false and is not aware of any written notice requirement of any Environmental Laws that will require future compliance costs on the part of Seller receives regarding in excess of $10,000 above costs currently expended in the matters set forth ordinary course of business;
(x) Seller has filed all notices, notices of intent, notifications, financial security, waste managements plans, waste generation reports, Form R and chemical inventory reports, or other applications and documents which are required to be obtained or filed by Seller for the lawful operation of the Business or the Transferred Programs or the use or operation of any Acquisition Asset; and
(xi) To Seller's Knowledge after Reasonable Inquiry, no current Acquisition Asset contains any asbestos containing materials or polychlorintated biphenyls in this subsection any form nor any wetland areas or other land subject to restricted development under Environmental Laws.
(t).c) No improvements or alterations have been made to any Acquisition Asset without a Permit where one was required, nor is there any unfulfilled order directive of any applicable Governmental Authority or casualty insurance company that any work of investigation, remediation, repair, maintenance or improvement required to be performed on the Acquisition Asset;
(d) With regard to any Acquisition Asset, there is no unfulfilled requirement that any environmental impact statement (or similar document) be prepared by or filed with any Governmental Authority to evaluate its impact on the environment; and
Appears in 1 contract