Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 4 contracts
Sources: Support Agreement (Primero Mining Corp), Arrangement Agreement (Primero Mining Corp), Support Agreement (Primero Mining Corp)
Environmental. Except as disclosed in the Primero Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Northgate or any of the Primero Northgate Subsidiaries:
(i) Primero Northgate and the Primero Northgate Subsidiaries are and have been in compliance with with, and are not in violation of anyof, any Environmental Laws;
(ii) Primero Northgate and the Primero Northgate Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, systems by Primero Northgate or any of the Primero Subsidiaries, Northgate Subsidiaries or from Primero Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero Northgate or any of the Primero Northgate Subsidiaries;
(v) neither Primero Northgate nor any of the Primero Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero Northgate and the Primero Northgate Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero Northgate nor any of the Primero Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Northgate or any of the Primero Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero Northgate or any of the Primero Northgate Subsidiaries following the Effective Date;
(viii) Primero Northgate and the Primero Northgate Subsidiaries have made available to Northgate Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health health, and safety matters; and
(ix) to the knowledge of PrimeroNorthgate, none of Primero Northgate and the Primero Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 4 contracts
Sources: Support Agreement (Primero Mining Corp), Arrangement Agreement (Primero Mining Corp), Support Agreement (Primero Mining Corp)
Environmental. Except as disclosed (a) The operation of the Business by Silvermex and each of the Silvermex Subsidiaries, the property and assets owned or used by Silvermex and the Silvermex Subsidiaries and the use, maintenance and operation thereof have been and are in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, compliance with all Environmental Laws (except where non- compliance would not have a Material Adverse Effect on Primero in respect of Silvermex). Each of Silvermex and the Silvermex Subsidiaries have complied with all reporting and monitoring requirements under all Environmental Laws (except where non-compliance would not have a Material Adverse Effect in respect of Silvermex). Neither Silvermex nor any of the Silvermex Subsidiaries has received any notice of any non-compliance with any Environmental Laws or Environmental Permits, and none of Silvermex or any of the Primero Subsidiaries:
(i) Primero and the Primero Silvermex Subsidiaries are and have been in convicted of an offence of non-compliance with and are not in violation any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of anyconviction. There is no civil, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generatedcriminal or administrative action, receivedsuit, handleddemand, usedclaim, storedhearing, treatednotice of violation, shipped and disposed of all contaminantsinvestigation, wastesproceeding, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits notice or discharges of pollutants demand letter existing or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisepending, or any municipal to the best knowledge of Silvermex, threatened, relating to the property or other sewer assets owned or drain or drinking or water systems, used by Primero Silvermex or any of the Primero Silvermex Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result relating in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant way to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any .
(b) Silvermex and each of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Silvermex Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold obtained all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses Permits necessary to conduct its Business and the ownership to own, use and use including rehabilitation of their respective operate its properties and assets, all such Environmental Approvals Permits are in full force and effect, no appeal or other action is pending to revoke any such Environmental Permit and neither Primero the operation of the Business of Silvermex and each of the Silvermex Subsidiaries, the property and assets owned by Silvermex and each of the Silvermex Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Permits. To the extent required by applicable Environmental Laws, Silvermex and each of the Silvermex Subsidiaries has filed all applications necessary to renew or obtain any necessary permits, licenses, or authorizations in a timely fashion so as to allow it to continue to operate its Business in compliance with applicable Environmental Laws, and Silvermex does not expect such new or renewed licenses, permits or other authorizations to include any terms or conditions that will have a Material Adverse Effect in respect of Silvermex.
(c) Silvermex and each of the Silvermex Subsidiaries has, at all times, used, generated, treated, stored, transported, disposed of or otherwise handled its Hazardous Substances in compliance with all Environmental Laws and Environmental Permits.
(d) Neither Silvermex nor any of the Primero Silvermex Subsidiaries has received is, and, to the knowledge of Silvermex, there is no reasonable basis upon which Silvermex or any notification from of the Silvermex Subsidiaries could become, responsible for any Governmental Entity pursuant material clean up or corrective action under any Environmental Laws. All audits, assessments, reports and studies with respect to environmental matters relating to Silvermex or any of the Silvermex Subsidiaries have been referenced in Schedule 3.1.34 of the Silvermex Disclosure Letter.
(e) There are no past or present (or, to the best of Silvermex’s knowledge, future) events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance by Silvermex and each of the Silvermex Subsidiaries with the Environmental Laws as in effect on the date hereof or which may give rise to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions common law or other expenditures are required to be made by it as a condition of continued compliance with any legal liability under the Environmental Laws, or otherwise form the basis of any Environmental Approvals issued pursuant theretoclaim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport or handling, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation the Release or conditions, revoked, withdrawn threatened Release into the indoor or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held outdoor environment by Primero Silvermex or any of the Primero Silvermex Subsidiaries of any Hazardous Substances.
(f) There are no surface rights, Leases, real property or other assets or rights of Silvermex or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals Silvermex Subsidiary that are required affected by a federally protected ecological area in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMexico.
Appears in 3 contracts
Sources: Arrangement Agreement (Silvermex Resources Inc), Arrangement Agreement (Silvermex Resources Inc), Memorandum of Agreement (First Majestic Silver Corp)
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent matters that any violation or other matter referred would not reasonably be expected to in this subsection does nothave, individually or in the aggregate, have a Material Adverse Effect on Primero Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Primero Subsidiaries:
(i) Primero Debtors, and there are no Legal Proceedings pending or, to the Primero Subsidiaries are and have been in compliance with and are not in Knowledge of the Company, threatened which allege a violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, in each case relating to the business or assets of Primero or any of the Primero Subsidiaries;
Debtors, (vb) neither Primero nor any each Debtor has received (including timely application for renewal of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero same), and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are maintained in full force and effect, all environmental permits, licenses and neither Primero nor other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the Primero Subsidiaries has received Debtors that would reasonably be expected to give rise to any notification from cost, liability or obligation of any Governmental Entity pursuant to of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any workof the Debtors, undertakingand no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, study, report, assessment, repairs, constructions liability or other expenditures are required to be made by it as a condition obligation of continued compliance with any of the Debtors under any Environmental LawsLaws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or any Environmental Approvals issued pursuant theretopipeline that has produced, stored or that any Environmental Approvals referred to above are about to be reviewedtransported hydrocarbons, made subject to limitation or conditions, revoked, withdrawn or terminated;
and (viie) there are no changes agreements in the status, terms or conditions of any Environmental Approvals held by Primero or which any of the Primero Subsidiaries or Debtors has expressly assumed responsibility for any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment known obligation of any such other Person arising under or relating to Environmental ApprovalsLaws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, which has not been made available to the Commitment Parties prior to the date hereof. Notwithstanding the generality of any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required other representations and warranties in connection with the execution or delivery of this Agreement, the consummation of representations and warranties in this Section 4.16 constitute the transactions contemplated herein or the continuation of the business sole and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero exclusive representations and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information warranties in this Agreement with respect to any environmental, health and or safety matters; and
(ix) , including any arising under or relating to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past Environmental Laws or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsHazardous Materials.
Appears in 3 contracts
Sources: Bankruptcy Agreement (Ultra Petroleum Corp), Backstop Commitment Agreement (Ultra Petroleum Corp), Backstop Commitment Agreement (Linn Energy, LLC)
Environmental. Except as disclosed The Tenant will conduct its business and operation in the Primero Disclosure Letter, or to Premises in compliance with all Environmental Laws and Permits. The Tenant will forthwith notify the extent that any violation or other matter referred to in this subsection does not, individually or in Landlord of the aggregate, have a Material Adverse Effect on Primero or occurrence of any of the Primero Subsidiariesfollowing and will provide the Landlord with copies of all relevant documentation in connection therewith:
(ia) Primero a release of a Hazardous Substance in or about the Premises and/or Lands except in strict compliance with Environmental Laws and any applicable Permits;
(b) the Primero Subsidiaries receipt by the Tenant of an Environmental Notice; or
(c) the receipt by the Tenant of information which indicates that Hazardous Substances are and have been being used, dissipated, stored, disposed of or introduced into the environmental by anyone in or about the Premises and/or Lands in a manner other than that authorized under Environmental Laws. Tenant will not permit the storage, use, treatment, disposal or introduction into the environment of Hazardous Substances in or about the Premises and/or Lands, except in compliance with and are not in violation of any, applicable Environmental Laws;
(ii) Primero and . If the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handledLandlord receives information that Hazardous Substances are being dissipated, used, stored, treated, shipped and disposed of or introduced into the environment by anyone in or about the Premises and/or Lands in a manner other than that authorized under Environmental Laws, the Tenant will conduct such investigations, searches, testing, drilling and sampling (“Investigations”) as are reasonably requested from time to time by the Landlord to determine the existence of Hazardous Substances in or about the Premises and/or Lands. If the Tenant does not complete the Investigations to the satisfaction of the Landlord, the Landlord may enter on the property of the Tenant and take any actions necessary to complete the Investigations, the cost of which actions will be borne by the Tenant as additional rent. If remedial work is required due to the presence of Hazardous Substances on or in the Premises and/or the Lands, the Tenant will take all contaminantsnecessary action, wastesat the cost of the Tenant, to restore the Premises and/or Lands to a level acceptable to the Landlord and to all governmental authorities having jurisdiction. Upon the request of the Landlord, from time to time, the Tenant will provide to the Landlord satisfactory documentary evidence that all environmental permits are valid and in good standing. Environmental Indemnity. The Tenant will indemnify and save harmless ▇▇▇▇▇▇ City, Landlord, its officers, directors, employees, agents and shareholders, from and against any and all losses, claims, costs, expenses, damages and liabilities, including all costs of defending or denying the same, and hazardous all costs of investigation, monitoring, remedial response, removal, restoration or permit acquisition and toxic substances without violation including all solicitor’s fees (on a solicitor and own client basis) and disbursements in connection therewith which at any time may be paid or incurred by or claimed against the Landlord, its officers, directors, employees, agents and shareholders, arising, directly or indirectly, out of:
(a) a breach by the Tenant of Environmental Lawsany of the covenants contained in this Section;
(iiib) there have been no spills, releases, deposits the presence of or discharges release of pollutants any Hazardous Substance on or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any off-site of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental LawsPremises and/or the Lands;
(ivc) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding any action taken by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating Landlord with respect to the business existence of any Hazardous Substance on or assets of Primero or any off-site of the Primero Subsidiaries;Premises and/or the Lands; or
(vd) neither Primero nor any of action taken by the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws Landlord in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information Notice with respect to environmental, health the existence of any Hazardous Substance on or off-site of the Premises and/or the Lands; and safety matters; and
(ix) to such indemnity will survive the knowledge expiration or any termination of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.this lease notwithstanding
Appears in 3 contracts
Sources: Lease Agreement, Lease Agreement, Lease Agreement
Environmental. (a) Except as disclosed has not or would not have a North American Business Material Adverse Effect, since December 31, 2006, CCE and its Subsidiaries and Affiliates have at all times been, and are, in compliance with respect to the North American Business and the North American Business Assets, with all applicable Environmental Laws, including, but not limited to, possessing and complying with all Permits required for their operations under applicable Environmental Laws; and have not received any written communication, whether from a Governmental Entity or other Person, alleging that CCE or its Subsidiaries or Affiliates is not in such compliance, and there are no past or present actions, conditions, activities, circumstances or occurrences that would prevent such compliance in the Primero Disclosure Letterfuture. Within forty-five (45) days of the date hereof, or CCE will deliver to TCCC a complete list of all material Permits held by CCE and its Subsidiaries and Affiliates with respect to the extent that any violation North American Business or the North American Business Assets pursuant to applicable Environmental Laws as of the date of delivery.
(b) No transfers of permits or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or governmental authorizations under Environmental Laws from any of the Primero Subsidiaries:Other CCE Businesses will be required to permit the conduct of the North American Business in material compliance with all applicable Environmental Laws as of the Effective Time, as conducted by the North American Business immediately prior to the Effective Time.
(ic) Primero and Except as would not result in a North American Business Material Adverse Effect, there is no Environmental Claim pending or, to the Primero Subsidiaries are and have been Knowledge of CCE threatened, against CCE, any North American Business Subsidiary or, to the Knowledge of CCE, any North American Joint Venture or, to the Knowledge of CCE, against any Person whose liability for any Environmental Claim, CCE, any North American Business Subsidiary or, to the Knowledge of CCE, any North American Joint Venture, has retained or assumed either contractually or by operation of law, in compliance with and are not in violation of any, Environmental Laws;each case relating to the North American Business or the North American Business Assets.
(iid) Primero and There are no past or present actions, conditions, activities, circumstances or occurrences, including the Primero Subsidiaries have operated their respective businesses at all times and have generatedRelease, received, handled, used, stored, treated, shipped and disposed threatened Release or presence of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, Hazardous Material which could reasonably be expected to form the basis of any material Environmental Claim relating to the North American Business or the North American Business Assets against CCE and its Subsidiaries and Affiliates, or to the Knowledge of CCE, against any Person whose liability for any Environmental Claim, CCE and its Subsidiaries and Affiliates has retained or assumed either contractually or by operation of law, except in each case as would not result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;a North American Business Material Adverse Effect.
(ive) no orders, notifications, directives, demands, claims, instructions, directions None of CCE or notices have been issued its Subsidiaries and remain outstanding by Affiliates is a party or subject to any Governmental Entity administrative or judicial order or decree relating to the North American Business or the North American Business Assets pursuant to any the Environmental Laws, whether or except in each case as would not result in a North American Business Material Adverse Effect.
(f) CCE and its Subsidiaries and Affiliates have the force of lawnot, relating and to the business Knowledge of CCE, no other Person has, stored, deposited, discharged, buried, dumped or assets disposed of Primero Hazardous Materials, on or beneath any Real Property currently or to the Knowledge of CCE, formerly owned, operated or leased by CCE, except for inventories of such substances to be used, and wastes generated therefrom, in the ordinary course of the North American Business, except in each case as would not result in a North American Business Material Adverse Effect. With respect to any offsite disposal location used by CCE to dispose of any Hazardous Materials, to the Knowledge of CCE, there have been no Releases of Hazardous Materials on or underneath any of the Primero Subsidiaries;such location that would result in a North American Business Material Adverse Effect.
(vg) neither Primero nor any of the Primero CCE and its Subsidiaries has failed and Affiliates have delivered or otherwise made available for inspection to report to the proper Governmental Entity the occurrence TCCC true, complete and correct copies of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation non-privileged reports, studies, plansanalyses, regulatory correspondence tests or monitoring possessed by CCE and similar information with respect its Subsidiaries and Affiliates pertaining to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability potential liability under any Environmental Law relating to Hazardous Materials in, on, beneath or adjacent to any Real Property currently or formerly owned, operated or leased by CCE and its Subsidiaries and Affiliates, or regarding the compliance by CCE and its Subsidiaries and Affiliates with applicable Environmental Laws, in each case relating to the North American Business or the North American Business Assets.
(h) Notwithstanding any provision of this Agreement to the contrary, the representations and warranties set forth in this Section 4.21 are the sole and exclusive representations relating to Environmental Laws and environmental matters in this Agreement.
Appears in 3 contracts
Sources: Business Separation and Merger Agreement (Coca-Cola Enterprises, Inc.), Business Separation and Merger Agreement (Coca Cola Enterprises Inc), Business Separation and Merger Agreement (Coca Cola Co)
Environmental. Except as disclosed The Issuer shall, and shall cause each other Securitization Entity to, promptly notify the Control Party, the Manager, the Back-Up Manager and the Trustee, in writing, upon receipt of any written notice pursuant to which any Securitization Entity becomes aware from any source (including but not limited to a governmental entity) of any possible material liability of any Securitization Entity pursuant to any Environmental Law that could reasonably be expected to have a Material Adverse Effect. In addition, other than exceptions to any of the Primero Disclosure Letter, or to the extent following that any violation or other matter referred to in this subsection does could not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect on Primero or any of Effect, the Primero SubsidiariesIssuer shall, and shall cause each other Securitization Entity to:
(a) (i) Primero and the Primero Subsidiaries are and have been in compliance comply with and are not in violation of any, all applicable Environmental Laws;
, (ii) Primero hold all Environmental Permits (each of which is in full force and the Primero Subsidiaries have effect) required for any of their current operations or for any property owned, leased, or otherwise operated their respective businesses at by any of them and obtain all times Environmental Permits for any intended operations when such Environmental Permits are required and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there comply with all of their Environmental Permits; and
(b) undertake all investigative and remedial action required by Environmental Laws with respect to any Materials of Environmental Concern present at, on, under, in, or about any Real Estate Assets or New Real Estate Assets owned, leased or operated by the Issuer or any Securitization Entity, or at any other location (including, without limitation, any location to which Materials of Environmental Concern have been no spillssent for re-use or recycling or for treatment, releases, deposits storage or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, disposal) which could reasonably be expected to (i) give rise to liability of the Issuer or any Securitization Entity under any applicable Environmental Law or otherwise result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating costs to the business or assets of Primero Issuer or any of Securitization Entity, (ii) interfere with the Primero Subsidiaries;
Issuer’s or any Securitization Entity’s continued operations or (viii) neither Primero nor any of impair the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence fair saleable value of any event which is required to be so reported Real Estate Assets or New Real Estate Assets owned by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, Issuer or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSecuritization Entity.
Appears in 3 contracts
Sources: Omnibus Amendment (Fat Brands, Inc), Base Indenture (Twin Hospitality Group Inc.), Base Indenture (Fat Brands, Inc)
Environmental. Except (a) Each Loan Party will, and will cause each of its Subsidiaries to, keep any property either owned or operated by any Loan Party or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,
(b) Each Loan Party will, and will cause each of its Subsidiaries to, ensure that the Real Property and all operations and businesses conducted thereon remains in material compliance with all with Environmental Laws and such Loan Party will not, and will cause its Subsidiaries not to, place or permit to be placed any Hazardous Materials on any Real Property except as disclosed permitted by applicable law or appropriate Governmental Authorities,
(c) Each Loan Party will, and will cause each of its Subsidiaries to, establish and maintain a system to assure and monitor continued compliance with all applicable Environmental Laws which system shall include periodic review of such compliance,
(d) Each Loan Party will, and will cause each of its Subsidiaries to, (i) employ in connection with the use of any Real Property appropriate technology necessary to maintain material compliance with any applicable Environmental Laws and (ii) dispose of any and all Hazardous Materials generated at the Real Property only at facilities and with carriers that maintain valid permits under RCRA and any other applicable Environmental Laws. The Loan Parties shall, and shall cause their respective Subsidiaries to, use best efforts to obtain certificates of disposal, such as hazardous waste manifest receipts, from all treatment, transport, storage or disposal facilities or operators employed by such Loan Parties or their respective Subsidiaries in connection with the transport or disposal of any Hazardous Materials generated at any Real Property,
(e) Each Loan Party will, and will cause each of its Subsidiaries to, promptly notify Agent of any Release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto any Real Property owned or operated by any Loan Party or its Subsidiaries and take any Remedial Actions required to a▇▇▇▇ said release or otherwise to come into compliance, in all material respects, with applicable Environmental Law,
(f) Each Loan Party will, and will cause each of its Subsidiaries to, promptly, but in any event within five Business Days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority,
(g) Each Loan Party will, and will cause each of its Subsidiaries to, promptly forward to Agent copies of any request for information, notification of potential liability, demand letter relating to potential responsibility with respect to the investigation or cleanup of Hazardous Materials at any other site owned, operated or used by the Loan Parties and/or their respective Subsidiaries to dispose of Hazardous Materials and shall continue to forward copies of correspondence between the applicable Loan Party or Subsidiary, and the Governmental Authority regarding such claims to Agent until the claim is settled. The Loan Parties shall promptly forward to Agent copies of all documents and reports concerning any Release or threat of Release of a reportable quantity of any Hazardous Substances at the Real Property (any such event being hereinafter referred to as a “Hazardous Discharge”) that the Loan Parties and/or their respective Subsidiaries are required to file under any Environmental Laws. Such information is to be provided solely to allow Agent to protect Agent's security interest in and Lien on the Real Property and the Collateral.
(h) Each Loan Party will, and will cause each of its Subsidiaries to, respond promptly to any Hazardous Discharge or Environmental Action and take all necessary Remedial Actions in order to safeguard the health of any Person and to avoid subjecting the Collateral or Real Property to any Environmental Lien. If the Loan Parties shall fail to, or fail to cause their respective Subsidiaries to, respond promptly to any Hazardous Discharge or Environmental Action or the Loan Parties shall fail to, or fail to cause their respective Subsidiaries to, comply with any of the requirements of any Environmental Laws, Agent on behalf of Lenders may, but without the obligation to do so, for the sole purpose of protecting Agent's interest in the Primero Disclosure LetterCollateral: (A) give such notices or (B) enter onto the Real Property (or authorize third parties to enter onto the Real Property) and take such actions as Agent (or such third parties as directed by Agent) deem reasonably necessary or advisable, to clean up, remove, mitigate or otherwise deal with any such Hazardous Discharge or Environmental Action. All reasonable costs and expenses incurred by Agent and Lenders (or such third parties) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest thereon from the date expended at the Default Rate for Base Rate Loans constituting Revolving Loans shall be paid upon demand by the Loan Parties, and until paid shall be added to and become a part of the extent Obligations secured by the Liens created by the terms of this Agreement or any other agreement between Agent, any Lender and the Loan Parties.
(i) Promptly upon the written request of Agent subsequent to a Hazardous Discharge, the Loan Parties shall provide Agent, at the Loan Parties’ sole expense, with an environmental site assessment or environmental audit report prepared by an environmental engineering firm acceptable in the reasonable opinion of Agent, to assess with a reasonable degree of certainty the existence of a Hazardous Discharge and the potential costs in connection with abatement, cleanup and removal of any Hazardous Materials found on, under, at or within the Real Property. Any report or investigation of such Hazardous Discharge proposed and acceptable to an appropriate Governmental Authority that any violation or other matter referred is charged to in this subsection does notoversee the clean-up of such Hazardous Discharge shall be acceptable to Agent. If such estimates, individually or in the aggregate, exceed $100,000, Agent shall have the right to require Loan Parties to post a Material Adverse Effect on Primero bond, letter of credit or any other security reasonably satisfactory to Agent to secure payment of the Primero Subsidiaries:these costs and expenses.
(ij) Primero The Loan Parties shall defend and the Primero Subsidiaries are indemnify each Indemnified Person harmless from and have been in compliance with against all loss, liability, damage and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demandsexpense, claims, instructionscosts, directions fines and penalties, including attorney's fees, suffered or notices have been issued and remain outstanding incurred by any Governmental Entity pursuant to Agent or Lenders under or on account of any Environmental Laws, including the assertion of any Lien thereunder, with respect to any Hazardous Discharge, the presence of any Hazardous Materials affecting the Real Property, whether or not have the force same originates or emerges from the Real Property or any contiguous real estate, including any loss of law, relating value of the Real Property as a result of the foregoing except to the business or assets extent such loss, liability, damage and expense is attributable to any Hazardous Discharge resulting from actions on the part of Primero Agent or any Lender. The Loan Parties’ obligations under this Section 5.9(j) shall arise upon the discovery of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence presence of any event which is required to be so reported by Hazardous Materials at the Real Property, whether or not any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under federal, state, or local environmental agency has taken or threatened any Environmental Laws action in connection with the operation presence of their respective businesses any Hazardous Materials. The Loan Parties’ obligation and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of indemnifications hereunder shall survive the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery termination of this Agreement. For the avoidance of doubt, this clause (j) shall be supplemental to the consummation provisions of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;Section 10.3.
(viiik) Primero For purposes of Section 4.11 and the Primero Subsidiaries have made available 5.9, all references to Northgate Real Property shall be deemed to include all material auditsof Loan Parties’ and their respective Subsidiaries’ right, assessments, investigation reports, studies, plans, regulatory correspondence title and similar information with respect interest in and to environmental, health its owned and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsleased premises.
Appears in 3 contracts
Sources: Credit Agreement (Hudson Technologies Inc /Ny), Credit Agreement (Hudson Technologies Inc /Ny), Credit Agreement (Hudson Technologies Inc /Ny)
Environmental. Except as disclosed in the Primero Pembina Disclosure Letter, or Letter and to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero knowledge of Pembina: (i) none of Pembina or any of the Primero Subsidiaries:
(i) Primero and the Primero its Subsidiaries are and have been in compliance with and are not is in violation of any, any Environmental Laws;
Laws in any material respect; (ii) Primero each of Pembina and its Subsidiaries has all permits, authorizations and approvals required under any applicable Environmental Laws to operate the Primero Subsidiaries have operated Relevant Business of Pembina and are in material compliance with their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
requirements; (iii) there have been no not occurred any material spills, releasesemissions or pollution on any property of Pembina or its Subsidiaries as a result of their operations, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero nor has Pembina or any of the Primero its Subsidiaries been subject to any stop orders, control orders, clean-up orders or reclamation orders under applicable Environmental Laws which remain open or outstanding; (iv) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Encumbrances, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against Pembina or any of its Subsidiaries, and Pembina has reasonably concluded that there are no facts or from Primero assets or operations, circumstances which could would reasonably be expected to result in Liability under form the basis for any Environmental Lawsuch administrative, that have not been reportedregulatory or judicial actions, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directivessuits, demands, demand letters, claims, instructionsliens, directions orders, directions, notices of non-compliance or notices have been issued violation, investigation or proceedings; and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor Pembina has reasonably concluded that there are no costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions properties or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretopermit, license or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval ofapproval, any Governmental Entity of such Environmental Approvals that are required in connection related constraints on operating activities and any potential liabilities to third parties) associated with the execution or delivery effect of this AgreementEnvironmental Laws on various business, the consummation operations and properties of the transactions contemplated herein or the continuation of the business Pembina and operations of Primero or any of the Primero its Subsidiaries following the Effective Date;
(viii) Primero that would be material to Pembina and the Primero Subsidiaries have made available to Northgate all material auditsits Subsidiaries, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawstaken as a whole.
Appears in 3 contracts
Sources: Arrangement Agreement (Kinder Morgan Canada LTD), Arrangement Agreement (Pembina Pipeline Corp), Arrangement Agreement (Kinder Morgan Canada LTD)
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent matters that any violation or other matter referred would not reasonably be expected to in this subsection does nothave, individually or in the aggregate, have a Material Adverse Effect on Primero Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Primero Subsidiaries:
(i) Primero Debtors, and there are no Legal Proceedings pending or, to the Primero Subsidiaries are and have been in compliance with and are not in Knowledge of the Company, threatened which allege a violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, in each case relating to the business or assets of Primero or any of the Primero Subsidiaries;
Debtors, (vb) neither Primero nor any each Debtor has received (including timely application for renewal of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero same), and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are maintained in full force and effect, all environmental permits, licenses and neither Primero nor other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the Primero Subsidiaries has received Debtors that would reasonably be expected to give rise to any notification from cost, liability or obligation of any Governmental Entity pursuant to of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any workof the Debtors, undertakingand no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, study, report, assessment, repairs, constructions liability or other expenditures are required to be made by it as a condition obligation of continued compliance with any of the Debtors under any Environmental LawsLaws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or any Environmental Approvals issued pursuant theretopipeline that has produced, stored or that any Environmental Approvals referred to above are about to be reviewedtransported Hydrocarbons, made subject to limitation or conditions, revoked, withdrawn or terminated;
and (viie) there are no changes agreements in the status, terms or conditions of any Environmental Approvals held by Primero or which any of the Primero Subsidiaries or Debtors has expressly assumed responsibility for any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment known obligation of any such other Person arising under or relating to Environmental ApprovalsLaws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, which has not been made available to the Commitment Parties prior to the date hereof. Notwithstanding the generality of any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required other representations and warranties in connection with the execution or delivery of this Agreement, the consummation of representations and warranties in this Section 4.16 constitute the transactions contemplated herein or the continuation of the business sole and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero exclusive representations and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information warranties in this Agreement with respect to any environmental, health and or safety matters; and
(ix) , including any arising under or relating to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past Environmental Laws or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsHazardous Materials.
Appears in 3 contracts
Sources: Backstop Commitment and Equity Investment Agreement (Vanguard Natural Resources, Inc.), Backstop Commitment and Equity Investment Agreement (Vanguard Natural Resources, LLC), Backstop Commitment and Equity Investment Agreement (Vanguard Natural Resources, LLC)
Environmental. Except With respect to each item of Underlying Collateral as disclosed of the applicable Cut-Off Date for the Portfolio Asset related to such Underlying Collateral, to the actual knowledge of a Responsible Officer of the Borrower, except as expressly provided in the Primero Disclosure LetterLoan Asset Schedule for such Portfolio Asset prior to such Cut-Off Date: (i) the related Obligor’s operations comply in all material respects with all applicable Environmental Laws; (ii) none of the related Obligor’s operations is the subject of a Federal or State investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (iii) the related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment. As of the applicable Cut-Off Date for the Portfolio Asset related to such Underlying Collateral, the Borrower has not received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral. (bb) Anti-Terrorism Laws and Sanctions / International Trade Law Compliance / Anti-Money Laundering Laws. As of the date of this Agreement and each Payment Date and at all times until this Agreement has been terminated and all amounts hereunder have been indefeasibly paid in full in cash, that: (i) no Borrower Covered Entity (A) is a Sanctioned Person; (B) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Laws and Sanctions; (C) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Laws and Sanctions; or (D) engages in any dealings or transactions prohibited by any Anti-Terrorism Laws and Sanctions or Anti-Corruption Laws; (ii) the proceeds of this Agreement will not be used, directly or knowingly indirectly, by the Borrower, or to the extent that Borrower’s knowledge by any violation other Person, to fund any operations in, finance any investments or other matter referred to in this subsection does notactivities in, individually or, make any payments to, a Sanctioned Country or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are not Sanctioned Person in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
any Applicable Law; (iii) there have been no spillsthe funds used to pay the Calculation Agent, releasesto the extent received from the Borrower, deposits or discharges of pollutants or hazardous or toxic substancesare not directly or, contaminants or wastes into the earthknowingly, air or into indirectly derived from any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated unlawful activity; and remedied in compliance with Environmental Laws;
(iv) to the Borrower’s knowledge, the Borrower Covered Entity is in compliance with, and no ordersBorrower Covered Entity directly or knowingly indirectly engages in any dealings or transactions prohibited by, notificationsany Anti-Terrorism Laws and Sanctions, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Anti-Corruption Laws, whether or not have Anti-Money Laundering Laws. The Borrower covenants and agrees that it shall promptly notify the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity Calculation Agent in writing upon the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information Reportable Compliance Event with respect to environmentalthe Borrower Covered Entity, health and safety matters; and
(ix) except to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsextent such notice is prohibited by Applicable Law.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (TCG BDC II, Inc.), Loan and Servicing Agreement (TCG BDC II, Inc.)
Environmental. (a) Except as disclosed set forth on Part 3.18(a) of the Disclosure Schedule, each of the Acquired Companies has complied and is, and since January 1, 2013, has been, in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements.
(b) Except as set forth on Part 3.18(b) of the Primero Disclosure LetterSchedule, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregateAcquired Companies have obtained, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero complied with and the Primero Subsidiaries are and have been in compliance with all Governmental Authorizations and other authorizations that are not in required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Acquired Companies and the operation of the Business.
(c) None of the Acquired Companies nor any of their Affiliates has received any written or, to the knowledge of Seller, oral notice, report or other information regarding any actual or alleged violation of anyEnvironmental, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastesHealth, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseSafety Requirements, or any municipal liabilities or other sewer potential liabilities (whether accrued, absolute, contingent, unliquidated or drain or drinking or water systemsotherwise), by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could that would reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant liability to any Environmental LawsAcquired Company, whether including any investigatory, remedial or not have the force of lawcorrective obligations, relating to the business or assets of Primero or any of the Primero Subsidiaries;them or their current or former facilities arising under Environmental, Health, and Safety Requirements.
(vd) neither Primero nor any None of the Primero Subsidiaries Acquired Companies has failed treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or owned or operated any property or facility in a manner that has given or would be expected to report give rise to the proper Governmental Entity the occurrence of material liabilities, including any event which is required to be so reported by any Environmental Laws;
(vi) Primero material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses consultant fees and the ownership and use including rehabilitation of their respective assetscosts, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any workCERCLA, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Lawsamended, or any Environmental Approvals issued pursuant theretoother Environmental, or that any Environmental Approvals referred to above are about to be reviewedHealth, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSafety Requirements.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (United Online Inc)
Environmental. Except as disclosed in the Primero Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Northgate or any of the Primero Northgate Subsidiaries:
(i) Primero Northgate and the Primero Northgate Subsidiaries are and have been in compliance with with, and are not in violation of anyof, any Environmental Laws;
(ii) Primero Northgate and the Primero Northgate Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, systems by Primero Northgate or any of the Primero Subsidiaries, Northgate Subsidiaries or from Primero Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero Northgate or any of the Primero Northgate Subsidiaries;
(v) neither Primero Northgate nor any of the Primero Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero Northgate and the Primero Northgate Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero Northgate nor any of the Primero Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Northgate or any of the Primero Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero Northgate or any of the Primero Northgate Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all there are no material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health health, and safety matters; and
(ix) to the knowledge of PrimeroNorthgate, none of Primero Northgate and the Primero Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 2 contracts
Sources: Arrangement Agreement (AuRico Gold Inc.), Arrangement Agreement (Northgate Minerals CORP)
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that for any violation or other matter referred to in this subsection does notmatters that, individually or in the aggregate, would not have a Material Adverse Effect on Primero or any of the Primero SubsidiariesOrezone:
(i) Primero all facilities and operations of Orezone and the Primero Orezone Subsidiaries are and have been conducted, and are now, in compliance with and are not in violation of any, all Environmental Laws;
(ii) Primero and the Primero Essakane 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 respects with all Environmental Laws, neither Orezone nor any of the Orezone Subsidiaries have operated their respective businesses at has caused or permitted the release of any Hazardous Substances at, in, on, under or from the Essakane Property, except in compliance with all times and have generated, received, Environmental Laws; all Hazardous Substances handled, usedrecycled, storeddisposed of, treatedtreated or stored on or off site of the Essakane Property have been handled, shipped recycled, disposed of, treated and disposed stored in material compliance with all Environmental Laws and to the knowledge of Orezone, there are no Hazardous Substances at, in, on, under or migrating from the Essakane Property except in material compliance with all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spillseither Orezone or one of Essakane S.A. or Essakane s.a.r.l. is in possession of all Environmental Approvals (all of which are being complied with in all material respects) required to own, releaseslease, deposits operate, develop and exploit the Essakane Property and to conduct its business as it is now being conducted or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably contemplated to be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Lawsconducted;
(iv) no ordersenvironmental, notifications, directives, demands, claims, instructions, directions reclamation or notices have been issued and remain outstanding by any Governmental Entity pursuant abandonment obligation or work orders or other liabilities presently exist with respect to any Environmental Lawsportion of the Essakane Property and, whether or not have the force of law, relating to the business knowledge of Orezone and the Orezone Subsidiaries, there is no basis for any such obligations or assets liabilities to arise in the future as a result of Primero or any of activity on the Primero SubsidiariesEssakane Property;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence knowledge of any event which is required to be so reported by any Environmental Laws;
(vi) Primero Orezone and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsOrezone Subsidiaries, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no actual changes in the status, terms or conditions of any Environmental Approvals now held by Primero Orezone or any of the Primero Orezone Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction transfer or amendment of any such Environmental ApprovalsApproval, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation completion of the Arrangement or the other transactions contemplated herein or the continuation of the business of Orezone and operations of Primero or any of the Primero Orezone Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ixvi) to except as disclosed by Orezone in the knowledge Orezone Disclosure Letter, neither Orezone nor any of Primerothe Orezone Subsidiaries has received from any Person or Governmental Entity any notice, none formal or informal, of Primero and the Primero Subsidiaries are subject to any past proceeding, action or present factother claim, condition liability or circumstance that could reasonably be expected to result in Liability potential liability arising under any Environmental LawsLaw that is pending.
Appears in 2 contracts
Sources: Arrangement Agreement (Iamgold Corp), Arrangement Agreement (Orezone Resources Inc)
Environmental. Except (A) Landlord warrants that, to the best of its knowledge, there is no Hazardous Substances (as disclosed defined below) in or around the Premises. Tenant covenants to commit no act of waste and to take good care of the Premises and the fixtures and appurtenances thereon, and shall, in the Primero Disclosure Letteruse and occupancy of the Premises comply with all present and future laws, or to orders and regulations of the extent that any violation or other matter referred to in this subsection does notfederal, individually or in the aggregate, have a Material Adverse Effect on Primero state and municipal governments or any of their departments affecting the Primero Subsidiaries:Premises and with any and all environmental requirements resulting from the Tenant’s use of the Premises. This covenant shall survive the expiration or sooner termination of this Lease. With respect to Hazardous Substances and/or environmental laws, Landlord shall make all necessary repairs to the Premises and to the Common Areas, to include but not be limited to, repairs to all Improvements outside of the Building, including to the parking lot, sidewalks, landscaped areas, the roof, windows and other structural portions of the Building and to the Building systems (including the heating, ventilating and air conditioning, electrical and plumbing lines) unless said systems service only the Premises, except where the repair has been made necessary by misuse or neglect by Tenant or Tenant’s agents, servants, visitors or licensees, in which event Landlord shall nevertheless make the repair but Tenant shall pay to Landlord, as Additional Rent, within thirty (30) days after demand including reasonable supporting documentation, the reasonable and actual cost therefor (net of any insurance proceeds which Landlord may receive on account of such repair). Landlord shall comply with all present and future laws, orders and regulations of the federal, state and municipal governments or any of their departments affecting Hazardous Substances in the Common Areas, except where the need for such compliance has been made necessary by the specific manner of Tenant’s use, in which case Landlord shall effect the compliance but Tenant shall pay to Landlord, as Additional Rent, immediately upon demand, the costs thereof.
(iB) Primero Tenant acknowledges the existence of environmental laws, rules and regulations. Tenant shall comply with any and all such laws, rules and regulations.
(C) Tenant agrees not to generate, store, manufacture, refine, transport, treat, dispose of, or otherwise permit to be present on or about the Primero Subsidiaries are Premises, any Hazardous Substances. As used herein, “Hazardous Substances” shall be defined as any “hazardous chemical,” “hazardous substance” or similar term as defined in the Comprehensive Environmental Responsibility Compensation and Liability Act, as amended (42 U.S.C. 9601, et seq.), the New Jersey Environmental Cleanup Responsibility Act, as amended, N.J.S.A. 13:1K-6 et seq. and/or the Industrial Site Recovery Act (“ISRA”), the New Jersey Spill Compensation and Control Act, as amended, N.J.S.A. 58:10-23.11b, et seq., any rules or regulations promulgated thereunder, or in any other applicable federal, state or local law, rule or regulation dealing with environmental protection. Hazardous Substances shall not include office supplies, cleaning supplies, and other similar supplies and materials used in the ordinary course of Tenant’s business. It is understood and agreed that the provisions contained in this Section shall be applicable notwithstanding the fact that any substance shall not be deemed to be a Hazardous Substance at the time of its use by the Tenant but shall thereafter be deemed to be a Hazardous Substance.
(D) In the event Tenant fails to comply with any governmental law relating to Hazardous Substances applicable to Tenant as of the termination or sooner expiration of the Lease and as a consequence thereof Landlord is unable to rent the Demised Premises, then the Landlord shall treat the Tenant as one who has not removed at the end of its Term, and thereupon be entitled to all remedies against the Tenant provided by law in that situation including a monthly rental of one hundred fifty (150%) percent of the Basic Rent for the last month of the Term of this Lease or any renewal term (plus any Additional Rents), payable in advance on the first day of each month, until such time as Tenant provides Landlord with a negative declaration or confirmation that any required clean-up plan has been successfully completed.
(E) Tenant agrees to defend, indemnify and hold harmless Landlord and each mortgagee of the Premises from and against any and all liabilities, damages, claims, losses, judgments, causes of action, costs and expenses (including the reasonable fees and expenses of counsel) which may be incurred by the Landlord or any such mortgagee or threatened against Landlord or such mortgagee, relating to or arising out of any breach by Tenant of the undertakings set forth in this Section, said indemnity to survive the Lease expiration or sooner termination.
(F) Notwithstanding anything contained herein to the contrary, Tenant shall have no responsibility for any cost or expense for any Hazardous Substance or environmental condition caused or created by Landlord or Landlord’s agents, employees or contractors, or determined to have been in compliance with existence at the Premises prior to the Commencement Date of this Lease. Landlord agrees to defend, indemnify and are not in violation of anyhold harmless Tenant from and against any and all liabilities, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demandsdamages, claims, instructionslosses, directions judgments, causes of action, costs and expenses (including the reasonable fees and expenses of counsel, environmental cleanup costs, administrative and remediation costs, fines and penalties levied or notices have been issued and remain outstanding assessed by any Governmental Entity pursuant to any Environmental Laws, whether the NJDEP or not have the force of law, relating other state or federal administrative agencies having jurisdiction with respect to the business or assets of Primero or any of the Primero Subsidiaries;
(vDemised Premises) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to may be so reported incurred by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it Tenant as a result of said pre-existing Hazardous Substance or pre-existing condition of continued compliance with any Environmental Lawscaused or created by Landlord, Landlord’s agents, employees or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred contractors. Tenant agrees to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in notify Landlord immediately upon the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment discovery of any such Environmental Approvals, pre-existing Hazardous Substance or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsenvironmental condition.
Appears in 2 contracts
Sources: Lease (Project Clean, Inc.), Lease (Project Clean, Inc.)
Environmental. Except as disclosed in the Primero Disclosure LetterEach Borrower will, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any and will cause each of the Primero Subsidiariesits Subsidiaries to:
(ia) Primero and Keep any property either owned or operated by Parent or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the Primero Subsidiaries are and have been in compliance with and are not in violation of any, obligations or liability evidenced by such Environmental Laws;Liens,
(iib) Primero Comply, in all material respects, with Environmental Laws and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed provide to Agent documentation of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;such compliance which Agent reasonably requests,
(iiic) there have been no spillsPossess all material authorizations (including without limitation all permits, releasesapprovals, deposits or discharges of pollutants or hazardous or toxic substanceslicenses, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisefilings, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or registrations) from Primero assets or Governmental Authorities required under Environmental Law to conduct such Borrowers’ ethanol production operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all maintain such Environmental Approvals are authorizations in full force and effect, and neither Primero nor operate in material compliance with all such authorizations,
(d) Promptly notify Agent of any Release of Hazardous Materials in any quantity that would require reporting to a Governmental Authority under Environmental Laws from or at property or assets owned or operated by Parent or its Subsidiaries, providing Agent with copies of any and all reports, assessments, or other documentation relating to such release,
(e) Promptly undertake any Remedial Actions required to be taken under Environmental Law in the event of any material Release or threat of a material Release of Hazardous Materials that occurs within or otherwise impacts property owned or operated by Parent or its Subsidiaries, providing Agent with copies of any and all reports, assessments, or other documentation relating to such Release, and
(f) Promptly, but in any event within 5 Business Days of its receipt thereof, provide Agent with written notice received by any Borrower or any of its Subsidiaries of any of the Primero Subsidiaries following: (i) notice that an Environmental Lien has received been filed against any notification from any Governmental Entity pursuant to any Environmental Laws that any workof the real or personal property of Parent or its Subsidiaries, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(viiii) there are no changes in the status, terms or conditions commencement of any Environmental Approvals held by Primero Action or written notice that an Environmental Action will be filed against Parent or its Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority relating to Parent’s or any of the Primero Subsidiaries or any renewalits Subsidiaries’ compliance with Environmental Law, modification, revocation, reassurance, alteration, transfer, restriction or amendment providing Agent with copies of any and all documentation relating to such notices or Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsActions.
Appears in 2 contracts
Sources: Credit Agreement (Aventine Renewable Energy Holdings Inc), Credit Agreement (Aventine Renewable Energy Holdings Inc)
Environmental. Except as disclosed in the Primero KML Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Letter (i) none of KML or any of its Subsidiaries is in violation of any Environmental Laws in any material respect; (ii) each of KML and its Subsidiaries (or, to the Primero Subsidiaries:
(iknowledge of KML, the operator of any KML JV that is not operated by a Subsidiary of KML) Primero has all material permits, authorizations and approvals required under any applicable Environmental Laws to operate the Primero Subsidiaries are Purchased Business as presently conducted or for the ownership and have been use of the assets forming part of the Purchased Business in compliance with all applicable Laws and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated material compliance with their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
requirements; (iii) there have been no not occurred any material spills, releasesemissions or pollution on any property of KML or its Subsidiaries as a result of their operations, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero nor has KML or any of the Primero its Subsidiaries been subject to any stop orders, control orders, clean-up orders or reclamation orders under applicable Environmental Laws that would be material to KML and its Subsidiaries, taken as a whole; (iv) to the KML’s knowledge, there are no pending administrative, regulatory or from Primero assets judicial actions, suits, demands, demand letters, claims, Encumbrances, orders, directions, notices of non-compliance or operationsviolation, investigation or proceedings relating to any Environmental Law against KML or any of its Subsidiaries that would be material to KML and its Subsidiaries, taken as a whole, and KML has reasonably concluded that there are no facts or circumstances which could would reasonably be expected to result in Liability under form the basis for any Environmental Lawsuch administrative, that have not been reportedregulatory or judicial actions, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directivessuits, demands, demand letters, claims, instructionsEncumbrances, directions orders, directions, notices of non-compliance or notices have been issued violation, investigation or proceedings, that would be material to KML and remain outstanding by any Governmental Entity pursuant to any Environmental Lawsits Subsidiaries, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
taken as a whole; and (v) neither Primero nor KML has reasonably concluded that there are no costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions properties or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretopermit, license or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval ofapproval, any Governmental Entity of such Environmental Approvals that are required in connection related constraints on operating activities and any potential liabilities to third parties) associated with the execution or delivery effect of this AgreementEnvironmental Laws on various business, the consummation operations and properties of the transactions contemplated herein or the continuation of the business KML and operations of Primero or any of the Primero its Subsidiaries following the Effective Date;
(viii) Primero that would be material to KML and the Primero Subsidiaries have made available to Northgate all material auditsits Subsidiaries, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawstaken as a whole.
Appears in 2 contracts
Sources: Arrangement Agreement (Pembina Pipeline Corp), Arrangement Agreement (Kinder Morgan Canada LTD)
Environmental. Except as disclosed (i) Each of Yamana and the Yamana Material Subsidiaries has carried on its operations in the Primero Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;Yamana.
(ii) Primero (A) To Yamana’s knowledge, the Yamana Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could extent that such non-compliance would not reasonably be expected to result have a Material Adverse Effect on Osisko; (B) none of Yamana or the Yamana Material Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Yamana Property, except in Liability under any Environmental Lawcompliance, that have not been reportedindividually or in the aggregate, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any all Environmental Laws, whether except where the failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Yamana; (C) all Hazardous Substances handled, recycled, disposed of, treated or not stored on or off site of the Yamana Properties have the force of lawbeen handled, relating recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required extent that a failure to be so reported by any Environmental Laws;
in such compliance would not be reasonably likely to have a Material Adverse Effect on Yamana; and (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ixD) to the knowledge of PrimeroYamana, none of Primero there are no Hazardous Substances at, in, on, under or migrating from any Yamana Property, except in material compliance with all Environmental Laws and except to the Primero Subsidiaries are subject extent that any failures to any past or present fact, condition or circumstance that could be in compliance would not reasonably be expected to have a Material Adverse Effect on Yamana.
(iii) To the knowledge of Yamana, none of Yamana or the Yamana Material Subsidiaries has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Regulatory Authority; (B) proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Regulatory Authority that creates the reasonable potential for any proceeding, action, or other claim against Yamana or a Yamana Material Subsidiary. To the knowledge of Yamana, no site or facility now or previously owned, operated or leased by Yamana or a Yamana Material Subsidiary is listed or, to the knowledge of Yamana, is proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.
(iv) Except to the extent that would not reasonably be expected to have a Material Adverse Effect on Yamana, none of Yamana or the Yamana Material Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any of the Yamana Properties in such a manner as: (A) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Yamana; or (B) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation of any of the Yamana Properties or the assets of Yamana or a Yamana Material Subsidiary.
(v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Yamana, none of Yamana or the Yamana Material Subsidiaries has received from any person or Regulatory Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.
Appears in 2 contracts
Sources: Arrangement Agreement (Agnico Eagle Mines LTD), Arrangement Agreement (Yamana Gold Inc.)
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero AuRico or any of the Primero AuRico Subsidiaries:
(i) Primero AuRico and the Primero AuRico Subsidiaries are and have been in compliance with with, and are not in violation of anyof, any Environmental Laws;
(ii) Primero AuRico and the Primero AuRico Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, systems by Primero AuRico or any of the Primero Subsidiaries, AuRico Subsidiaries or from Primero AuRico’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero AuRico or any of the Primero AuRico Subsidiaries;
(v) neither Primero AuRico nor any of the Primero AuRico Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero AuRico and the Primero AuRico Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero AuRico nor any of the Primero AuRico Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero AuRico or any of the Primero AuRico Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero AuRico or any of the Primero AuRico Subsidiaries following the Effective Date;
(viii) Primero AuRico and the Primero AuRico Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health health, and safety matters; and
(ix) to the knowledge of PrimeroAuRico, none of Primero AuRico and the Primero AuRico Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 2 contracts
Sources: Arrangement Agreement (AuRico Gold Inc.), Arrangement Agreement (Northgate Minerals CORP)
Environmental. Except as disclosed in the Primero Disclosure Letter, (i) Keep any property either owned or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero operated by it or any of the Primero Subsidiaries:
(i) Primero and the Primero its Subsidiaries are and have been in compliance with and are not in violation free of any, any Environmental Laws;
Liens; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastesmaterially comply, and hazardous cause each of its Subsidiaries to materially comply, with all Environmental Laws and toxic substances without violation provide to the Collateral Agent any documentation of such compliance required to be maintained pursuant to Environmental Laws;
Laws which the Required Lenders may reasonably request; (iii) there have been no spills, releases, deposits provide the Agents written notice within five (5) days of any Release of a Hazardous Material in excess of any reportable quantity from or discharges of pollutants onto property at any time owned or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, operated by Primero it or any of the Primero Subsidiaries, or from Primero assets or operations, its Subsidiaries which could reasonably be expected to result in Liability have a Material Adverse Effect and take any Remedial Actions required under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
Laws to ▇▇▇▇▇ said Release; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have provide the Agents with written notice within 10 days of the receipt of any of the following: (A) notice that an Environmental Lien has been issued and remain outstanding by filed against any Governmental Entity pursuant to property of any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero Loan Party or any of the Primero its Subsidiaries;
; (vB) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions commencement of any Environmental Approvals held by Primero Action or notice that an Environmental Action will be filed against any Loan Party or any of the Primero Subsidiaries its Subsidiaries; and (C) notice of a violation, citation or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that other administrative order which could reasonably be expected to result have a Material Adverse Effect; and (v) engage a third party, acceptable to the Required Lenders, to audit, on or within 10 days prior to each of the first anniversary of the Effective Date, the second anniversary of the Effective Date and the third anniversary of the Effective Date, each applicable Loan Party's established compliance programs at the Significant Permit Areas as of such date (each such audit, a "Compliance Audit"); provided that each Compliance Audit shall (A) be in Liability under form and substance reasonably satisfactory to the Collateral Agent, (B) include recommended and reasonably appropriate best management practices to sustain compliance with Environmental Laws and an implementation schedule for such compliance and (C) be furnished to each Agent and each Lender within 5 days after the completion of such Compliance Audit; and provided, further, that, unless otherwise agreed to by the Required Lenders, on or around the dates that are 3 months after the completion of each Compliance Audit and 6 months after the completion of each Compliance Audit, the Collateral Agent shall have received evidence, in form and substance satisfactory to the Required Lenders, that each applicable Loan Party has adopted any Environmental Lawssuch recommended and reasonably appropriate best management practices in accordance with the implementation schedule recommended in such Compliance Audit.
Appears in 2 contracts
Sources: Financing Agreement, Financing Agreement (Westmoreland Resource Partners, LP)
Environmental. Except as disclosed in the Primero Alamos Disclosure Letter, Letter or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero SubsidiariesAlamos:
(i) Primero Alamos and the Primero Alamos Subsidiaries are and have been in compliance with with, and are not in violation of anyof, any Environmental Laws;
(ii) Primero Alamos and the Primero Alamos Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into or in the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, systems by Primero Alamos or any of the Primero SubsidiariesAlamos Subsidiaries or at, to or from Primero Alamos’s or any of the Alamos Subsidiaries’ assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero Alamos or any of the Primero Alamos Subsidiaries;
(v) neither Primero Alamos nor any of the Primero Alamos Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ixvi) to the knowledge of PrimeroAlamos, none of Primero Alamos and the Primero Alamos Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 2 contracts
Sources: Arrangement Agreement (Richmont Mines Inc), Arrangement Agreement (Alamos Gold Inc)
Environmental. (i) Except as disclosed described in the Primero Agrium Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does Documents and except as would not, individually or in the aggregate, result in a Material Adverse Effect on Agrium:
(1) Agrium is not in violation of any Environmental Laws;
(2) Agrium has all permits, authorizations and approvals required under any applicable Environmental Laws and is in compliance with requirements thereof;
(3) there are no pending or, to the knowledge of Agrium, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings against Agrium relating to any Hazardous Substances or Environmental Laws; and
(4) to the knowledge of Agrium, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting Agrium relating to Hazardous Substances or any Environmental Laws.
(ii) In the ordinary course of its business, Agrium periodically reviews the effect of Environmental Laws on the business operations and properties of Agrium, in the course of which it identifies and evaluates associated costs and liabilities (including any capital or operating expenditures required for clean-up, rehabilitation, reclamation and closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, Agrium has reasonably concluded that such associated costs and liabilities that have not been accounted for would not, singly or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;Agrium.
(iii) there have been no spillsExcept as described in the Agrium Disclosure Documents and except as would not, releasesindividually or in the aggregate, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Lawa Material Adverse Effect on Agrium, that have not been reported, mitigated and remedied in compliance with Environmental Laws;Agrium has:
(iv1) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have posted the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence full amount of any event which is mine reclamation and rehabilitation financial assurance required to be so reported by applicable Laws and any Environmental Laws;
(vi) Primero permits, authorizations and the Primero Subsidiaries hold all Environmental Approvals required under approvals and does do not anticipate any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes material increase in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity amount of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety mattersfinancial assurance; and
(ix2) to the knowledge of Primerocompleted all progressive mine reclamation and rehabilitation required by applicable Laws and any permits, none of Primero authorizations and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.approvals;
Appears in 2 contracts
Sources: Arrangement Agreement (Potash Corp of Saskatchewan Inc), Arrangement Agreement (Agrium Inc)
Environmental. Except as disclosed (i) Each of Agnico Eagle and the Agnico Eagle Material Subsidiaries has carried on its operations in the Primero Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;Agnico Eagle.
(ii) Primero (A) To Agnico Eagle’s knowledge, the Agnico Eagle Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could extent that such non-compliance would not reasonably be expected to result have a Material Adverse Effect on Osisko; (B) none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Agnico Eagle Property, except in Liability under any Environmental Lawcompliance, that have not been reportedindividually or in the aggregate, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any all Environmental Laws, whether except where the failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Agnico Eagle; (C) all Hazardous Substances handled, recycled, disposed of, treated or not stored on or off site of the Agnico Eagle Properties have the force of lawbeen handled, relating recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required extent that a failure to be so reported by any Environmental Laws;
in such compliance would not be reasonably likely to have a Material Adverse Effect on Agnico Eagle; and (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ixD) to the knowledge of PrimeroAgnico Eagle, none of Primero there are no Hazardous Substances at, in, on, under or migrating from any Agnico Eagle Property, except in material compliance with all Environmental Laws and except to the Primero Subsidiaries are subject extent that any failures to any past or present fact, condition or circumstance that could be in compliance would not reasonably be expected to have a Material Adverse Effect on Agnico Eagle.
(iii) To the knowledge of Agnico Eagle, none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Regulatory Authority; (B) proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Regulatory Authority that creates the reasonable potential for any proceeding, action, or other claim against Agnico Eagle or a Agnico Eagle Material Subsidiary. To the knowledge of Agnico Eagle, no site or facility now or previously owned, operated or leased by Agnico Eagle or a Agnico Eagle Material Subsidiary is listed or, to the knowledge of Agnico Eagle, is proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.
(iv) Except to the extent that would not reasonably be expected to have a Material Adverse Effect on Agnico Eagle, none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any of the Agnico Eagle Properties in such a manner as: (A) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Agnico Eagle; or (B) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation of any of the Agnico Eagle Properties or the assets of Agnico Eagle or a Agnico Eagle Material Subsidiary.
(v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Agnico Eagle, none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has received from any person or Regulatory Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.
Appears in 2 contracts
Sources: Arrangement Agreement (Agnico Eagle Mines LTD), Arrangement Agreement (Yamana Gold Inc.)
Environmental. Except as disclosed by Peak in the Primero Peak Disclosure LetterMemorandum:
(i) Peak and each of the Peak Subsidiaries is and has been operated in compliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;Peak.
(ii) Primero The Peak Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Primero extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on Peak. Neither Peak nor the Peak Subsidiaries or, to the knowledge of Peak or any other person in control of any Peak Property, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Peak Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not be reasonably likely to have operated their respective businesses at all times and have generated, received, a Material Adverse Effect on Peak. All Hazardous Substances handled, usedrecycled, storeddisposed of, treatedtreated or stored on or off site of the Peak Properties have been handled, shipped recycled, disposed of, treated and disposed stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Peak. To the knowledge of Peak, there are no Hazardous Substances at, in, on, under or migrating from any Peak Property, except in material compliance with all contaminants, wastes, Environmental Laws and hazardous and toxic substances without violation of Environmental Laws;except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on Peak.
(iii) there have been no spillsNeither Peak nor the Peak Subsidiaries or any other person for whose actions Peak or any Peak Subsidiary may be partially or wholly liable, releases, deposits has treated or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisedisposed, or arranged for the treatment or disposal, of any municipal Hazardous Substances at any location: (i) listed on any list of hazardous sites or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been sites requiring Remedial Action issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
Entity; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ixii) to the knowledge of PrimeroPeak, none proposed for listing on any list issued by any Governmental Entity of Primero and hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the Primero subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against Peak or any of the Peak Subsidiaries. To the knowledge of Peak, no site or facility now or previously owned, operated or leased by Peak or any of the Peak Subsidiaries are is listed or, to the knowledge of Peak, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.
(iv) Except to any past or present fact, condition or circumstance the extent that could would not reasonably be expected to have a Material Adverse Effect on Peak, neither Peak nor the Peak Subsidiaries nor any other person for whose actions Peak or any Peak Subsidiary may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of the Peak Properties in such a manner as: (i) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Peak; or (ii) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation on any of the Peak Properties or the assets of Peak or the Peak Subsidiaries.
(v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Peak and except as disclosed by Peak, neither Peak nor the Peak Subsidiaries has received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.
Appears in 2 contracts
Sources: Business Combination Agreement (New Gold Inc. /FI), Business Combination Agreement (Metallica Resources Inc)
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero SubsidiariesRichmont:
(i) Primero Richmont and the Primero Richmont Subsidiaries are and have been in compliance with with, and are not in violation of anyof, any Environmental Laws;
(ii) Primero Richmont and the Primero Richmont Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into or in the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, systems by Primero Richmont or any of the Primero SubsidiariesRichmont Subsidiaries or at, to or from Primero Richmont’s or any of the Richmont Subsidiaries’ assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero Richmont or any of the Primero Richmont Subsidiaries;
(v) neither Primero Richmont nor any of the Primero Richmont Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero Richmont and the Primero Richmont Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero Richmont nor any of the Primero Richmont Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Richmont or any of the Primero Richmont Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero Richmont or any of the Primero Richmont Subsidiaries following the Effective Date;
(viii) Primero Richmont and the Primero Richmont Subsidiaries have made available to Northgate Alamos all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health health, and safety matters; and
(ix) to the knowledge of PrimeroRichmont, none of Primero Richmont and the Primero Richmont Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 2 contracts
Sources: Arrangement Agreement (Richmont Mines Inc), Arrangement Agreement (Alamos Gold Inc)
Environmental. Except as disclosed (a) The operation of the Business by SilverCrest and each of the SilverCrest Subsidiaries, the property and assets owned or used by SilverCrest and the SilverCrest Subsidiaries and the use, maintenance and operation thereof have been and are in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, compliance with all Environmental Laws (except where non-compliance would not have a Material Adverse Effect on Primero in respect of SilverCrest). Each of SilverCrest and the SilverCrest Subsidiaries have complied with all reporting and monitoring requirements under all Environmental Laws (except where non-compliance would not have a Material Adverse Effect in respect of SilverCrest). Neither SilverCrest nor any of the SilverCrest Subsidiaries has received any notice of any non-compliance with any Environmental Laws or Environmental Permits, and none of SilverCrest or any of the Primero Subsidiaries:
(i) Primero and the Primero SilverCrest Subsidiaries are and have been in convicted of an offence of non-compliance with and are not any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction, other than as set forth in violation Schedule 3.1.38 of anythe SilverCrest Disclosure Letter. There is no civil, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generatedcriminal or administrative action, receivedsuit, handleddemand, usedclaim, storedhearing, treatednotice of violation, shipped and disposed of all contaminantsinvestigation, wastesproceeding, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits notice or discharges of pollutants demand letter existing or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisepending, or any municipal to the best knowledge of SilverCrest, threatened, relating to the property or other sewer assets owned or drain or drinking or water systems, used by Primero SilverCrest or any of the Primero SilverCrest Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result relating in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant way to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any .
(b) SilverCrest and each of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero SilverCrest Subsidiaries has failed obtained all material Environmental Permits necessary to report conduct its Business and to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero own, use and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses operate its properties and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals Permits are in full force and effect, no appeal or other action is pending to revoke any such Environmental Permit and neither Primero the operation of the Business of SilverCrest and each of the SilverCrest Subsidiaries, the property and assets owned by SilverCrest and each of the SilverCrest Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Permits. To the extent required by applicable Environmental Laws, SilverCrest and each of the SilverCrest Subsidiaries has filed all applications necessary to renew or obtain any necessary permits, licenses, or authorizations in a timely fashion so as to allow it to continue to operate its Business in compliance with applicable Environmental Laws, and SilverCrest does not expect such new or renewed licenses, permits or other authorizations to include any terms or conditions that will have a Material Adverse Effect in respect of SilverCrest.
(c) SilverCrest and each of the SilverCrest Subsidiaries has, at all times, used, generated, treated, stored, transported, disposed of or otherwise handled its Hazardous Substances in compliance with all Environmental Laws and Environmental Permits.
(d) Neither SilverCrest nor any of the Primero SilverCrest Subsidiaries has received any notification from any Governmental Entity pursuant is, and, to any Environmental Laws that any workthe knowledge of SilverCrest, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are is no changes in the status, terms or conditions of any Environmental Approvals held by Primero reasonable basis upon which SilverCrest or any of the Primero SilverCrest Subsidiaries could become, responsible for any material clean up or corrective action under any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;Laws.
(viiie) Primero and the Primero Subsidiaries have made available to Northgate all material All audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; andmatters relating to SilverCrest or any of the SilverCrest Subsidiaries have been made available to First Majestic and are listed in Schedule 3.1.38 of the SilverCrest Disclosure Letter.
(ixf) to the knowledge of Primero, none of Primero and the Primero Subsidiaries There are subject to any no past or present fact(or, condition to the best of SilverCrest’s knowledge, future) events, conditions, circumstances, activities, practices, incidents, actions or circumstance that could reasonably be expected plans which may interfere with or prevent compliance or continued compliance by SilverCrest and each of the SilverCrest Subsidiaries with the Environmental Laws as in effect on the date hereof or which may give rise to result in Liability any liability under any the Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by SilverCrest or any of the SilverCrest Subsidiaries of any Hazardous Substances.
Appears in 2 contracts
Sources: Arrangement Agreement (Silvercrest Mines Inc), Arrangement Agreement (First Majestic Silver Corp)
Environmental. Except as disclosed in (a) None of the Primero Disclosure Letterreal property relating to the Purchased Assets or the Easement is or has been listed on the National Priorities List, the Comprehensive Environmental Response, Compensation, Liability Information System (“CERCLIS”) or any similar state list, or is or has been the subject of any “Superfund” evaluation or investigation, or any other investigation or proceeding of any governmental authority or unaffiliated third party or of Seller evaluating whether any remedial action is necessary to respond to any release of any hazardous substance, pollutant or contaminant in connection with such real property.
(b) Seller has received no notice, written or otherwise, which remains outstanding or unresolved, to the extent effect that any violation the Water Plant is not being operated in compliance in all material respects with all applicable laws concerning the protection of public health, public safety or other matter referred to in this subsection does notthe environment (“Environmental Laws”). Seller has received no notice, individually written or in the aggregateotherwise, have a Material Adverse Effect on Primero which remains outstanding or unresolved, (i) (A) alleging that Seller or any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability its agents is liable under any Environmental Law, or (B) ordering Seller or any of its agents to remedy or recommending that Seller or any of agents remediate, any environmental damage to any real property or modify or upgrade its Water Plant to comply with Environmental Laws, and (ii) to Seller’s knowledge, no such claims or notices are threatened or pending.
(c) There has been no violation of Environmental Laws that remain unremedied or unresolved respecting the release or threatened release of any hazardous substance, pollutant or contaminant to any soil, groundwater, surface water, building component, wastewater, air or other media on or from any real property relating to the Purchased Assets or the Easement during the ownership, occupation or use of such real property by Seller or any of its agents.
(d) There are no and have not been reportedany underground storage tanks, mitigated and remedied in compliance with Environmental Laws;
underground piping (iv) no ordersexcept for water or sewer), notificationsor polychlorinated biphenyls used, directivesstored, demands, claims, instructions, directions treated or notices have been issued and remain outstanding by disposed of at any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, real property relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein Purchased Assets or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsEasement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Artesian Resources Corp), Asset Purchase Agreement (Artesian Resources Corp)
Environmental. Except as disclosed set forth in Section 3.14 of the Primero Disclosure LetterSchedule:
(a) To the Knowledge of the Acquired Companies, or to no Hazardous Materials are present on any Business Facility in violation of any applicable Environmental Law and no release of any Hazardous Materials by the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Acquired Company or any of its Subsidiaries in violation of Environmental Law at or from any Business Facility has occurred.
(b) The Acquired Companies and their Subsidiaries are in compliance in all material respects with all Environmental Laws applicable to the Primero operation of any Business Facility including all Hazardous Materials Activities. The Hazardous Materials Activities of any of the Acquired Companies and any of their Subsidiaries prior to the Closing have not resulted in the exposure of any Person or property to Hazardous Materials in a manner which has caused or could reasonably be expected to result in any material liability to any of the Acquired Companies or any of their Subsidiaries:.
(c) The Acquired Companies and their Subsidiaries have not arranged for off-site disposal of any Hazardous Materials except by carriers with identification numbers issued by the Environmental Protection Agency and at Disposal Sites maintaining valid permits under applicable Environmental Law. There are no underground storage tanks or related piping, active or abandoned, at any Leased Real Property in a condition that as of the Closing Date requires pursuant to any Environmental Law any remedial action by any Acquired Company or any Subsidiary of an Acquired Company pursuant to any Environmental Law, whether or not discovered as of the Closing Date or the subject of a current notice, claim or government investigation as of the Closing Date.
(d) None of the Acquired Companies or any of their Subsidiaries have received as of the date of this agreement (i) Primero and any written notice alleging that any of them has not complied in any material respect with applicable Environmental Laws in a manner that would reasonably be expected to result in a material liability to any Acquired Company or its Subsidiaries, and, to the Primero Subsidiaries Knowledge of the Acquired Companies, there are and have been in compliance with and are not in violation of any, Environmental Laws;
no facts existing that reasonably would give rise to such a notice or (ii) Primero any written notice, demand, claim or request for information alleging that any Acquired Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law or subject to any other environmental liability.
(e) Each of the Acquired Companies and each of their Subsidiaries has and is in material compliance with all material Environmental Permits required to conduct their businesses, including the Primero Subsidiaries have operated their respective businesses at all times Acquired Businesses, in the ordinary course of business consistent with past practice and have generated, received, handled, used, stored, treated, shipped a complete and disposed accurate list of all contaminantssuch Environmental Permits is set forth in Section 3.14(e) of the Disclosure Schedule. No material action, wastesproceeding, and hazardous and toxic substances without violation revocation proceeding, procedure, writ, injunction or claim is pending, or, to the Knowledge of the Acquired Companies, threatened, concerning or relating to any Environmental Laws;
(iii) there have been no spills, releases, deposits Permit or discharges any Hazardous Materials Activity of pollutants any of the Acquired Companies or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisetheir Subsidiaries, or any municipal Business Facility. No Environmental Permit shall be subject to revocation, termination prior to its normal expiration date or other sewer non-renewal pursuant to its terms as a result of this Agreement or drain or drinking or water systems, by Primero or any the consummation of the Primero Subsidiariestransactions contemplated hereby.
(f) The Acquired Companies and their Subsidiaries are not aware of any fact or circumstance, or from Primero assets or operations, which could result in any environmental liability which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have an Acquired Company Material Adverse Effect. None of the force of law, relating to the business or assets of Primero Acquired Companies or any of the Primero Subsidiaries;
(v) neither Primero nor their Subsidiaries have entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions Hazardous Materials Activities of any Environmental Approvals held by Primero Acquired Company, any Subsidiary of an Acquired Company or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that other Person as could reasonably be expected to result in Liability under a material liability to any Environmental Lawsof the Acquired Companies or any of their Subsidiaries.
(g) The Acquired Companies have Made Available to Purchaser or its agents, representatives and employees all material environmental audits, compliance assessments or any environmental or health and safety reports of any Business Facility conducted at the request of, or otherwise in the possession of any of the Acquired Companies or any of their Subsidiaries.
(h) This Section 3.14 shall be the exclusive representation and warranty in respect of environmental matters.
Appears in 2 contracts
Sources: Equity Purchase Agreement, Equity Purchase Agreement (Gsi Group Inc)
Environmental. Except Other than as disclosed in the Primero Silvermex Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero each of Silvermex and the Primero Silvermex Material Subsidiaries are and have been has operated in material compliance with and are not in violation of any, all applicable Environmental Laws, except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Change or Effect on Silvermex;
(ii) Primero the Silvermex Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Primero extent that same would not be reasonably likely to have a Material Adverse Change or Effect on Silvermex. None of Silvermex, the Silvermex Material Subsidiaries or any other person in control of any Silvermex Property has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Silvermex Property, except in material compliance with all Environmental Laws and except to the extent that same would not be reasonably likely to have operated their respective businesses at all times and have generated, received, a Material Adverse Change or Effect on Silvermex. All Hazardous Substances handled, usedrecycled, storeddisposed of, treatedtreated or stored on or off site of the Silvermex Properties have been handled, shipped recycled, disposed of, treated and disposed of stored in material compliance with all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws, except to the extent that same would not be reasonably likely to have a Material Adverse Change or Effect on Silvermex. To the knowledge of Silvermex, there are no Hazardous Substances at, in, on, under or migrating from Silvermex Properties, except in compliance with all Environmental Laws and except to the extent that same would not be reasonably likely to have a Material Adverse Change or Effect on Silvermex;
(iii) there have been no spillsto the knowledge of Silvermex, releasesnone of Silvermex, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, Silvermex Material Subsidiaries or any municipal other person for whose actions Silvermex or other sewer a Silvermex Material Subsidiary may be partially or drain wholly liable has caused or drinking permitted the Release of any Hazardous Substances on or water systems, by Primero or to any of the Primero SubsidiariesSilvermex Properties in such a manner as: (i) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or from Primero assets damage to other property, except to the extent that such Liability would not have a Material Adverse Change or operations, which could Effect on Silvermex; or (ii) would be reasonably be expected likely to result in Liability under imposition of a lien, charge or other encumbrance or the expropriation on any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Lawsof the Silvermex Properties or the assets of any of Silvermex or the Silvermex Material Subsidiaries;
(iv) no ordersto the knowledge of Silvermex, notificationsnone of Silvermex, directivesthe Silvermex Material Subsidiaries or any other person for whose actions Silvermex or a Silvermex Material Subsidiary may be partially or wholly liable, demandshas treated or disposed, claimsor arranged for the treatment or disposal, instructionsof any Hazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (ii) to the knowledge of Silvermex, directions or notices have been proposed for listing on any list issued and remain outstanding by any Governmental Entity pursuant to of hazardous sites or sites requiring Remedial Action, or any Environmental Lawssimilar federal, whether state or not have provincial lists; or (iii) that is the force subject of lawenforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, relating to the business action, or assets of Primero other claim against Silvermex or any of the Primero Silvermex Material Subsidiaries. No site or facility now or, to the knowledge of Silvermex, previously owned, operated or leased by Silvermex or any of the Silvermex Material Subsidiaries is listed or, to the knowledge of Silvermex, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action;
(v) neither Primero nor any none of the Primero Subsidiaries Silvermex Properties has failed to report to the proper Governmental Entity the occurrence of any event which or is required to be so reported by have any deed notices or restrictions, institutional controls, covenants that run with the land or other restrictive covenants or notices arising under any Environmental Laws;
(vi) Primero and none of Silvermex or the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Silvermex Material Subsidiaries has received any notification from notice, formal or informal, of any Governmental Entity pursuant to any Environmental Laws that any workproceeding, undertaking, study, report, assessment, repairs, constructions action or other expenditures are required to be made by it as a condition of continued compliance with claim, Liability or potential Liability arising under any Environmental Laws, from any person related to any of the Silvermex Properties which is pending as of the date hereof, except to the extent same would not have a Material Adverse Change or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;Effect on Silvermex; and
(vii) there Silvermex has made available to Genco a copy of all environmental or occupational health and safety audits, orders, prosecutions, evaluations, assessments, tests, reports and studies related to any of the Silvermex Properties which are no changes in the status, terms or conditions possession of any Environmental Approvals held by Primero Silvermex or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSilvermex Material Subsidiaries.
Appears in 2 contracts
Sources: Arrangement Agreement (Silvermex Resources Inc), Arrangement Agreement (Silvermex Resources Inc)
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero Target and the Primero Target Subsidiaries are and have been in compliance with and are is not in violation of any, any Environmental Laws;
(ii) Primero Target and the Primero Target Subsidiaries have operated their respective businesses at all times and have has generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Target or any of the Primero Target Subsidiaries, or from Primero Target assets or operations, which could reasonably be expected to result in Liability liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, written notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero Target or any of the Primero Target Subsidiaries;
(v) neither Primero Target nor any of the Primero Target Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero Target and the Primero Target Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero Target nor any of the Primero Target Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Target or any of the Primero Subsidiaries Target Subsidiaries, or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero Target or any of the Primero Target Subsidiaries following the Effective Date;
(viii) Primero Target and the Primero Target Subsidiaries have made available to Northgate Purchaser all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero Target and the Primero Target Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability liability under any Environmental Laws.
Appears in 1 contract
Environmental. Except as disclosed (a) Norbakco has been and is in compliance in all materials respects with all applicable Hazardous Substances;
(b) Norbakco has obtained all Environmental Permits required for the Primero Disclosure Letteroperation of the Norbakco Business. Each Environmental Permit is valid, subsisting and in good standing and Norbakco is not in default or breach in any material respect of any Environmental Permit and no proceeding is pending, or threatened, to the extent that revoke or limit any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:Environmental Permit;
(ic) Primero and the Primero Subsidiaries are and have been Norbakco has not used or permitted to be used, except in compliance with and are not in violation of any, all Environmental Laws, the Norbakco Leased Property or facilities or any property or facility that it previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;
(iid) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries Norbakco has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has never received any notification from any Governmental Entity pursuant to any Environmental Laws that any worknotice of, undertakingnor been prosecuted for an offence alleging, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued non-compliance with any Environmental Laws, and neither the Vendors nor Norbakco has settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Norbakco Business or any Environmental Approvals issued pursuant theretoproperty of Norbakco, or that nor has Norbakco received notice of any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminatedof the same;
(viie) To the best of the Vendors' knowledge, there are no pending or proposed changes to Environmental Laws that would render illegal or restrict the manufacture or sale any product manufactured or sold or service provided by Norbakco;
(f) Norbakco has not caused or permitted, nor does it have any knowledge of, the release, in the statusany manner whatsoever, terms or conditions of any Environmental Approvals held by Primero Hazardous Substance on or from any of its properties (including the Norbakco Leased Property) or assets or any of the Primero Subsidiaries property or any renewal, modification, revocation, reassurance, alteration, transfer, restriction facility that it previously owned or amendment of any such Environmental Approvalsleased, or any review by, such release on or approval from a facility owned or operated by third parties but with respect to which Norbakco 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 Norbakco or resulting from the Norbakco Business have been disposed of, any Governmental Entity of such treated and stored in compliance with all Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective DateLaws;
(viiig) Primero and the Primero Subsidiaries have made available to Northgate all material auditsNorbakco has not received any notice that it is potentially responsible for a federal, assessmentsprovincial, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past municipal or present fact, condition local clean-up site or circumstance that could reasonably be expected to result in Liability corrective action under any Environmental Laws. Norbakco has not received any request for information in connection with any federal, provincial, municipal or local inquiries as to disposal sites.
Appears in 1 contract
Sources: Share Purchase Agreement (International Menu Solutions Corp)
Environmental. Except as disclosed in the Primero Alamos Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Alamos or any of the Primero Alamos Subsidiaries:
(i) Primero Alamos and the Primero Alamos Subsidiaries are and have been in compliance with with, and are not in violation of anyof, any Environmental Laws;
(ii) Primero Alamos and the Primero Alamos Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, systems by Primero Alamos or any of the Primero SubsidiariesAlamos Subsidiaries or at, to or from Primero Alamos’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero Alamos or any of the Primero Alamos Subsidiaries;
(v) neither Primero Alamos nor any of the Primero Alamos Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero Alamos and the Primero Alamos Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero Alamos nor any of the Primero Alamos Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Alamos or any of the Primero Alamos Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero Alamos or any of the Primero Alamos Subsidiaries following the Effective Date;
(viii) Primero Alamos and the Primero Alamos Subsidiaries have made available to Northgate AuRico all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health health, and safety matters; and
(ix) to the knowledge of PrimeroAlamos, none of Primero Alamos and the Primero Alamos Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 1 contract
Environmental. (a) Except as disclosed set forth in Section 4.12(a)(i) of the Primero Disclosure LetterSchedule or for matters that have been fully resolved, or each of CNAC, the Subsidiaries of CNAC and, to the extent Knowledge of Parent, their respective predecessors are, and at all times since August 1, 2007 have been, in compliance in all material respects with all applicable Environmental Laws (which compliance includes the possession by CNAC, each Subsidiary of CNAC and their respective predecessors of all permits, approvals, consents, licenses, waivers and other governmental authorizations required under applicable Environmental Laws (“Environmental Authorizations”) and compliance with the terms and conditions thereof). The Environmental Authorizations are set forth in Section 4.12(a)(ii) of the Disclosure Schedule. None of Parent, Seller, CNAC or any Subsidiary of CNAC has received any communication (written or oral), whether from a Governmental Authority, citizens group, employee or otherwise, alleging that any violation the Business is or other matter referred to was not in this subsection does notsuch compliance.
(b) Except as set forth in Section 4.12(b) of the Disclosure Schedule, individually or in the aggregatenone of Parent, have a Material Adverse Effect on Primero Seller, CNAC or any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have of CNAC has received notice of an Environmental Claim, other than any such Environmental Claim that has been in compliance fully resolved with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero further liability to CNAC or any of its Subsidiaries.
(c) Except as set forth in Section 4.12(c) of the Primero SubsidiariesDisclosure Schedule, neither CNAC nor any of its Subsidiaries is subject to any pending or from Primero assets existing Governmental Order, settlement, schedule of compliance or operations, which could reasonably be expected to result in Liability other restriction arising under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;.
(ivd) no ordersExcept as set forth in Section 4.12(d) of the Disclosure Schedule, notificationsneither CNAC nor any Subsidiary of CNAC has placed, directivesstored, demandsdeposited, claimsdischarged, instructionsReleased, directions buried, dumped or notices have been issued disposed of Hazardous Materials at, on or beneath any property that is owned or operated by CNAC or any Subsidiary of CNAC, except for inventories of such substances to be used, and remain outstanding by wastes generated therefrom, in the ordinary course of business and in accordance with applicable Environmental Laws or as would not be expected to require any Governmental Entity reporting, assessment, Cleanup, response or other remedial action under any Environmental Law or to pay for the cost of any such action pursuant to any Environmental LawsLaw.
(e) Parent has delivered or otherwise made available for inspection to Purchaser (i) copies and results of any material reports, whether studies, analyses, tests or not have the force monitoring possessed or initiated by Parent, Seller, CNAC or any Subsidiary of law, relating to the business or assets of Primero CNAC or any of their Affiliates pertaining to Hazardous Materials in, on, beneath or adjacent to any property currently owned, operated or leased by CNAC or any of its Subsidiaries or regarding compliance with applicable Environmental Laws by CNAC and each Subsidiary of CNAC and (ii) copies of all material Environmental Authorizations issued to CNAC and each of its Subsidiaries within the Primero Subsidiaries;past five years.
(vf) Except as set forth in Section 4.12(f) of the Disclosure Schedule, without in any way limiting the generality of the foregoing, to the Knowledge of Parent, any properties owned or operated by CNAC or any of its Subsidiaries do not contain any: underground storage tanks or related piping; asbestos or asbestos-containing material; polychlorinated biphenyls; underground injection ▇▇▇▇▇; radioactive materials; surface impoundments; landfills; sumps; or septic tanks or waste disposal pits in which any Hazardous Materials have been discharged, buried, incinerated, deposited, placed or disposed.
(g) Except as set forth in Section 4.12(g) of the Disclosure Schedule, neither Primero CNAC nor any of the Primero its Subsidiaries has failed sent any Hazardous Material to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsa site that, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that Law, has been placed or, to the Knowledge of Parent, proposed for placement on the National Priorities List or any worksimilar state list or is subject to a Governmental Order from any Governmental Authority to take “removal”, undertaking“response”, study, report, assessment, repairs, constructions “corrective” or other expenditures are required Cleanup action or to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in pay for the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment cost of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with action at the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability site under any Environmental LawsLaw.
Appears in 1 contract
Sources: Unit Purchase Agreement (Cliffs Natural Resources Inc.)
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, not have a Material Adverse Effect on Primero or any of IMA and the Primero IMA Subsidiaries, to IMA’s knowledge:
(i) Primero IMA and the Primero IMA Subsidiaries are and have been in compliance in all material respects with and are not in violation of any, Environmental Laws;
(ii) Primero IMA and the Primero IMA Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances contaminants without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, water or any municipal or other sewer or drain or drinking or water systems, systems by Primero IMA or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, IMA Subsidiaries that have not been reported, mitigated and remedied in compliance with Environmental Lawsremedied;
(iv) there is no orders, notifications, directives, demands, claims, instructions, directions material claim or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether judicial or not have the force of law, relating to the business or assets of Primero administrative proceeding which may affect either IMA or any of the Primero SubsidiariesIMA Subsidiaries or any of the properties or assets of IMA or the IMA Subsidiaries relating to or alleging any violation of Environmental Laws;
(v) neither Primero IMA nor any of the Primero IMA Subsidiaries has failed to report to the proper Governmental Entity federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws;; and
(vi) Primero IMA and the Primero IMA Subsidiaries hold all Environmental Approvals licences, permits and approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effectother than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on IMA, and neither Primero IMA nor any of the Primero IMA Subsidiaries has received nor any notification from of their respective assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course by any Governmental Entity pursuant to determine whether any violation of Environmental Laws that any workhas occurred or is occurring, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or and neither IMA nor any of the Primero IMA Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are is subject to any past or present fact, condition or circumstance that could reasonably be expected to result known environmental liabilities not disclosed in Liability under any Environmental Lawsthe IMA Public Documents.
Appears in 1 contract
Environmental. Except as disclosed Borrower will, and will cause each of its Subsidiaries to,
(a) Keep any property either owned or operated by Borrower or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,
(b) Comply, in the Primero Disclosure Letterall material respects, with Environmental Laws and provide to Agent documentation of any material non-compliance which Agent reasonably requests,
(c) Promptly notify Agent of any release of which Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by Borrower or its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said release under, or otherwise to come into compliance with, in all material respects, applicable Environmental Law,
(d) Promptly, but in any event within five (5) Business Days of its receipt thereof, provide Agent with written notice of any of the extent following: (i) notice that an Environmental Lien has been filed against any violation of the real or personal property of Borrower or its Subsidiaries, (ii) written notice of commencement of any material Environmental Action filed against or written notice that a material Environmental Action will be filed against, Borrower or its Subsidiaries, and (iii) written notice of a material violation, citation, or other matter referred to in this subsection does notadministrative order from a Governmental Authority, individually or in the aggregate, have a Material Adverse Effect on Primero and
(e) If Borrower or any of its Subsidiaries, or any tenant or occupant of any Real Property owned, leased or operated by Borrower or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the Primero Subsidiaries:
presence or release of any Hazardous Material (i) Primero and the Primero Subsidiaries are and have been except in compliance with and are not in violation of any, applicable Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated), receivedBorrower agrees to undertake, handled, used, stored, treated, shipped and disposed and/or to cause any of all contaminants, wastesits Subsidiaries, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spillsuse commercially reasonable efforts to cause its tenants or occupants to undertake, releasesat their sole expense, deposits or discharges of pollutants or hazardous or toxic substancesany clean up, contaminants or wastes into the earthremoval, air or into any body of water, whether surface or otherwise, or any municipal remedial or other sewer or drain or drinking or water systemsaction required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so has not resulted in, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which and could not reasonably be expected to result in Liability under any Environmental Lawin, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Pernix Therapeutics Holdings, Inc.)
Environmental. Except as disclosed indicated in Schedule 7.1(r), the Primero Disclosure LetterMortgaged Properties are, and at all times have been, operated by the Borrowers, and to the knowledge of Borrowers, by the Borrowers' predecessors in interest, in material compliance with all Environmental Laws then applicable; and no conditions exist which are due to ownership and operation by the Borrowers, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any knowledge of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operationsBorrowers, which could reasonably be expected are due to result ownership and operation by Borrowers, predecessors in Liability interest that would subject the Borrowers or the Bank to any damages (including without limitation actual, consequential, exemplary and punitive damages), penalties, injunctive relief or cleanup costs under any Environmental Law, or that require or are likely to require cleanup, removal, remedial action or other response by the Borrowers or the Bank pursuant to Environmental Laws. The Borrowers are not a party to any pending or threatened litigation or administrative proceeding that asserts or alleges that the Borrowers or their predecessors violated or are violating Environmental Laws or that the Borrowers or their predecessors are required to clean up, remove or take remedial or other responsive action due to the use, storage, treatment, disposal, discharge, leaking or release of any Hazardous Materials. Neither the Borrowers, nor to the Borrowers' knowledge their predecessors, nor any part of the Mortgaged Properties is subject to any judgment, decree, order or citation related to or arising out of Environmental Laws, and the Borrowers have not been reportednamed or listed as a potentially responsible party by any governmental or other entity in a matter arising under or relating to any Environmental Law. The Borrowers and, mitigated to the Borrowers' knowledge their predecessors, have obtained all permits, licenses and remedied approvals required under Environmental Laws. There are not now, nor have there ever been materials discharged, leaked, spilled or released, under or at the surface, or stored, treated or recycled at or in tanks or other facilities thereon or related thereto which require cleanup, removal or some other remedial action under Environmental Laws which arise from the Borrowers' ownership and operations, or to the Borrowers' knowledge which arise from ownership or operations of the Borrowers' predecessors in interest. The Borrowers undertook, at the time of acquisition of the Mortgaged Properties, all appropriate inquiry into the previous ownership and uses of the Mortgaged Properties consistent with good commercial and industry practice. The Borrowers have taken all reasonable steps necessary to determine that (i) no Hazardous Materials have been used or stored on, in or in connection with the Mortgaged Properties, or disposed from the Mortgaged Properties, except in full compliance with all Environmental Laws then applicable, and (ii) no Hazardous Materials have been treated, processed, discharged or released on, in, to or from the Mortgaged Properties except in full compliance with all Environmental Laws then applicable. The use which the Borrowers make and intend to make of the Mortgaged Properties will not result in (x) the use or storage of any Hazardous Materials on, in or in connection with the Mortgaged Properties, or disposal from the Mortgaged Properties, except in full compliance with all Environmental Laws then applicable, or (y) the treatment, processing, discharge or release of any Hazardous Materials on, in, to or from the Mortgaged Properties. Operation and closure of underground storage tanks on the Mortgaged Properties shall be in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have . To the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) Borrowers' knowledge there are no changes underground storage tanks located on or in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMortgaged Properties.
Appears in 1 contract
Environmental. Except as Acquirer and the Acquirer Subsidiaries have disclosed in the Primero Disclosure Letterto Acquirer all material documents (including claims, notices, orders, judgments, reports, audits, assessments, results, licences, permits, orders, authorizations, approvals and registrations) relating to environmental, health and safety matters affecting Acquirer and any Acquirer Subsidiary and their respective operations, or any properties currently or formerly owned, occupied or used by Acquirer or any Acquirer Subsidiary, including the Acquirer Properties, and any activities carried out thereon. All operations, or any properties currently or formerly owned, occupied or used by Acquirer or any Acquirer Subsidiary, including the Acquirer Properties, and any activities carried out thereon, have been, and are now, in compliance with all Applicable Law relating to the extent that any violation protection of the environment or health and safety, closure or other matter referred reclamation obligations or the use, storage, handling, release, disposal, remediation, treatment or transportation of any substance, including pollutants, contaminants, waste, or hazardous or toxic materials (collectively, “Environmental Laws”) and no liability under Environmental Laws exists or is reasonably anticipated in relation to such operations, properties or activities, except where the failure to be in this subsection does compliance or the liability under Environmental Laws would not, individually or in the aggregate, have a Material Adverse Effect on Primero or any in respect of Acquirer. Except as disclosed in Section 19 of the Primero SubsidiariesAcquirer Disclosure Letter, each of Acquirer and the Acquirer Subsidiaries has all permits, consents, authorizations, approvals and registrations required under Environmental Laws for all current and proposed operations and all are valid and in good standing and no grounds exist to revoke or limit the authorizations thereunder. Neither Acquirer nor any Acquirer Subsidiary is aware of, or is subject to:
(ia) Primero and the Primero Subsidiaries are and have been in compliance any material liabilities related to environmental management of any nature with and are not in violation of anyrespect to Acquirer’s or any Acquirer Subsidiary’s past, Environmental Lawscurrent or proposed operations;
(iib) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generatedany investigation, receivedproceeding, handledapplication, usedorder or directive which relates to environmental, stored, treated, shipped and disposed of all contaminants, wasteshealth or safety or closure or other reclamation matters, and hazardous and toxic substances without violation of Environmental Laws;which may require any material work, repairs, construction, reclamation, remediation or expenditures; or
(iiic) there have been no spillsany claim, releasesdemand or notice, deposits with respect to the breach of or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether including any regulations respecting the use, storage, handling, release, disposal, remediation, treatment or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence transportation of any event which is required to be so reported by substance (including pollutants, contaminant, waste of any nature, hazardous material, toxic substance, dangerous substance or dangerous good as defined in any applicable Environmental Laws;
(vi) Primero ), which would, individually or in the aggregate, have a Material Adverse Effect in respect of Acquirer and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsAcquirer Subsidiaries, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it taken as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawswhole.
Appears in 1 contract
Environmental. Except as disclosed in the Primero Nu-Gro Disclosure LetterStatement:
(a) Nu-Gro and each of the Subsidiaries have been and are in material compliance with and have not been and are not liable under any Environmental Laws.
(b) Nu-Gro and each of the Subsidiaries have all Licenses required under Environmental Laws for the operation of their respective businesses as currently conducted (“Environmental Permits”), which Environmental Permits are valid and in good standing, and Nu-Gro and each of the Subsidiaries is in material compliance with all such Environmental Permits.
(c) No underground storage tanks are or, to the best of the knowledge of Nu-Gro and each of the Subsidiaries, have been located on any property or facility of Nu-Gro or any of the Subsidiaries.
(d) Neither Nu-Gro nor any of the Subsidiaries (i) has within the past five (5) years received any notice of, or been prosecuted for, non-compliance with any Environmental Laws, which notice or prosecution has continuing obligations or is still outstanding, or (ii) has ever settled any allegation of non-compliance prior to prosecution. Neither Nu-Gro nor any of the Subsidiaries has received any notices, orders or directives relating to environmental matters notifying Nu-Gro or any of the Subsidiaries that it is or may be responsible for or requiring any investigation, containment, clean-up, remediation or corrective action or any work, repairs, construction or capital expenditures to be made under Environmental Laws with respect to the extent that business or any violation current or former property or facility owned, operated, occupied, used or leased by Nu-Gro or any of the Subsidiaries.
(e) Nu-Gro and each of the Subsidiaries have not caused, contributed to, or permitted, nor has there been, any release, emission, spill or discharge, in any manner whatsoever, by Nu-Gro or any of the Subsidiaries or, to the best of the knowledge of Nu-Gro and each of the Subsidiaries, any other matter referred person or entity whatsoever, of any Hazardous Substance at levels requiring investigation or remediation or monitoring on, in, around, from or in connection with any current or former properties, assets or facilities owned, operated, occupied, used or leased by, or under the care, management or control of, Nu-Gro or any of the Subsidiaries.
(f) Nu-Gro has made available to United and Subco true and complete copies of all environmental audits, evaluations, assessments, studies, reports, tests and material internal memoranda listed in this subsection does notthe Nu-Gro Disclosure Statement which constitute all of such documentation in the possession or control of Nu-Gro or any of the Subsidiaries, as the case may be, relating to environmental matters.
(g) To the best of the knowledge of Nu-Gro and the Subsidiaries, no facts, circumstances or conditions currently exist with respect to the business or any property currently or formerly owned, operated or leased by Nu-Gro or the Subsidiaries that, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could would reasonably be expected to result in Liability result, under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsNu-Gro Material Adverse Effect.
Appears in 1 contract
Environmental. Except as disclosed On the Closing Date, no Authorized Officer has any ------------- actual knowledge that any Hazardous Substance has been installed on any real property now owned by the Borrower or any of its Restricted Subsidiaries, except (i) for Hazardous Substances the presence of which is not in violation of Environmental Law in an amount which is not or would not reasonably be expected to cause, liability to the Borrower or any Restricted Subsidiary in the Primero Disclosure Letteraggregate in excess of $5,000,000 or (ii) as set forth on Schedule 5.01(p) ---------------- hereto. On each date after the Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower or to the extent any Restricted Subsidiary has any actual knowledge that any Hazardous Substance has been installed in violation or other matter referred to in this subsection does not, individually or in of law on any real property now owned by the aggregate, have a Material Adverse Effect on Primero Borrower or any of the Primero Subsidiaries:
(iRestricted Subsidiaries except those installations which are not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Closing Date, except as disclosed on Schedule 5.01(p) Primero hereto, to the actual ---------------- knowledge of an Authorized Officer, 57 the Borrower and the Primero Restricted Subsidiaries are not in material violation of or subject to any existing, pending or material threatened formal investigation or formal inquiry by any governmental authority, or subject to any material remedial obligations under any applicable Environmental Laws. On each date after the Closing Date on which this representation is deemed to be made, to the actual knowledge of an Authorized Officer, the Borrower and have been in compliance with and the Restricted Subsidiaries are not in violation of anyor subject to any existing, pending or threatened formal investigation or inquiry by any governmental authority or to any remedial obligations under any applicable Environmental Laws which in each case is, or would reasonably be expected to cause, a Material Adverse Change. To the actual knowledge of an Authorized Officer, the Borrower and the Restricted Subsidiaries are not required to obtain any material permits, Licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures, and equipment forming a part of any real property of the Borrower or any Restricted Subsidiary by reason of any applicable Environmental Laws;
(ii, except those that have been obtained, or which the failure to obtain has not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Closing Date, except as set forth in Schedule 5.01(p) Primero hereto, no ---------------- Authorized Officer has actual knowledge that any Hazardous Substances or solid wastes have been disposed of on the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $5,000,000. As of the Closing Date, except as set forth in Schedule -------- 5.01(p) hereto, no Authorized Officer has actual knowledge that any Hazardous ------- Substances or solid wastes have been released on or to the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $10,000,000. On each date after the Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower and the Primero Restricted Subsidiaries has actual knowledge that any Hazardous Substances or solid wastes have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and been disposed of all contaminants, wastes, and hazardous and toxic substances without violation or otherwise released on or to the real property of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Borrower or any of the Primero Restricted Subsidiaries, in violation of the applicable Environmental Laws, except any such disposal or from Primero assets or operationsrelease which is not, which could and would not reasonably be expected to result in Liability under any Environmental Lawcause, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Change.
Appears in 1 contract
Sources: Credit Agreement (Qwest Communications International Inc)
Environmental. Except as disclosed Each Borrower will, and will cause each of its Subsidiaries to,
(a) Keep any property either owned or operated by Parent or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,
(b) Comply, in the Primero Disclosure Letterall material respects, with Environmental Laws and provide to Agent documentation of any material non-compliance which Agent reasonably requests,
(c) Promptly notify Agent of any release of which any Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by Parent or its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said release under, or otherwise to come into compliance with, in all material respects, applicable Environmental Law,
(d) Promptly, but in any event within five (5) Business Days of its receipt thereof, provide Agent with written notice of any of the extent following: (i) notice that an Environmental Lien has been filed against any violation of the real or personal property of Parent or its Subsidiaries, (ii) written notice of commencement of any material Environmental Action filed against, or written notice that a material Environmental Action will be filed against, Parent or its Subsidiaries, and (iii) written notice of a material violation, citation, or other matter referred to in this subsection does notadministrative order from a Governmental Authority, individually or in and
(e) If the aggregate, have a Material Adverse Effect on Primero Parent or any of its Subsidiaries, or any tenant or occupant of any Real Property owned, leased or operated by Parent or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the Primero Subsidiaries:
presence or release of any Hazardous Material (i) Primero and the Primero Subsidiaries are and have been except in compliance with and are not in violation of any, applicable Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated), receivedeach Borrower agrees to undertake, handled, used, stored, treated, shipped and disposed and/or to cause any of all contaminants, wastesits Subsidiaries, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spillsuse commercially reasonable efforts to cause its tenants or occupants to undertake, releasesat their sole expense, deposits or discharges of pollutants or hazardous or toxic substancesany clean up, contaminants or wastes into the earthremoval, air or into any body of water, whether surface or otherwise, or any municipal remedial or other sewer or drain or drinking or water systemsaction required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so has not resulted in, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which and could not reasonably be expected to result in Liability under any Environmental Lawin, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Pernix Therapeutics Holdings, Inc.)
Environmental. Except as disclosed 10.1. In the event of any Product spills or other environmentally polluting discharges arising from the operations of the Facility, clean up and/or any resulting liability for such spills or discharges shall be the sole responsibility of Operator, subject to the following: in the Primero Disclosure Letter, or to the extent that event of any violation Product spills or other matter referred environmentally polluting discharge at the Facility after the commencement of this Agreement caused by Customer or the operation of a railroad train or railcar(s) delivering or receiving on its behalf, at its request or for its benefit, Operator is authorized to in this subsection does notcommence containment and clean-up operations as deemed appropriate or necessary by Operator and shall notify Customer immediately of such operations; all liability and reasonable costs of containment or clean-up for such spill or discharge shall be borne by Customer, individually or except that in the aggregateevent a spill or discharge is the result of joint negligence by both Operator and Customer or a railroad train SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN GRANTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, have a Material Adverse Effect AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). or railcar(s) delivering or receiving on Primero its behalf, at its request or any for its benefit, liability and costs of containment or clean up shall be borne severally and not jointly by Operator and Customer in proportion to each Party’s negligence.
10.2. Customer shall be considered the “generator” of all Wastes generated in Dedicated Tank(s) for purposes of Applicable Law, including all federal, state or local hazardous and non-hazardous waste laws and regulations. Customer shall perform the duties and responsibilities of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been “generator” in compliance with all Applicable Law, including identifying, packaging, manifesting, reporting, record keeping, handling, transporting and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed disposing of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits non-hazardous liquid or discharges of pollutants or hazardous or toxic substances, contaminants or solid wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or removed from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsDedicated Tank(s).
Appears in 1 contract
Sources: Terminal Services Agreement (Arc Logistics Partners LP)
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does notwould not reasonably be expected, individually or in the aggregate, have a Material Adverse Effect on Primero to result in any material liability for the Company or any of the Primero its Subsidiaries:
(ia) Primero the Company and the Primero its Subsidiaries are and since January 1, 2009 have been in compliance with all applicable Environmental Laws, including, but not limited to, possessing and are not in violation complying with all Company Permits required for their operations or occupation of any, any real property under applicable Environmental Laws;
(iib) Primero and there is no pending or threatened Proceeding pursuant to any Environmental Law against the Primero Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have operated their respective businesses at all times and have generatedhas received written notice from any Person, receivedincluding but not limited to any Governmental Authority, handled, used, stored, treated, shipped and disposed alleging that the Company or any of all contaminants, wastes, and hazardous and toxic substances without its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental LawsLaw or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved. Neither the Company nor any of its Subsidiaries is a party or subject to any administrative or judicial Order or decree pursuant to Environmental Law;
(iiic) with respect to the Owned Real Property and the Leased Real Property and any properties formerly owned, leased or operated by the Company or any of its Subsidiaries, there have been no Releases, spills, releases, deposits or discharges of pollutants Hazardous Materials on, in, from or hazardous underneath any of such properties or toxic substances, contaminants facilities that (i) has caused environmental contamination at such properties or wastes into facilities that has resulted or would result in an obligation of the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Company or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected its Subsidiaries to result in Liability under any remediate such environmental contamination pursuant to applicable Environmental Law, that have not been reported, mitigated and remedied or (ii) has resulted or would result in compliance with liability of the Company or any of its Subsidiaries pursuant to applicable Environmental Laws;Law; and
(ivd) no ordersthe Company has furnished to Parent copies of all material environmental audits, notificationsassessments and reports, directivesand all other material documents bearing on environmental, demandshealth or safety liabilities, claimsin its possession, instructionsprepared since January 1, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law2009, relating to the business past or assets of Primero current operations, properties or any facilities of the Primero Company or its Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 1 contract
Sources: Merger Agreement (Compuware Corp)
Environmental. Except as disclosed Immediately advise the Bank in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any writing of the Primero Subsidiaries:
(i) Primero any and all enforcement, cleanup, remedial, removal, or other governmental or regulatory actions instituted, completed or threatened pursuant to any applicable federal, state, or local laws, ordinances or regulations relating to any Hazardous Materials affecting the Primero Subsidiaries are Borrower's or any Subsidiary's business operations and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and all claims made or threatened by any third party against the Primero Subsidiaries have operated their respective businesses at all times and have generatedBorrower or a Subsidiary relating to damages, receivedcontribution, handledcost recovery, usedcompensation, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits loss or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into injury resulting from any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, Hazardous Materials which if adversely determined could reasonably be expected to result in Liability under have a Material Adverse Effect. The Borrower shall promptly notify the Bank of any Environmental Lawremedial action taken by the Borrower or any Subsidiary with respect to any Hazardous Materials affecting business operations of the Borrower or such Subsidiary. The Borrower will not use or permit any other party to use any Hazardous Materials at any of the Borrower's or the Subsidiaries' places of business or at any other property owned by the Borrower except such materials as are incidental to the Borrower's or such Subsidiary's normal course of business, that have not been reported, mitigated maintenance and remedied repairs and which are handled in compliance with Environmental Laws;
(iv) no ordersall applicable environmental laws. The Borrower agrees to permit the Bank, notificationsits agents, directives, demands, claims, instructions, directions or notices have been issued contractors and remain outstanding by any Governmental Entity pursuant employees to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or enter and inspect any of the Primero Borrower's or the Subsidiaries;
(v) neither Primero nor ' places of business or any other property of the Primero Subsidiaries has failed Borrower or any Subsidiary at any reasonable times upon three (3) days' prior notice for the purposes of conducting an environmental investigation and audit (including taking physical samples) to report to insure that the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero Borrower and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection are complying with the operation of their respective businesses this covenant and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of Borrower shall reimburse the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in Bank on demand for the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment costs of any such Environmental Approvalsenvironmental investigation and audit. The Borrower and the Subsidiaries shall provide the Bank, its agents, contractors, employees and representatives with access to and copies of any and all data and documents relating to or dealing with any review byHazardous Materials used, generated, manufactured, stored or approval of, any Governmental Entity disposed of such Environmental Approvals that are required in connection with by the execution or delivery of this Agreement, Borrower's and the consummation Subsidiaries' business operations within five (5) days of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsrequest therefor.
Appears in 1 contract
Environmental. Except As of the applicable Cut-Off Date for the Portfolio Asset related to each item of Underlying Collateral, to the actual knowledge of a Responsible Officer of the Borrower at such date, except as disclosed expressly provided in the Primero Disclosure LetterPortfolio Asset Schedule for such Portfolio Asset prior to the Cut-Off Date relating to such Loan Asset to which that Portfolio Asset Schedule relates: (i) the related Obligor’s operations comply in all material respects with all applicable Environmental Laws; (ii) none of the related Obligor’s operations is the subject of a Federal or State investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (iii) the related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment. As of the applicable Cut-Off Date for the Portfolio Asset related to such Underlying Collateral, the Borrower has not received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral. (bb) Anti-Terrorism Laws and Sanctions / International Trade Law Compliance / Anti-Money Laundering Laws. As of the date of this Agreement and each Payment Date and at all times until this Agreement has been terminated and all amounts hereunder have been indefeasibly paid in full in cash, that: (i) neither the Borrower nor, to the knowledge of any Responsible Officer of the Borrower, any other Borrower Covered Entity: (A) is a Sanctioned Person; (B) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Laws and Sanctions; (C) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Laws and Sanctions; or (D) engages in any dealings or transactions prohibited by any Anti-Terrorism Laws and Sanctions or Anti-Corruption Laws; (ii) the proceeds of this Agreement will not be used, directly or knowingly indirectly, by the Borrower, or to the extent that Borrower’s knowledge by any violation other Person, to fund any operations in, finance any investments or other matter referred to in this subsection does notactivities in, individually or, make any payments to, a Sanctioned Country or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are not Sanctioned Person in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
any Applicable Law; (iii) there have been no spillsthe funds used to pay the Facility Servicer, releasesto the extent received from the Borrower, deposits or discharges of pollutants or hazardous or toxic substancesare not directly or, contaminants or wastes into the earthknowingly, air or into indirectly derived from any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated unlawful activity; and remedied in compliance with Environmental Laws;
(iv) to the Borrower’s knowledge, each Borrower Covered Entity is in compliance with, and no ordersBorrower Covered Entity directly or knowingly indirectly engages in any dealings or transactions prohibited by, notificationsany Anti-Terrorism Laws and Sanctions, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Anti-Corruption Laws, whether or not have Anti-Money Laundering Laws. The Borrower covenants and agrees that it shall promptly notify the force of law, relating to the business or assets of Primero or any Facility Servicer in writing upon a Responsible Officer of the Primero Subsidiaries;
(v) neither Primero nor any Borrower obtaining knowledge of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information Reportable Compliance Event with respect to environmentalthe Borrower or, health and safety matters; and
(ix) any other Borrower Covered Entity, except to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsextent such notice is prohibited by Applicable Law.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Stepstone Private Credit Fund LLC)
Environmental. Except insofar as disclosed inaccuracies in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, following statements would not have a Material Adverse Effect on Primero WikiLoan (and with respect to properties formerly owned or any leased by WikiLoan, only with respect to such period of the Primero Subsidiaries:
ownership or lease): (i) Primero the properties owned or leased by WikiLoan and properties formerly owned or leased by WikiLoan for which WikiLoan has contractual liability (the Primero Subsidiaries “WikiLoan Properties”) are and have been or were, as the case may be, in compliance in all material respects with and are not in violation of any, all Environmental Laws;
; (ii) Primero no enforcement actions are pending or, to WikiLoan's knowledge, threatened against WikiLoan and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed no notice of all contaminants, wastes, and potential liability or administrative or judicial proceedings (including notices regarding clean up of off-site third party hazardous and toxic substances without violation of Environmental Laws;
waste sites) has been received by WikiLoan; (iii) there have been no spillsdoes not now exist on any WikiLoan Properties currently owned or leased by WikiLoan, releasesand there has not occurred on, deposits from or discharges under WikiLoan Properties, a material disposal or Release of pollutants or hazardous or toxic substancesHazardous Materials, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) WikiLoan Properties contain no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
unregistered underground storage tanks; (v) neither Primero nor WikiLoan nor, to WikiLoan's knowledge, any of the Primero Subsidiaries their respective predecessors has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws contingent liability in connection with the operation release of any Hazardous Materials into the environment; and (vi) WikiLoan nor, to WikiLoan's knowledge, any of their respective businesses and predecessors has (A) given any release or waiver of liability that would waive or impair any claim based on Hazardous Materials to any current or prior tenant or owner of any real property owned or leased at any time by WikiLoan or to any party who may be potentially responsible for the ownership and use including rehabilitation presence of Hazardous Materials on any such real property; or (B) made any promise of indemnification to any party regarding Hazardous Materials that may be located on any real property owned or leased at any time by WikiLoan or, to WikiLoan's knowledge, any of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any predecessors. The WikiLoan Disclosure Schedule contains a description of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as environmental indemnities of which either WikiLoan is a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsbeneficiary.
Appears in 1 contract
Sources: Merger Agreement (Wikiloan Inc.)
Environmental. Except Target and its Subsidiaries are (i) in compliance with applicable Environmental Laws, (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as disclosed in the Primero Disclosure Letterpresently conducted, (iii) have not received notice of any actual or potential liability under any Environmental Laws, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or to the extent that any violation or other matter referred to in this subsection does notliability could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
Effect, (iiv) Primero Target and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero its Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances Contaminants without violation of Environmental Laws;
, (iiiv) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, water or any municipal or other sewer or drain or drinking or water systems, systems by Primero Target or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, its Subsidiaries that have not been reportedremedied, mitigated and remedied in compliance with Environmental Laws;
(ivvi) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero Target or any of the Primero its Subsidiaries;
, (vvii) neither Primero Target nor any of the Primero its Subsidiaries has failed to report to the proper Governmental Entity federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws;
; and (viviii) Primero all licences, permits and the Primero Subsidiaries hold all Environmental Approvals approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero Target nor any of the Primero its Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other capital expenditures are required to be made by it its as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals licence, permit or approval issued pursuant thereto, or that any Environmental Approvals licence, permit or approval referred to above are is about to be reviewed, made subject to limitation limitations or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 1 contract
Sources: Combination Agreement (Crosshair Exploration & Mining Corp)
Environmental. Except There have not occurred any material spills, emissions or pollution on any property of Trans-Orient or any of the Trans-Orient Subsidiaries or as disclosed in a result of its operations, nor has Trans-Orient or any of the Primero Disclosure LetterTrans-Orient Subsidiaries been subject to any stop orders, control orders, clean-up orders or to the extent that reclamation orders under applicable Environmental Laws, any violation or other matter referred to in this subsection does not, of which would individually or in the aggregate, aggregate have a Material Adverse Effect on Primero Trans-Orient. All operations of Trans-Orient and the Trans- Orient Subsidiaries have been and are now being conducted in compliance with all applicable Environmental Laws, except where the failure to be in compliance would not individually or in the aggregate have a Material Adverse Effect on Trans-Orient. Neither Trans-Orient nor any of or the Primero SubsidiariesTrans-Orient Subsidiaries is aware of, or is subject to:
(i) Primero any proceeding, application, order or directive which relates to environmental, health or safety matters, and the Primero Subsidiaries are and have been in compliance with and are not in violation of anywhich may require any material work, Environmental Laws;repairs, construction, or expenditures; or
(ii) Primero and any demand or notice with respect to the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed breach of all contaminants, wastes, and hazardous and toxic substances without violation of any Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Laws applicable to Trans-Orient or any of the Primero Trans-Orient Subsidiaries, including any regulations respecting the use, storage, treatment, transportation, or from Primero assets or operationsdisposition of any Hazardous Substances, which could would reasonably be expected to result have a Material Adverse Effect on Trans-Orient. In the ordinary course of its business, Trans-Orient periodically reviews the effect of Environmental Laws on various business, operations and properties of Trans-Orient and the Trans-Orient Subsidiaries, in Liability under the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any Environmental Lawcapital or operating expenditures required for clean-up, that have not been reported, mitigated and remedied in closure of properties or compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretopermit, license or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval ofapproval, any Governmental Entity related constraints on operating activities and any potential liabilities to third parties). On the basis of such Environmental Approvals review, Trans-Orient has reasonably concluded that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business such associated costs and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to liabilities would not result in Liability under any Environmental Lawsa Material Adverse Change.
Appears in 1 contract
Sources: Arrangement Agreement (Trans-Orient Petroleum Ltd.)
Environmental. Except As soon as disclosed possible and in any event within ten (10) Business Days after Trizec, either of the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Borrowers or any of their respective Subsidiaries obtains knowledge of any of the Primero Subsidiaries:
following, written notice of (i) Primero and any written notice, claim, complaint or order to the Primero Subsidiaries are and have been in compliance with and are not in violation effect that Trizec, either of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Borrowers or any of the Primero Subsidiariestheir respective Subsidiaries is or may be liable to any Person as a result of any event, circumstance or from Primero assets or operations, which could reasonably be expected to result in Liability occurrence under any Environmental Law, including the Release by Trizec, either of the Borrowers, any of their respective Subsidiaries, or any other Person of any Hazardous Materials into the environment or requiring that have not been reportedaction be taken to respond to or clean up a Release of Hazardous Materials into the environment, mitigated and remedied (ii) any condition or occurrence on (a) any Financed Property or (b) any other Real Estate Asset which is owned, leased or operated directly or indirectly by Trizec, either of the Borrowers or any of their respective Subsidiaries that (x) results in non-compliance by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person that is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder) with any applicable Environmental Laws;
Law, (y) could reasonably be anticipated to form the basis of an Environmental Claim against Trizec, either of the Borrowers or any of their respective Subsidiaries, or any other Person that is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder) or (z) could reasonably be anticipated to cause such Financed Property or other Real Estate Asset to be subject to any restrictions on the ownership, lease, occupancy, use or transferability by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person which is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder) of its interest in such Real Estate Asset under any Environmental Law, (iii) any written notice, complaint or citation alleging any violation of any Environmental Law or any Environmental Approval by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person which is or was a Property Owner (while the Real Estate Asset at or from which the alleged violation arose was a Financed Property hereunder) or (iv) no orders, notifications, directives, demands, claims, instructions, directions the taking of any removal or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating remedial action in response to the business actual or assets alleged presence of Primero any Hazardous Materials on any Financed Property or other Real Estate Asset currently owned, leased or operated directly or indirectly by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person that is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder). Notwithstanding anything to the Primero Subsidiaries;
(v) neither Primero nor any contrary contained in the immediately preceding sentence, notices of events of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is type described above shall not be required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information given with respect to environmental, health and safety matters; and
(ix) to any event where the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that respective event could not be reasonably be expected to result in Liability under any Environmental Lawshave a Material Adverse Effect.
Appears in 1 contract
Environmental. Except As soon as disclosed possible and in any event within 10 Business Days after the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Borrower or any of its Subsidiaries obtains knowledge of any of the Primero Subsidiaries:
following, written notice of (i) Primero and any written notice, claim, complaint or order to the Primero Subsidiaries are and have been in compliance with and are not in violation of anyeffect that Trizec, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Borrower or any of the Primero Subsidiariestheir respective Subsidiaries is or may be liable to any Person as a result of any event, circumstance or from Primero assets or operations, which could reasonably be expected to result in Liability occurrence under any Environmental Law, including the Release by Trizec, the Borrower, any of their respective Subsidiaries, or any other Person of any Hazardous Materials into the environment or requiring that have not been reportedaction be taken to respond to or clean up a Release of Hazardous Materials into the environment, mitigated and remedied (ii) any condition or occurrence on (a) any Borrowing Base Property or Excluded Borrowing Base Property or (b) any other Real Estate Asset which is owned, leased or operated directly or indirectly by Trizec, the Borrower or any of their respective Subsidiaries that (x) results in non-compliance by Trizec, the Borrower or any of their respective Subsidiaries or any other Person that is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder) with any applicable Environmental Laws;
Law, (y) could reasonably be anticipated to form the basis of an Environmental Claim against Trizec, the Borrower or any of their respective Subsidiaries, or any other Person that is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder) or (z) could reasonably be anticipated to cause such Borrowing Base Property or other Real Estate Asset to be subject to any restrictions on the ownership, lease, occupancy, use or transferability by Trizec, the Borrower or any of their respective Subsidiaries or any other Person which is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder) of its interest in such Real Estate Asset under any Environmental Law, (iii) any written notice, complaint or citation alleging any violation of any Environmental Law or any Environmental Approval by Trizec, the Borrower or any of their respective Subsidiaries or any other Person which is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder) or (iv) no orders, notifications, directives, demands, claims, instructions, directions the taking of any removal or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating remedial action in response to the business actual or assets alleged presence of Primero any Hazardous Materials on any Borrowing Base Property or Excluded Borrowing Base Property or other Real Estate Asset currently owned, leased or operated directly or indirectly by Trizec, the Borrower or any of their respective Subsidiaries or any other Person that is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder). Notwithstanding anything to the Primero Subsidiaries;
(v) neither Primero nor any contrary contained in the immediately preceding sentence, notices of events of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is type described above shall not be required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information given with respect to environmental, health and safety matters; and
(ix) to any event where the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that respective event could not be reasonably be expected to result in Liability under any Environmental Lawshave a Material Adverse Effect.
Appears in 1 contract
Environmental. Matters Except as disclosed set forth in the Primero Disclosure Letter, or Farmland SEC Documents filed prior to the extent that any violation or other matter referred to in this subsection does notdate hereof and with such exceptions as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on Primero Farmland (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received by, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of Farmland or any of the Primero its Subsidiaries:
, threatened by any Person against, Farmland or any of its Subsidiaries, and no penalty has been assessed against Farmland or any of its Subsidiaries, in each case, with respect to any matters relating to or arising out of any Environmental Law; (iii) Primero Farmland and the Primero its Subsidiaries are and have been in compliance with and are not in violation of any, all Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
; (iii) there have been are no spills, releases, deposits liabilities of Farmland or discharges any of pollutants its Subsidiaries relating to or hazardous or toxic substances, contaminants or wastes into the earth, air or into arising out of any body Environmental Law of waterany kind whatsoever, whether surface accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or any municipal or other sewer or drain or drinking or water systems, by Primero or any set of the Primero Subsidiaries, or from Primero assets or operations, circumstances which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated such a liability; and remedied in compliance with Environmental Laws;
(iv) there has been no ordersenvironmental investigation, notificationsstudy, directivesaudit, demandstest, claims, instructions, directions review or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force other analysis conducted of law, relating which Farmland has knowledge in relation to the current or prior business or assets of Primero Farmland or any of the Primero Subsidiaries;
(v) neither Primero nor its Subsidiaries or any property or facility now or previously owned, leased or operated by Farmland or any of the Primero its Subsidiaries which has failed not been delivered to report CHSC at least five days prior to the proper Governmental Entity the occurrence date hereof. All liabilities of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor Farmland or any of the Primero its Subsidiaries has received any notification from any Governmental Entity pursuant relating to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions arising out of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment Law of any such Environmental Approvalskind whatsoever have been adequately reserved for on the financial statements of Farmland, or any review byfor unconsolidated Subsidiaries, or approval of, any Governmental Entity on the financial statements of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSubsidiaries.
Appears in 1 contract
Environmental. Except To the best of their knowledge, all operations of eLandia have been conducted, and are now, in compliance with all Environmental Laws. eLandia is not aware of, nor is subject to:
(i) any proceeding, application, order or directive which relates to environmental health or safety matters, and which may require any Material work, repairs, construction or expenditures;
(ii) any demand or notice with respect to the breach of any Environmental Laws applicable to eLandia;
(iii) none of the real properties currently or, formerly owned, leased or used by eLandia, any predecessor of eLandia or over which any of them has or had charge, management or control (such property, the “eLandia Real Properties”): A. has never been used by any Person as disclosed in the Primero Disclosure Lettera 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 extent that any violation or other matter referred eLandia Real Property are contaminated where such contamination could, if it migrated to in this subsection does not, individually or in the aggregatean eLandia Real Property, have a Material Adverse Effect on Primero that eLandia Real Property;
(v) eLandia has transported, removed or disposed of any waste to a location outside of Canada or of the U.S.;
(vi) there are no contaminants located in the ground or in groundwater under any of the Primero SubsidiarieseLandia Real Properties;
(vii) eLandia has never been required by any governmental entity to: A. alter any of the eLandia 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 eLandia Real Property;
(viii) eLandia 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 breach of any environmental laws or regulations applicable to eLandia;
(ix) eLandia Technologies, Inc., a wholly owned subsidiary of eLandia, has obtained and owns the U.S. Virgin Islands License and the Bloomington License;
(x) eLandia has obtained all Material licenses which are required under applicable Environmental Laws in connection with the conduct of the business or operations of eLandia. Each of such licenses is in full force and effect and eLandia are in compliance in all Material respects with the terms and conditions of all such licenses and with any applicable Environmental Law. In addition:
(iA) Primero No order has been issued, no environmental Claim has been filed, no penalty has been assessed and no investigation or review is pending or, to the Primero Subsidiaries are and knowledge of eLandia, threatened by any governmental or regulatory authority with respect to any alleged failure by eLandia to have been any license required under applicable Environmental Laws in compliance connection with and are not in violation the conduct of anytheir business or operations of eLandia or with respect to any generation, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generatedtreatment, receivedstorage, handledrecycling, usedtransportation, storeddischarge, treated, shipped and disposed disposal or release of all contaminants, wastesany Hazardous Material generated by eLandia, and hazardous and toxic substances without violation to the knowledge of Environmental Laws;
(iii) eLandia, there have been are no spills, releases, deposits facts or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operationscircumstances in existence, which could reasonably be expected to result in Liability form the basis for any such order, environmental Claim, penalty, investigation or review.
(B) eLandia does not own, operate or lease a treatment, storage or disposal facility requiring a permit under the U.S. Resource Conservation and Recovery Act, as amended, or under any Environmental comparable foreign Law; and, that have not without limiting the foregoing, (i) no polychlorinated biphenyl is or has been reportedpresent, mitigated (ii) 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 remedied in compliance with Environmental Laws;
(iv) no ordersHazardous Material has been released in a quantity reportable under, notificationsor in violation of, directivesany Environmental Law or otherwise released, demandsin the cases of clauses (i) through (iv), claimsat, instructionson or under any site or facility now or previously owned, directions operated or notices leased by eLandia.
(C) eLandia has not transported or arranged for the transportation of any Hazardous Material to any 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 on any similar state or local list or (iii) the subject of enforcement actions by non-U.S. or U.S. federal, state or local governmental or regulatory authorities that may lead to environmental Claims against eLandia.
(D) No Hazardous Material generated by eLandia has been recycled, treated, stored, disposed of or released by eLandia at any location.
(E) No written notification of a release of a Hazardous Material has been filed by or on behalf of eLandia and no site or facility now or previously owned, operated or leased by eLandia is listed or proposed for listing on the NPL, CERCLIS or any similar state or local list of sites requiring investigation or clean-up.
(F) There have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Lawsno environmental investigations, whether or not have the force of lawstudies, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsaudits, all such Environmental Approvals are in full force and effecttests, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions reviews or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretoanalyses conducted by, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval possession of, eLandia in relation to any Governmental Entity of such Environmental Approvals that are required in connection with site or facility now or previously owned, operated or leased by eLandia which have not been delivered to Datec prior to the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 1 contract
Environmental. (i) None of Pembina or any of its Subsidiaries is in violation of any Environmental Laws in any material respect.
(ii) Each of Pembina and its Subsidiaries has all material permits, authorizations and approvals required under any applicable Environmental Laws to operate the business of Pembina and its Subsidiaries as presently conducted or for the ownership and use of the assets owned by Pembina and its Subsidiaries in compliance with all applicable Laws and are in material compliance with their requirements.
(iii) Except as disclosed in the Primero Pembina Disclosure Letter, neither Pembina nor its Subsidiaries is aware of, or subject to, any material environmental investigation, remediation, reclamation or closure obligation, demand, notice or work order that presently exists with respect to any property, interests and rights of Pembina and the extent that Subsidiaries.
(iv) To Pembina’s knowledge, there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Encumbrances, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Environmental Law against Pembina or any of the Primero its Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) Pembina has reasonably concluded that there have been are no spills, releases, deposits facts or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, circumstances which could would reasonably be expected to result in Liability under form the basis for any Environmental Lawsuch administrative, that have not been reportedregulatory or judicial actions, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directivessuits, demands, demand letters, claims, instructionsEncumbrances, directions orders, directions, notices of non-compliance or notices have been issued violation, investigation or proceedings, in each case that would materially adversely affect Pembina and remain outstanding by any Governmental Entity pursuant to any Environmental Lawsits Subsidiaries, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;taken as a whole.
(v) neither Primero nor There are no costs or liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions properties or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretopermit, license or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval ofapproval, any Governmental Entity of such Environmental Approvals that are required in connection related constraints on operating activities and any potential liabilities to third parties) associated with the execution or delivery effect of this AgreementEnvironmental Laws on various business, the consummation operations and properties of the transactions contemplated herein or the continuation of the business Pembina and operations of Primero or any of the Primero its Subsidiaries following the Effective Date;
(viii) Primero that would be material to Pembina and the Primero Subsidiaries have made available to Northgate all material auditsits Subsidiaries, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawstaken as a whole.
Appears in 1 contract
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero AuRico or any of the Primero AuRico Subsidiaries:
(i) Primero AuRico and the Primero AuRico Subsidiaries are and have been in compliance with with, and are not in violation of anyof, any Environmental Laws;
(ii) Primero AuRico and the Primero AuRico Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into or in the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, systems by Primero AuRico or any of the Primero SubsidiariesAuRico Subsidiaries or at, to or from Primero AuRico’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero AuRico or any of the Primero AuRico Subsidiaries;
(v) neither Primero AuRico nor any of the Primero AuRico Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero AuRico and the Primero AuRico Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero AuRico nor any of the Primero AuRico Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero AuRico or any of the Primero AuRico Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero AuRico or any of the Primero AuRico Subsidiaries following the Effective Date;
(viii) Primero AuRico and the Primero AuRico Subsidiaries have made available to Northgate Alamos all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health health, and safety matters; and
(ix) to the knowledge of PrimeroAuRico, none of Primero AuRico and the Primero AuRico Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 1 contract
Environmental. Except as disclosed in the Primero Disclosure Letter, or where failure to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are do so would not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result cause a Material Adverse Effect, JV shall comply in Liability all material respects with all Environmental Laws applicable to it. JV shall immediately notify Agent and Lenders of any remedial action taken by JV under Environmental Laws with respect to JV’s business operations. Except where failure to do so would not reasonably be expected to cause a Material Adverse Effect, JV shall not use or permit any Environmental Lawother party to use any Hazardous Substances at or on any Collateral except such materials as are incidental to the JV’s normal course of business, that have not been reported, mitigated maintenance and remedied repairs and which are handled in compliance with all applicable Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions . Upon the reasonable written request of Agent or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity Lenders following the occurrence of any event or the discovery of any condition which is required Agent or Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 2(m) to be so reported untrue in any material respect, furnish or cause to be furnished to Agent or Lenders, at JV’s expense, a report of an environmental assessment of reasonable scope, form and depth by a consultant reasonably acceptable to Agent and Lenders as to the nature and extent of the presence of any Environmental Laws;
(vi) Primero Hazardous Substances at or on any Collateral and as to the Primero Subsidiaries hold all Environmental Approvals required under compliance by JV or any of its Affiliates with Environmental Laws in connection with all material respects at or on such Collateral. If JV fails to deliver such an environmental report within seventy-five (75) days after receipt of such written request, then Agent or Lenders may arrange for the operation same, and, without limitation of any other rights afforded Agent hereunder, JV hereby grants to Agent, Lenders and their respective businesses representatives access to such Collateral during normal business hours to reasonably undertake such an assessment upon reasonable prior written notice from Agent. The reasonable cost of any assessment arranged for by Agent or Lenders pursuant to this provision shall be payable by JV on demand and added to the ownership Obligations. JV shall provide Agent, Lenders and use including rehabilitation of their respective assetsagents, contractors, employees and representatives with access to and copies of any and all such Environmental Approvals are in full force data and effectdocuments relating to or dealing with any Hazardous Substances used, and neither Primero nor any generated, manufactured, stored or disposed of by their business operations relating to the Collateral within ten (10) days of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsrequest therefor.
Appears in 1 contract
Environmental. (a) Except as disclosed in set forth on Section 3.24 of the Primero Company Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero each of the Company Entities and the Primero Subsidiaries are conduct of their businesses are, and for the previous three (3) years have been been, in material compliance with and are not in violation of any, all Environmental Laws;
(ii) Primero and no Company Entity has received any unresolved written notice within the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed past three (3) years from any Governmental Entity or any other Person alleging that any Company Entity is not in compliance with any Environmental Law or is responsible for a Release of all contaminants, wastesHazardous Substance, and hazardous there is no Action currently pending and toxic substances without violation served, or to the Knowledge of the Company, threatened by any Governmental Entity or any other Person against the Company asserting that any Company Entity has liability for a Release of Hazardous Substance or noncompliance with Environmental Laws;
(iii) there the Company Entities have been no spills, releases, deposits or discharges and maintain all material Permits required under Environmental Laws for the operation of pollutants or hazardous or toxic substances, contaminants or wastes into their businesses and have to the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected extent necessary timely submitted all applications to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Lawsrenew such Permits;
(iv) no orders, notifications, directives, demands, claims, instructions, directions Company Entity has caused or notices have been issued and remain outstanding permitted a Release of Hazardous Substance that requires material remedial action by any Governmental Entity pursuant to any the Company under Environmental Laws, whether or not have the force has expressly assumed or agreed to assume any material obligation to investigate, remediate, ▇▇▇▇▇ or otherwise respond to such a Release of law, relating to the business or assets of Primero or any of the Primero SubsidiariesHazardous Substance;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence no Release of any event which Hazardous Substance has occurred on, at, under, or is required to be so reported affecting any Real Property or any prior location used by any Company Entity, in each case which requires remedial action for which the Company would reasonably be expected to have any material liability under Environmental Laws;
(vi) Primero and no Company Entity has disposed of Hazardous Substance at any location listed or proposed for listing on the Primero Subsidiaries hold all Environmental Approvals National Priorities List or similar federal, state or local governmental list of locations for which the investigation, remediation or abatement of a Release of Hazardous Substance is required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred which is reasonably expected to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;result in material liability of the Company; and
(vii) there are no changes other than contracts entered in the statusordinary course of business, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewalno Company Entity has expressly assumed, modificationundertaken, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information provided an indemnity with respect to environmental, health and safety matters; andany material Liability of any other Person arising under Environmental Laws with respect to the remediation of a known Release of Hazardous Substance.
(ixb) Except as set forth on Section 3.24(b) of the Company Disclosure Letter, all material environmental assessments, audits, reports materially bearing on environmental conditions at the current or former facilities, properties, or operations of the Company Entities that were prepared for any Company Entity have been provided to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsBuyer.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Enpro Industries, Inc)
Environmental. Except as disclosed in the Primero Disclosure Letter(a) Zorin is not aware of, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero and none of Zorin or any of the Primero SubsidiariesZorin Subsidiary has received:
(i) Primero any order or directive which relates to environmental matters and the Primero Subsidiaries are and have been in compliance with and are not in violation of anywhich requires any work, Environmental Laws;repairs, construction, or capital expenditures; or
(ii) Primero and any demand or notice with respect to the Primero Subsidiaries have operated their respective businesses at all times and have generatedbreach of any environmental, receivedhealth or safety law applicable to Zorin or any of its business undertakings, handledincluding, usedwithout limitation, storedany regulations respecting the use, treatedstorage, shipped and disposed treatment, transportation, or disposition of all environmental contaminants, wastesthat would have any material adverse effect on the business, operations or financial condition of Zorin and hazardous and toxic substances without violation of Environmental Lawsits subsidiaries taken as a whole;
(iiib) there Zorin has not received notice of and is not aware of any material environmental liabilities related to the assets of Zorin or its subsidiaries, other than obligations in the ordinary course of business to abandon w▇▇▇▇ when they have been ceased to be productive, remove production equipment when they are no spillslonger being used and restore and reclaim the surface sites thereof;
(c) All environmental and health and safety permits, releaseslicenses, deposits approvals, consents, certificates and other authorizations of any kind or discharges of pollutants or hazardous or toxic substancesnature (“Environmental Permits”) necessary for the ownership, contaminants or wastes into the earthoperation, air or into any body of waterdevelopment, whether surface or otherwisemaintenance, or any municipal or other sewer or drain or drinking or water systems, by Primero or use of any of the Primero Subsidiaries, assets of Zorin or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices its subsidiaries have been issued obtained and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws maintained in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ixd) Zorin, its subsidiaries and their respective assets and the ownership, operation, development, maintenance and use thereof are in material compliance with all Environmental Laws and with all terms and conditions of all Environmental Permits, and all prior instances of non-compliance have been fully and finally resolved to the knowledge satisfaction of Primero, none of Primero and the Primero Subsidiaries are subject all governmental authorities with jurisdiction over such matters.
(e) No investigations or complaints by any governmental entity with respect to any past environmental matter pertaining to or present fact, condition affecting the business or circumstance that could reasonably be expected the assets of Zorin or any of its subsidiaries is currently outstanding or threatened;
(f) Known spills or similar incidents pertaining to result or affecting the business or the assets of Zorin and its subsidiaries have been reported to the appropriate governmental entity to the extent required by Environmental Laws; and
(g) All waste disposal pertaining to or affecting the business or the assets of Zorin and its subsidiaries has been and is being conducted in Liability under any accordance with all applicable Environmental Laws.
Appears in 1 contract
Environmental. Except as disclosed set forth in the Primero Disclosure LetterSCHEDULE 4.15, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any knowledge of the Primero SubsidiariesCompany, Velo▇ ▇▇▇ Derbyshire:
(ia) Primero The operations, properties and assets of the Primero Company and its Subsidiaries are and have been complied in all material respects with the requirements of all applicable federal, state, local and foreign environmental, health and safety statutes, regulations, Orders, common law and other requirements having the force and effect of Law relating to public or workplace health and safety or pollution and protection of the environment (including, without limitation, those relating to the Release of contaminants into the environment) (collectively, "Environmental Laws");
(b) The operations, properties and assets of the Company and its Subsidiaries are not the subject of any notice of any federal, state, local or foreign investigation evaluating whether any remedial action is needed to respond to a Release or threatened Release of any Contaminant into the environment;
(c) Each of the Company and its Subsidiaries possesses, is in compliance in all material respects with, and has complied in all material respects with, all Permits required for the conduct of the Company's and its Subsidiaries' businesses under Environmental Laws. All such Permits are presently in full force and effect;
(d) Neither the Company nor any of its Subsidiaries has generated, stored, transported, recycled, treated, disposed of or otherwise handled in any way any Contaminants for itself or for any other Person, nor has any other Person at any time stored, transported, recycled, treated, disposed of or otherwise handled in any way any Contaminants on any property owned or leased by the Company or any of its Subsidiaries at any time, except in material compliance with and are not in violation of any, all Environmental Laws;
(iie) Primero and There are no locations where any Contaminants from the Primero Subsidiaries operation of the Company's or any of its Subsidiaries' businesses have operated their respective businesses at all times and have generated, received, handled, used, been stored, treated, shipped and recycled or disposed of of, except in material compliance with all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iiif) there have been There are no spillsContaminants located on, releaseswithin or under any land, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal buildings or other sewer improvements owned or drain or drinking or water systems, leased by Primero the Company or any of the Primero Subsidiariesits Subsidiaries at any time, including any surface and subsurface waters on or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Lawsreal property owned or leased by the Company or any of its Subsidiaries at any time;
(ivg) There is no ordersongoing or threatened Release, notificationsand there has been no past Release, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have of Contaminants into the force environment from the operation of law, relating to the business or assets of Primero Company or any of its Subsidiaries or from any facility at which any Contaminants generated by the Primero Company or any of its Subsidiaries have been stored, treated, recycled or disposed of;
(h) There are no PCB's nor any asbestos located on or within any land, building or other improvement owned or leased by the Company or any of its Subsidiaries;
(vi) neither Primero Neither the Company nor any of the Primero its Subsidiaries has failed to report to the proper Governmental Entity the occurrence of is under any event which is required to be so reported current obligation imposed by any Environmental LawsGovernmental Authority to make any expenditure to achieve or maintain compliance with any environmental requirement;
(vij) Primero and None of Velo▇, ▇▇rbyshire or the Primero Subsidiaries hold all Environmental Approvals required under Company has received oral or written notice from any Environmental Laws in connection with Person, including any employee, that such Person may have impaired health, or that the environment may have been damaged, as the result of the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any business of the Primero Company and its Subsidiaries has received or the Release of Contaminants from or on any notification from any Governmental Entity pursuant to any Environmental Laws that any workland, undertaking, study, report, assessment, repairs, constructions building or other expenditures are required to be made improvement owned or leased by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Company or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety mattersits Subsidiaries; and
(ixk) No underground storage tanks are or have ever been located on any properties owned or leased by the Company or any of its Subsidiaries. For purposes of this Section 4.15, references to the knowledge Company shall be deemed to include any Affiliate and predecessor thereof and any such contractor of Primero, none the Company for whose conduct or omission the Company or any of Primero and the Primero its Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably may be expected to result in Liability under any Environmental Lawsheld liable.
Appears in 1 contract
Environmental. Except as disclosed in the Primero Disclosure LetterDelphos Schedules, there are no actions, proceedings or investigations pending before any environmental regulatory body, with respect to or threatened against or affecting Delphos or the Subsidiary in respect to any "facility" owned, leased or operated by any of them (but excluding any "facility" as to which sole interest of Delphos or the Subsidiary is that of a lienholder or mortgagee, but including any "facility" to which title has been taken pursuant to mortgage foreclosure or similar proceedings and including any "facility" in which Delphos or the Subsidiary ever participated in the financial management of such facility to a degree sufficient to influence, or have the ability to influence, the facility's treatment of hazardous waste) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), or under any Federal, state, local or municipal statue, ordinance or regulation in respect thereof, in connection with any release of any toxic or "hazardous substance", pollutant or contaminant into the "environment" which, if adversely determined, (a) would require the payment by Delphos or the Subsidiary and/or require Delphos or the Subsidiary to incur expenses of more than $10,000 (whether or not covered by insurance) or (b) would otherwise have a material adverse effect on Delphos or the Subsidiary, nor, to the best knowledge of Delphos after reasonable inquiry, is there any reasonable basis for the institution of any such actions or proceedings or investigations which is probable of assertion, nor are there any such actions or proceedings or investigations in which Delphos or the Subsidiary is a plaintiff or complainant. Neither Delphos nor the Subsidiary is liable in any material respect under any applicable law for any release by either of them or for any release by any other "person" of a hazardous substance caused by the spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of hazardous wastes or other chemical substances, pollutants or contaminants into the environment, nor is Delphos or the Subsidiary liable for any material costs (as a result of the acts or omissions of Delphos or the Subsidiary or, to the best knowledge of Delphos, as a result of the acts or omissions of any other "person") of any remedial action including, without limitation, costs arising out of security fencing, alternative water supplies, temporary evacuation and housing and other emergency assistance undertaken by any environmental regulatory body having jurisdiction over Delphos or the Subsidiary to prevent or minimize any actual or threatened release by Delphos or the Subsidiary of any hazardous wastes or other chemical substances, pollutants and contaminants into the environment which would endanger the public health or the environment. All terms contained in quotation marks in this paragraph and the paragraph immediately following shall have the meaning ascribed to such terms, and defined in, CERCLA. Except as disclosed in the Delphos Schedules, to the best knowledge of Delphos each "facility" owned, leased or operated by Delphos or the Subsidiary (but excluding any "facility" as to which the sole interest of Delphos or the Subsidiary is that of a lienholder or mortgagee, but including any "facility" to which title has been taken pursuant to mortgage foreclosure or similar proceedings and including any "facility" in which Delphos or the Subsidiary ever participated in the financial management of such facility to a degree sufficient to influence, or have the ability to influence, the facility's treatment of hazardous waste) is, in all material respects, in compliance with all applicable Federal, state, local or municipal statutes, ordinances, laws and regulations and all orders, rulings or other decisions of any court, administrative agency or other governmental authority relating to the protection of the environment, except to the extent that any violation or other matter referred a failure to in this subsection does not, individually or in the aggregate, comply would not have a Material Adverse Effect material adverse effect on Primero or any the business, operations and financial condition of the Primero Subsidiaries:
(i) Primero Delphos and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it Subsidiary taken as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawswhole.
Appears in 1 contract
Sources: Affiliation Agreement (Delphos Citizens Bancorp Inc)
Environmental. Except as disclosed set forth on Schedule 4.17, on the ------------- ---- date hereof and as of the Closing Date:
(i) The activities, operations and business carried out by Aquatics and its Subsidiaries are and have been at all times in the Primero Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred failure to in this subsection does not, individually or in the aggregate, so comply will not have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero Aquatics and the Primero its Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Lawstaken as a whole;
(ii) Primero as to each of the properties currently or previously used for the business of Aquatics and its Subsidiaries, no Hazardous Substances have been Released to the Primero Environment on, at, under or from such property in any amount that has required or will require investigation or other remedial action pursuant to any applicable Environmental Law or that otherwise has given or will give rise to any claim of liability by any Governmental Authority or other third party, except to the extent that any liability with respect to such Hazardous Substances will not have a Material Adverse Effect on Aquatics and its Subsidiaries taken as a whole; and
(iii) no Hazardous Substances have operated their respective businesses at all times been shipped by Aquatics or its Subsidiaries to an offsite facility that have given or will give rise to any claim of liability for investigation or other remedial action pursuant to any applicable Environmental Law or that otherwise have given or will give rise to any claim of liability by any Governmental Authority or other third party, except to the extent that any such claim of liability will not have a Material Adverse Effect on Aquatics and have generated, received, handled, used, stored, treated, shipped its Subsidiaries taken as a whole.
(i) Aquatics and disposed its Subsidiaries are not aware of all contaminants, wastes, and hazardous and toxic substances without any pending litigation or proceedings before any administrative agency in which any person or entity alleges the violation of any Environmental LawsLaw by Aquatics or its Subsidiaries, the Release or Threat of Release of Hazardous Substances on, at, under or from any property currently or previously used for the business of Aquatics or its Subsidiaries or any liability of Aquatics or its Subsidiaries with respect to any Hazardous Substances that have been shipped by Aquatics or its Subsidiaries to an offsite facility;
(ii) Neither Aquatics nor its Subsidiaries has received any written notice that any Governmental Authority or other third party, or any employee or agent thereof, has determined, threatens to determine or requires an investigation or further information to determine that there exists any violation of any Environmental Law, a Release or Threat of Release of Hazardous Substances requiring investigation or other remedial action on, at, under or from any property currently or previously used for the business of the Aquatics or its Subsidiaries or any liability of Aquatics or its Subsidiaries with respect to any Hazardous Substances that have been shipped by the Aquatics or its Subsidiaries to an offsite facility;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero Neither Aquatics nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero its Subsidiaries has received any notification from notice under any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions citizen suit provision of any Environmental Approvals held by Primero or Law regarding any of its operations.
(c) No Lien has been imposed on any of the Primero assets of Aquatics or its Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, by any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability Authority under any Environmental Laws.
(d) Aquatics and its Subsidiaries have all Environmental Permits necessary for the activities and operations of the Division, except to the extent that any such failure would not have a Material Adverse Effect on Aquatics and its Subsidiaries taken as a whole.
Appears in 1 contract
Environmental. Except as disclosed (a) Continental and each of its Subsidiaries is in the Primero Disclosure Lettercompliance with applicable Environmental Law in all material respects.
(b) In connection with Environmental Activities, there is no notice of infraction, action, suit or proceeding against or in any other manner relating adversely to, or to the extent that any violation knowledge of Continental, pending or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero threatened against Continental or any of the Primero Subsidiaries:
(i) Primero and the Primero its Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any respect of the Primero Subsidiaries, Exploration Rights Areas operated by Continental's Subsidiaries in any court or from Primero assets before any arbitrator of any kind or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions before or notices have been issued and remain outstanding by any Governmental Entity pursuant to Entity.
(c) All Environmental Permits which are necessary under any applicable Environmental Laws, whether or not have Law for the force of law, relating to the business or assets of Primero or any operation by Continental's Subsidiaries of the Primero Subsidiaries;
Exploration Rights Areas operated by them (vas such Exploration Rights Areas are operated by Continental's Subsidiaries as at the date of this Agreement) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero have been duly obtained and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, are not subject to further Environmental Permits or appeal or, to the knowledge of Continental, pending, threatened legal or administrative proceedings, and neither Primero nor there are, to the knowledge of Continental, no proposals to amend, revoke or replace such Environmental Permits.
(d) None of Continental or its Subsidiaries has or is, and, to the knowledge of Continental, no past or present lessee, owner, occupant, or licensee or other Person other than Continental or a Subsidiary of Continental has or is, engaged in any Environmental Activity at, upon, under, over, within or with respect to the Exploration Rights Areas operated by Continental's Subsidiaries in violation of any applicable Environmental Law which could lead to the imposition of liability on, or a remediation order against, Continental or a Subsidiary of Continental.
(e) No activities or operations of Continental or its Subsidiaries are or have been subject to any judicial, administrative or other proceedings alleging a violation of any applicable Environmental Law.
(f) No activities or operations of Continental or its Subsidiaries in respect of the Primero Exploration Rights Areas operated by Continental's Subsidiaries has received any notification are the subject of investigation or written notice from any Governmental Entity pursuant requiring material remedial action to respond to a Release of any Contaminant.
(g) Neither Continental nor any of its Subsidiaries has been or is involved in any operations or Environmental Laws that Activity in violation of any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required applicable Environmental Law which activities would lead to be made by it as a condition the imposition of continued compliance with any Environmental Lawsliability on, or any Environmental Approvals issued pursuant theretoa remediation order against, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Continental or any of the Primero its Subsidiaries.
(h) Neither Continental nor any of its Subsidiaries has filed any written notice or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment report of any such Environmental Approvals, or any review by, or approval of, a Release of a Contaminant with any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation respect of the transactions contemplated herein Exploration Rights Areas operated by Continental or the continuation any part thereof.
(i) No order, instruction or direction of the business and operations of Primero any Governmental Entity has been issued which required Continental or any of its Subsidiaries to carry out any material environmental remediation of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability Exploration Rights Areas operated by Continental under any applicable Environmental LawsLaw.
Appears in 1 contract
Environmental. Except as disclosed in the Primero Disclosure LetterSchedule 6.1.20, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero (a) no Obligor or any of the Primero Subsidiaries:
(i) Primero and the Primero its Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation is subject to any civil or criminal proceeding relating to Requirements of Environmental Laws;
(iii) there have been no spills, releases, deposits Laws and is not aware of any investigation or discharges of pollutants threatened proceeding or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operationsinvestigation, which if adversely determined, could reasonably be expected to result in Liability under any have a Material Adverse Effect, (b) each Obligor and each of its Subsidiaries has all material Permits, registrations and other authorizations required by the Requirements of Environmental LawLaws for the operation of its business and the properties which it owns, that leases or otherwise occupies, except where the failure to have same could not been reportedreasonably be expected to have a Material Adverse Effect, mitigated (c) each Obligor and remedied each of its Subsidiaries currently operates its business and its Immovable Property Interests in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any all applicable Requirements of Environmental Laws, whether except where the failure to be in compliance could not reasonably be expected to have a Material Adverse Effect, (d) no Hazardous Materials are stored or not have the force disposed of law, relating to the business or assets of Primero by any Obligor or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero its Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported or otherwise used by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Obligor or any of the Primero its Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment in material violation of any such applicable material Requirements of Environmental ApprovalsLaws (including, or without limitation, that there has been no Release of Hazardous Materials by any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero Obligor or any of its Subsidiaries at, on or under any Immovable Property Interests now or previously owned or, to the Primero knowledge of the Borrower, leased by any Obligor or any of its Subsidiaries following the Effective Date;
in violation of any applicable material Requirements of Environmental Laws), (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ixe) to the knowledge of Primerothe Borrower (i) all underground storage tanks now or previously located on any Immovable Property Interests owned or leased by any Obligor or any of its Subsidiaries have been operated, none maintained and decommissioned or closed, as applicable, in material compliance with applicable Requirements of Primero Environmental Law; and (ii) no immovable property or groundwater in, on or under any Immovable Property Interest now or previously owned or leased by any Obligor or any of its Subsidiaries is or has been during the Primero Subsidiaries are subject 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 any past or present fact, condition or circumstance give rise to material liability under Requirements of Environmental Laws that could reasonably be expected to result have a Material Adverse Effect nor, to the best of its knowledge, is any such property named in Liability any list of hazardous waste or contaminated sites maintained under any the Requirements of Environmental LawsLaw.
Appears in 1 contract
Sources: Loan Agreement (Telesat Corp)
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any (a) Each of the Primero Tarsis and its Subsidiaries:
: (i) Primero and the Primero Subsidiaries are and have been is in compliance with any and are not in violation of any, all applicable Environmental Laws;
; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at has received all times and have generatedpermits, received, handled, used, stored, treated, shipped and disposed licenses or other approvals required of all contaminants, wastes, and hazardous and toxic substances without violation of it under applicable Environmental Laws;
Laws to conduct its business as currently conducted; (iii) is in compliance with all terms and conditions of each such permit, license or approval; (iv) confirms that there have been no spillspast and there are no pending or to the knowledge of Tarsis, releasesthreatened claims, deposits complaints, notices or discharges requests for information received by Tarsis or its Subsidiaries with respect to any alleged violation of pollutants any Environmental Law; and (v) confirms that no conditions exist at, on or hazardous under any property now or toxic substancespreviously owned, contaminants leased or wastes into occupied by Tarsis or its Subsidiaries which, with the earth, air or into any body passage of water, whether surface or otherwisetime, or any municipal the giving of notice or other sewer or drain or drinking or water systemsboth, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected would give rise to result in Liability liability under any Environmental Law, that have not been reportedexcept as set forth in the Tarsis Disclosure Letter.
(b) Neither Tarsis nor its Subsidiaries, mitigated and remedied has ever caused or permitted hazardous or toxic waste to be placed, held, located or disposed of on, under or at any lands or premises owned, leased or occupied by Tarsis or its Subsidiaries otherwise than in compliance with applicable Environmental Laws;Laws and no notice has been received by Tarsis or its Subsidiaries of any action or potential liability in respect thereof and no civil, criminal or enforcement actions or complaints in respect thereof are threatened, pending or have been commenced against Tarsis or its Subsidiaries.
(ivc) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there There are no changes in the statusenvironmental audits, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material auditsevaluations, assessments, investigation reportsstudies or tests that were commissioned by Tarsis or its Subsidiaries respecting the business, studiesoperations, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge properties or facilities of Primero, none of Primero and the Primero Subsidiaries are subject to any past Tarsis or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsits Subsidiaries.
Appears in 1 contract
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that for any violation or other matter referred to in this subsection does notmatters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect in respect of SEMAFO:
i. all facilities and operations of SEMAFO and the SEMAFO Subsidiaries have been conducted, and are now, in compliance with all environmental Laws;
ii. no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of SEMAFO and the SEMAFO Subsidiaries and, to the knowledge of SEMAFO, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business;
iii. SEMAFO and the SEMAFO Subsidiaries do not store any hazardous or toxic waste or substance on Primero the property thereof and have not disposed of any hazardous or toxic waste, in each case in a manner contrary to any environmental Laws, and there are no pollutants, dangerous substances, liquid wastes, hazardous wastes, hazardous materials, hazardous substances or contaminants on any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been premises at which SEMAFO or any SEMAFO Subsidiary carries on business, in each case other than in compliance with and are not in violation of any, Environmental environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generatediv. neither SEMAFO nor any SEMAFO Subsidiary is subject to any proceeding, receivedapplication, handled, used, stored, treated, shipped and disposed order or directive of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant which relates to any Environmental Lawsenvironmental, whether health or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effectsafety matters, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that which may require any work, undertaking, study, report, assessment, repairs, constructions construction or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminatedexpenditures;
(vii) v. there are no actual changes in the status, terms or conditions of any Environmental Approvals Authorizations currently held by Primero SEMAFO or any of the Primero SEMAFO Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction transfer or amendment of any such Environmental ApprovalsAuthorizations, or any review by, or approval of, any Governmental Entity of such Environmental Approvals Authorizations that are required in connection with the execution or delivery of this Combination Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero SEMAFO or any of the Primero SEMAFO Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety mattersTime; and
(ix) to the knowledge of Primero, none of Primero vi. SEMAFO and the Primero SEMAFO Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability any liability under any Environmental environmental Laws, to SEMAFO’s knowledge.
Appears in 1 contract
Sources: Combination Agreement (Semafo Inc)
Environmental. (a) Prior to the execution of this Agreement, Citadel has provided to Purchaser a true and correct copy of all environmental site assessments, studies, reports and communications relating to the Purchased Assets.
(b) Except as disclosed on CITADEL'S DISCLOSURE SCHEDULE, (i) there are no conditions, facilities, procedures or any other facts or circumstances that constitute Environmental Noncompliance on any of the Leaseholds and (ii) there is not constructed, placed, deposited, stored, disposed of, nor located on any of the Leaseholds 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 disclosed on CITADEL'S DISCLOSURE SCHEDULE, no structure, improvements, equipment, fixtures, activities or facilities located on the Leaseholds uses Hazardous Materials except those used in the Primero Disclosure Letterordinary course of the Business and in compliance with applicable Environmental Laws.
(d) Except as specifically described on CITADEL'S DISCLOSURE SCHEDULE, there have been no releases or threatened releases of Hazardous Materials into the environment, or which otherwise contribute to Environmental Conditions arising solely from the activities of the Station, or to the best of the knowledge of Citadel arising from any other activities, except to the extent that any violation such releases or other matter referred threatened releases do not constitute a condition of Environmental Noncompliance relating to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:Leaseholds.
(ie) Primero and the Primero Subsidiaries Except as disclosed on CITADEL'S DISCLOSURE SCHEDULE, there are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseunderground storage tanks, or any municipal or other sewer or drain or drinking or water systemsunderground piping associated with tanks, by Primero or any used for the management of Hazardous Materials at the Primero Subsidiaries, or from Primero assets or operations, Leaseholds and there are no abandoned underground storage tanks at the Leaseholds which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied either abandoned in compliance with Environmental Laws;place or removed pursuant to a permit issued by a Governmental Authority.
(ivf) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant Citadel is not subject to any Environmental Laws, whether or not have the force of law, relating Claims against Citadel with respect to the business or assets of Primero or any Station, no Environmental Claims with respect to the Station have been threatened, nor, to the best of the Primero Subsidiaries;
(v) neither Primero nor knowledge of Citadel, is there any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of basis for any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information Claims with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsStation.
Appears in 1 contract
Environmental. Except as disclosed (a) The MediaNews Assets and the MediaNews Newspapers are in compliance with all applicable Environmental Laws and Environmental Permits and all issues raised in each notice, citation, inquiry or complaint which the MediaNews Parties have received in the Primero Disclosure Letterpast three years alleging any violation of or liability or potential liability under any applicable Environmental Law or Environmental Permit pertaining to the MediaNews Assets and/or the MediaNews Newspapers have been corrected or otherwise addressed to the satisfaction of regulatory authorities acting pursuant to Environmental Laws. The MediaNews Parties possess all Environmental Permits which are required for the operation of the MediaNews Newspapers as currently conducted, and are in compliance with the provisions of all such Environmental Permits.
(b) There has not been any storage, treatment, generation, transportation or Release of any Hazardous Materials by the MediaNews Parties at or from the MediaNews Real Estate or, to the knowledge of the MediaNews Parties at any Facility to which the MediaNews Parties sent Hazardous Materials relating to the MediaNews Newspapers, in a quantity reportable under, or in violation of, or which may give rise to any obligation or the extent that incurrence of any violation damages under, any applicable Environmental Laws.
(c) All Containers which have been heretofore removed from the MediaNews Real Estate or such other matter referred 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 in this subsection does notany property or facility owned, individually operated, leased, managed, controlled or in used by the aggregate, have a Material Adverse Effect on Primero or MediaNews Parties with respect to any of the Primero SubsidiariesMediaNews Newspapers.
(e) No MediaNews Real Estate or Facility relating to any of the MediaNews 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 Liability Information System list, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), or on any state or local list of sites requiring removal, remedial response or corrective action pursuant to any environmental law.
(f) Without in any way limiting the generality of the foregoing:
(i) Primero and 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 any of the Primero Subsidiaries are and have been in compliance MediaNews Parties with and are not in violation respect to any of any, Environmental Lawsthe MediaNews Newspapers or located on the MediaNews Real Estate;
(ii) Primero and no polychlorinated biphenyls are used or stored on the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;MediaNews Real Estate; and,
(iii) there have been are no spillslocations included within the MediaNews Real Estate at which any Hazardous Material generated, releasesused, deposits owned or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, controlled by Primero or any of the Primero Subsidiaries, MediaNews Parties or from Primero assets the MediaNews Parties' agents or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices affiliates have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether disposed of or not have Released into the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsEnvironment.
Appears in 1 contract
Sources: Contribution Agreement (Garden State Newspapers Inc)
Environmental. Except as disclosed in set forth on Schedule 3.22, (a) Seller, the Primero Disclosure LetterBusiness, or to and Seller Real Property (including the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(ifacilities and operations thereon) Primero and the Primero Subsidiaries are and have been in compliance with all applicable Environmental Laws; (b) Seller and the Business possess all Authorizations issued pursuant to Environmental Laws that are required to conduct the Business of Seller as currently conducted, a list of which is set forth on Schedule 3.22, and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generatedbeen in compliance with all such Authorizations; (c) Seller has not treated, receivedstored, disposed of, arranged for or permitted the disposal of, transported, handled, usedmanufactured, storeddistributed, treatedor released any Hazardous Material, shipped or owned or operated any Real Property (and disposed of all contaminantsno such Real Property is contaminated by any such substance) so as to give rise to any current or future Environmental Claims or Environmental Liabilities, wastesincluding any Liability for fines, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spillspenalties, releasesresponse costs, deposits corrective action costs, personal injury, property damage, natural resources damages or discharges of pollutants or hazardous or toxic substancesattorneys’ fees, contaminants or wastes into pursuant to CERCLA, the earthSolid Waste Disposal Act, air or into any body of water, whether surface or otherwiseas amended, or any municipal other Environmental Law; (d) there are no Proceedings pending or other sewer to Seller’s Knowledge threatened against Seller or drain the Business concerning any Environmental Claims or drinking Environmental Liability or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability obligation arising under any Environmental Law, and no event has occurred that have not been reportedwith the passage of time or in combination with other circumstances would result in any such Proceedings; (e) neither Seller nor the Business has received any written claim or notice from any Governmental Authority or other Person, mitigated and remedied related to exposure to Hazardous Materials or alleging that Seller or the Business is or may be in violation of, or has any liability under, any Environmental Law, including for any investigatory, remedial, corrective obligation or Remedial Action, relating to the Real Property, the subject of which is unresolved; (f) no Real Property is listed or to Seller’s Knowledge, proposed to be listed on the National Priorities List or CERCLIS or on any similar governmental database that require cleanup under Environmental Laws; (g) neither Seller nor the Business has assumed, undertaken, 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 Environmental Laws; (h) no facts, events or conditions relating to the Real Property or any past facilities, properties or operations of Seller or the Business will prevent, hinder or limit continued compliance with Environmental Laws;
(iv) no orders, notificationsgive rise to any investigatory, directives, demands, claims, instructions, directions remedial corrective obligations or notices have been issued and remain outstanding by any Governmental Entity Remedial Action pursuant to Environmental Laws or give rise to any other liabilities pursuant to Environmental Laws, whether including any relating to on-site or not have the force of lawoff-site releases or threatened releases of, or exposure to, Hazardous Materials, personal injury, property damage or natural resources damage; and (i) Seller has made available to Buyer all environmental audits, reports, and other material non-privileged environmental documents relating to the business Real Property or assets of Primero Seller’s past properties, facilities or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals operations that are in full force and effectits possession, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions custody or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsits reasonable control.
Appears in 1 contract
Sources: Asset Purchase Agreement (Commercial Vehicle Group, Inc.)
Environmental. Except as disclosed (a) The operation of the First Mining Material Properties by First Mining and the First Mining Material Subsidiaries (to the knowledge of First Mining, with respect to the Recently Acquired Subsidiaries) and the use, maintenance and operation thereof have been and are in compliance with all Environmental Laws. First Mining and the Primero Disclosure LetterFirst Mining Material Subsidiaries have complied with all reporting and monitoring requirements under all Environmental Laws with respect to the First Mining Material Properties since the date of acquisition of the applicable First Mining Material Subsidiary by First Mining. Neither First Mining nor any of the First Mining Material Subsidiaries (to the knowledge of First Mining, with respect to the Recently Acquired Subsidiaries) has received any notice of any non-compliance with any Environmental Laws or Environmental Permits, and none of First Mining or any of the First Mining Material Subsidiaries (to the knowledge of First Mining, with respect to the Recently Acquired Subsidiaries) have been convicted of an offence of non- compliance with any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction.
(b) First Mining and the First Mining Material Subsidiaries have obtained all material Environmental Permits necessary to conduct their Business and to own, use and operate their properties and assets, all such Environmental Permits are in full effect, no appeal or other action is pending to revoke any such Environmental Permit and the operation of the Business, the property and assets owned by First Mining and the First Mining Material Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Permits. To the extent required by applicable Environmental Laws, First Mining and the First Mining Material Subsidiaries have filed all applications necessary to renew or obtain any necessary permits, licenses, or authorizations in a timely fashion so as to allow it to continue to operate their Business in compliance with applicable Environmental Laws, and First Mining and the extent that any violation First Mining Material Subsidiaries do not expect such new or renewed licenses, permits or other matter referred authorizations to in this subsection does not, individually include any terms or in the aggregate, conditions that will have a Material Adverse Effect on Primero or any in respect of First Mining and the Primero First Mining Material Subsidiaries:.
(ic) Primero First Mining and the Primero First Mining Material Subsidiaries are and have been have, at all times (to the knowledge of First Mining, with respect to the Recently Acquired Subsidiaries), used, generated, treated, stored, transported, disposed of or otherwise handled their Hazardous Substances in compliance with all Environmental Laws and are not in violation of any, Environmental Laws;Permits.
(iid) Primero To the knowledge of First Mining, there is no reasonable basis upon which First Mining and the Primero First Mining Material Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits could become responsible for any material clean up or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability corrective action under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;.
(ive) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material All audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; andmatters relating to the First Mining Material Properties have been made available to the Chalice Parties and are described in Schedule 3.2.13 of the First Mining Disclosure Letter.
(ixf) to the knowledge of Primero, none of Primero and the Primero Subsidiaries There are subject to any no past or present fact(or, condition to the best of First Mining’s knowledge, future) events, conditions, circumstances, activities, practices, incidents, actions or circumstance that could reasonably be expected plans which may interfere with or prevent compliance or continued compliance by First Mining and each of the First Mining Material Subsidiaries with the Environmental Laws as in effect on the date hereof or which may give rise to result in Liability any liability under any the Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by First Mining or any of the First Mining Material Subsidiaries of any Hazardous Substances.
Appears in 1 contract
Sources: Share Purchase Agreement (First Mining Finance Corp.)
Environmental. Except Landlord has supplied to Tenant a true and complete copy of a current Phase I environmental assessment for the Premises (the "Report"). Landlord has made arrangements so that Tenant may rely on the Report. Landlord represents and warrants to Tenant that Landlord does not have and does not know of any other environmental reports, studies or tests which have been prepared or conducted with respect to the Premises, other than the Report and the tests identified therein. Landlord represents and warrants that, except as disclosed provided in the Primero Disclosure LetterReport, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any best of the Primero Subsidiaries:
Landlord's knowledge: (i) Primero and the Primero Subsidiaries Premises are and have been in compliance with all Environmental Regulations and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries no Hazardous Substances have operated their respective businesses at all times and have generated, received, handled, used, been stored, treatedused or otherwise located on, shipped in or under the Premises. Landlord agrees to indemnify, defend and disposed hold Tenant harmless against any and all Environmental Damages incurred or to be incurred as a result of the breach, by Landlord, of its representations. Tenant has had ample opportunity to inspect the Premises and, except as expressly warranted by Landlord in this paragraph, takes the Premises in their as is condition in regard to the matters governed by this paragraph. Tenant agrees to indemnify, defend and hold Landlord harmless against any and all contaminantsEnvironmental Damages incurred or to be incurred as a result of Tenant Contamination or failure by Tenant to comply with any Environmental Regulations, including reasonable attorneys' fees. Tenant Contamination means contamination at the Premises which is caused by or arises out of any act, omission, neglect or fault of Tenant or its agents, employees, contractors or invitees. Contamination means the uncontained or uncontrolled presence of or release of Hazardous Substances into any environmental media from, upon, within, below, into or on the Premises. Hazardous Substances means any toxic or hazardous chemicals, wastes, materials or substances, including, without limitation, lead, radon, asbestos, asbestos containing materials, polychlorinated biphenyls, dioxin, urea-formaldehyde, nuclear fuel or waste, radioactive materials, explosives, carcinogens, petroleum products, or any pollutants or contaminants, as those terms are defined in any applicable federal, state, local or other governmental law, statute, ordinance, code, rule or regulation. Environmental Regulations means all laws, statutes, ordinances, codes, rules and hazardous regulations relating to Hazardous Substances or the protection of the environment. Environmental Damages means all claims, judgments, losses, penalties, fines, liabilities, encumbrances, liens, costs and toxic substances without violation reasonable expenses of investigation, defense or good faith settlement resulting from violations of Environmental Laws;
Regulations, and including, without limitation: (i) damages for personal injury and injury to property or natural resources; (ii) reasonable fees and disbursement of attorneys, consultants, contractors, experts -10- and laboratories; (iii) there have been no spillscosts of any cleanup, releasesremediation, deposits removal, response, abatement, containment, closure, restoration or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into monitoring work required by any body of water, whether surface or otherwise, or any municipal or Environmental Regulation and other sewer or drain or drinking or water systems, by Primero or any costs reasonably necessary to restore full economic use of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated Premises; and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, third-party claims relating to the immediately preceding subsections (i) - (iii). If Landlord performs any remediation it will do so in such a manner as to have as little impact on Tenant's business or assets of Primero or any of being conducted at the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it Premises as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawspossible.
Appears in 1 contract
Sources: Lease Agreement (Possis Medical Inc)
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does for such matters which would not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero SubsidiariesEffect:
(i) Primero and Neither Tristar nor any Tristar Subsidiary has caused or, to the Primero Subsidiaries are and have been in compliance with and are not in violation Knowledge of anyTristar, Environmental Laws;permitted the release or disposal of Hazardous Materials onto, at or near any property owned or operated by Tristar or any Tristar Subsidiary.
(ii) Primero and To the Primero Subsidiaries have operated their respective businesses at all times and have generatedKnowledge of Tristar, receivedneither Tristar nor any Tristar Subsidiary has caused or allowed the generation, handleduse, usedtreatment, stored, treated, shipped and disposed storage or disposal of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;Hazardous
(iii) there To the Knowledge of Tristar, Tristar and the Tristar Subsidiaries have been obtained and are in substantial compliance with all Environmental Permits required with respect to the business or other operations conducted by Tristar or any Tristar Subsidiary.
(iv) To the Knowledge of Tristar, Tristar and the Tristar Subsidiaries have filed all reports required by Environmental Laws.
(v) Tristar and the Tristar Subsidiaries have provided Eurostar access to all environmental audits or assessments prepared by or for, or received by, Tristar or any Tristar Subsidiary with respect to any business or other operations conducted by Tristar or any Tristar Subsidiary.
(vi) Tristar has no spillsKnowledge of any facts, releasesconditions or circumstances that could cause Tristar or any Tristar Subsidiary to incur any loss, deposits liability, damage, costs or discharges expenses, with respect to any individual event, in excess of pollutants $50,000, or hazardous in the aggregate in excess of $250,000, for (A) violations of Environmental Laws, (B) failure to obtain an Environmental Permit, (C) response or toxic substancesremedial costs under any Environmental Law or (D) personal injury or property damage resulting from exposure to or releases of Hazardous Materials.
(vii) Neither Tristar nor any Tristar Subsidiary has received any inquiry or notice, contaminants nor does Tristar have any reason to suspect or wastes into the earthbelieve any of them will receive any inquiry or notice, air of any actual or into potential proceeding, claim, lawsuit or loss that arises under or relates to any body of waterEnvironmental Law.
(viii) Neither Tristar nor any Tristar Subsidiary is currently operating or required to be operating under any compliance order, whether surface schedule, decree or otherwiseagreement, any consent decree, order or agreement, or any municipal corrective action decree, order or other sewer agreement issued or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability entered into under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and.
(ix) No underground storage tanks are present on the properties owned or operated by either Tristar or any Tristar Subsidiary and, to the knowledge Knowledge of PrimeroTristar, none of Primero and the Primero Subsidiaries are subject to any past underground storage tanks previously removed from any properties owned or present fact, condition operated by either Tristar or circumstance that could reasonably be expected to result any Tristar Subsidiary were removed in Liability under any accordance with applicable Environmental Laws.
(x) To the Knowledge of Tristar, all prior operations conducted by Tristar or any Tristar Subsidiary have been conducted in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations established under applicable Environmental Laws.
Appears in 1 contract
Sources: Merger Agreement (Tristar Corp)
Environmental. Except as disclosed (i) Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Primero Disclosure LetterCollateral Agent any documentation of such compliance which the Collateral Agent may reasonably request, or except to the extent that such compliance is subject to a Good Faith Belief of Stay; (iii) provide the Agents written notice within ten (10) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any of its Subsidiaries and take any Remedial Actions required under Environmental Laws; (iv) promptly, and in any event before any Governmental Authority exercises its statutory right to file an Environmental Lien, pay or reimburse any monetary obligations, losses, liabilities, damages or costs and expenses incurred by any Governmental Authority as a result of any Remedial Action performed at the properties (including, without limitation, the Principal Properties) operated by any Loan Party; (v) provide the Collateral Agent prompt written notice if the Loan Parties will exceed by ten percent (10%) any of the annual or aggregate Environmental Liabilities and Costs for each of the "Operating Facilities" set forth on Part B of Schedule 7.01(r); (vi) provide the Collateral Agent prompt written notice if the Loan Parties will exceed by ten percent (10%) any of the annual or aggregate Environmental Liabilities and Costs for all of "Non-Operating Facilities and Superfund Sites" as set forth on Part B of Schedule 7.01(r); (vii) provide the Agents with written notice within ten (10) days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action (other than notices of violation or citations that are provided for in (C)) or notice that an Environmental Action (other matter referred than notices of violation or citations that are provided for in (C)) will be filed against any Loan Party or any of its Subsidiaries; (C) notice of a violation, citation or other administrative order which could cause any of the Loan Parties to in this subsection does not, incur more than $500,000 individually or $3,000,000 in the aggregate; and (D) written or oral notification that a Governmental Authority has incurred over $100,000 in monetary obligations, have losses, liabilities, damages or costs and expenses as a Material Adverse Effect on Primero result of any Remedial Action performed at any properties (including, without limitation, the Principal Properties) operated by the Loan Parties; (viii) defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Handling, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the Primero Subsidiaries:presence, Handling, 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, Handling, or Release of such Hazardous Materials, (D) any violation of any Environmental Law and/or (E) any Environmental Action filed against any Agent or any Lender; (ix) maintain and preserve all Environmental Permits necessary to operate, use or occupy each of the Loan Parties' material businesses, operations, properties (including, without limitation, the Principal Properties) and assets, except to the extent that such compliance is subject to a Good Faith Belief of Stay; (x) maintain and comply with all financial assurance requirements under RCRA and any similar Environmental Law, as specifically set forth but not limited to 40 C.F.R. 264 and 265, necessary to operate, use or occupy each of the Loan Parties' businesses, Facilities, operations, properties and assets; (xi) comply with all applicable writs, orders, consent decrees, judgments, injunctions, written communications by any Governmental Authority, decrees, informational requests or demands issued pursuant to, or arising under, any Environmental Laws, except to the extent that such compliance or any enforcement action is stayed as a result of the Chapter 11 Cases or is the subject of a Good Faith Belief of Stay; (xii) provide the Collateral Agent with prompt written notice in the event the Loan Parties is required to spend more than $500,000 individually or $3,000,000 in the aggregate to comply with any Environmental Laws that have been promulgated and enacted by a Governmental Authority throughout the term of this Agreement; and (xiii) file and submit truthful and complete representations, including, without limitation, applications, warranty statements and accompanying materials provided in support of such representations, submitted by the Loan Parties to obtain insurance.
(i) Primero and cause an independent environmental engineer acceptable to the Primero Subsidiaries are and have been in Collateral Agent to conduct such assessments, investigations or tests of the site where any Loan Party's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and are not in violation prepare and deliver to the Collateral Agent a report as to such non-compliance setting forth the results of anysuch tests, Environmental Laws;
a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (ii) Primero provide to the Collateral Agent a supplemental report of such engineer whenever the scope of such non-compliance, or the applicable Loan Party's response thereto or the estimated costs thereof, shall change in any material respect. The Loan Parties acknowledge and agree that neither the Primero Subsidiaries have operated their respective businesses at all times and have generatedLoan Documents or the actions of any Agent or any Lender pursuant thereto shall operate or be deemed (i) to place upon any Agent or any Lender any responsibility for the operation, receivedcontrol, handledcare, usedservice, storedmanagement, treatedmaintenance or repair of property or facilities of the Loan Parties (except in cases where an Agent or Lender has taken possession or control of any property, shipped and disposed either through foreclosure or alternative legal means) or (ii) to make any Agent or any Lender the "owner" or "operator" of all contaminants, wastes, and hazardous and toxic substances without violation any property or facilities of the Loan Parties or a "responsible party" within the meaning of applicable Environmental Laws;
(iii. The indemnification provisions of this Section 8.01(j) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into shall survive the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any repayment of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated Obligations and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence discharge of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and Liens granted under the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsLoan Documents.
Appears in 1 contract
Sources: Financing Agreement (Solutia Inc)
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, not have a Material Adverse Effect on Primero or any of Barytex and the Primero Barytex Subsidiaries, to Barytex’s knowledge:
(i) Primero Barytex and the Primero Barytex Subsidiaries are and have been in compliance in all material respects with and are not in violation of any, Environmental Laws;
(ii) Primero Barytex and the Primero Barytex Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances contaminants without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, water or any municipal or other sewer or drain or drinking or water systems, systems by Primero Barytex or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, Barytex Subsidiaries that have not been reported, mitigated and remedied in compliance with Environmental Lawsremedied;
(iv) there is no orders, notifications, directives, demands, claims, instructions, directions material claim or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether judicial or not have the force of law, relating to the business or assets of Primero administrative proceeding which may affect either Barytex or any of the Primero SubsidiariesBarytex Subsidiaries or any of the properties or assets of Barytex or the Barytex Subsidiaries relating to or alleging any violation of Environmental Laws;
(v) neither Primero Barytex nor any of the Primero Barytex Subsidiaries has failed to report to the proper Governmental Entity federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws;; and
(vi) Primero Barytex and the Primero Barytex Subsidiaries hold all Environmental Approvals licences, permits and approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effectother than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on Barytex, and neither Primero Barytex nor any of the Primero Barytex Subsidiaries has received nor any notification from of their respective assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course by any Governmental Entity pursuant to determine whether any violation of Environmental Laws that any workhas occurred or is occurring, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or and neither Barytex nor any of the Primero Barytex Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are is subject to any past or present fact, condition or circumstance that could reasonably be expected to result known environmental liabilities not disclosed in Liability under any Environmental Laws.the Barytex Public Documents;
Appears in 1 contract
Environmental. Except Other than as disclosed set forth in Schedule (AA) of the Primero Target Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any knowledge of the Primero SubsidiariesTarget:
(i) Primero Target and the Primero Target Subsidiaries are and have been in compliance with and are is not in violation of any, any Environmental Laws;
(ii) Primero Target and the Primero Target Subsidiaries have operated their respective businesses at all times and have has generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Target or any of the Primero Target Subsidiaries, or from Primero Target assets or operations, which could reasonably be expected to result in Liability liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero Target or any of the Primero Target Subsidiaries;
(v) neither Primero Target nor any of the Primero Target Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero Target and the Primero Target Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero Target nor any of the Primero Target Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Target or any of the Primero Subsidiaries Target Subsidiaries, or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero Target or any of the Primero Target Subsidiaries following the Effective Date;
(viii) Primero Target and the Primero Target Subsidiaries have made available to Northgate Purchaser all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of PrimeroTarget, none of Primero Target and the Primero Target Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability liability under any Environmental Laws.
Appears in 1 contract
Environmental. Except as disclosed Without limiting in any way the Primero Disclosure Letter, or to the extent that any violation or other matter referred to representations and warranties contained elsewhere in this subsection does notAgreement, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero SubsidiariesSeller hereby represents and warrants to Purchaser as follows:
(i) Primero To the best of Seller’s actual knowledge, no Hazardous Materials or Regulated Substances, except in Permitted Amounts, exist on, under or about the Properties or have been transported to or from the Properties or used, generated, manufactured, stored or disposed of on, under or about the Properties, except for the prior environmental conditions of the Birch Run Property that have been remediated as described in the Birch Run Phase I Environmental Site Assessment dates October 24, 2013 performed by NTH Consultants, LTD. and the Primero Subsidiaries Birch Run Phase II Environmental Site Assessment dates October 31, 2013 performed by NTH Consultants, LTD. (the “Birch Run Remediated Condition”). To the best of Seller’s actual knowledge, the Properties are not in violation of any Hazardous Materials Laws relating to industrial hygiene or the environmental conditions on, under or about the Properties, including, without limitation, air, soil and groundwater conditions, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Properties. The Clinton Property was formerly a salvage yard and the representations in this subparagraph (p) as to the Clinton Property are qualified by what may be set forth in the environmental reports for that Property previously furnished to Purchaser.
(ii) To the best of Seller’s actual knowledge and except for the Birch Run Remediated Condition, there is no past or present non-compliance with Hazardous Materials Laws, or with permits issued pursuant thereto, in connection with the Properties; all uses and operations on or of the Properties, whether by Seller or any other Person, have been in compliance with all Hazardous Materials Laws and are not in violation of environmental permits issued pursuant thereto; all USTs, if any, Environmental located on or about the Properties are in full compliance with all Hazardous Materials Laws;
, and as of the date hereof, Seller is in compliance with the requirements of the UST Regulations with respect to those “petroleum underground storage tanks” (iias such term is defined under the UST Regulations) Primero located at the Properties. The Properties have been kept free and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed clear of all contaminantsEnvironmental Liens and Seller has not allowed any tenant or other user of the Properties (including without limitation, wastesTenant) to do any act that increased the dangers to human health or the environment, and hazardous and toxic substances without violation posed an unreasonable risk of Environmental Laws;harm to any Person (whether on or off the Properties), impaired the value of the Properties in any material respect, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to the Properties.
(iii) there have been no spillsNo Seller Entity has received any written or oral notice or other communication from any Person (including but not limited to a Governmental Authority) relating to Hazardous Materials, releases, deposits Regulated Substances or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseUSTs, or remediation thereof, of possible liability of any municipal or other sewer or drain or drinking or water systemsPerson (including without limitation, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(ivTenant) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental LawsHazardous Materials Law, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws other environmental conditions in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsProperties, all such Environmental Approvals are or any actual or potential administrative or judicial proceedings in full force and effect, and neither Primero nor connection with any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsforegoing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Diversified Restaurant Holdings, Inc.)
Environmental. (a) Prior to the execution of this Agreement, Seller has provided to 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 Seller's Disclosure Schedule, (i) there are no conditions, facilities, procedures or any other facts or circumstances that constitute Environmental Noncompliance on any of the Leaseholds and (ii) there is not constructed, placed, deposited, stored, disposed of, nor located on any of the Leaseholds 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 disclosed on Seller's Disclosure Schedule, no structure, improvements, equipment, fixtures, activities or facilities located on the Leaseholds uses Hazardous Materials except those used in the Primero ordinary course of the Business and in compliance with applicable Environmental Laws.
(d) Except as specifically described on Seller's Disclosure LetterSchedule, there have been no releases or threatened releases of Hazardous Materials into the environment, or which otherwise contribute to Environmental Conditions arising solely from the activities of Seller, or to the best of the knowledge of Seller arising from any other activities, except to the extent that any violation such releases or other matter referred threatened releases do not constitute a condition of Environmental Noncompliance relating to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:Leaseholds.
(ie) Primero and the Primero Subsidiaries Except as disclosed on Seller's Disclosure Schedule, there are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseunderground storage tanks, or any municipal or other sewer or drain or drinking or water systemsunderground piping associated with tanks, by Primero or any used for the management of Hazardous Materials at the Primero Subsidiaries, or from Primero assets or operations, Leaseholds and there are no abandoned underground storage tanks at the Leaseholds which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied either abandoned in compliance with Environmental Laws;place or removed pursuant to a permit issued by a Governmental Authority.
(ivf) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant Seller is not subject to any Environmental LawsClaims against Seller, whether or not no Environmental Claims have the force of lawbeen threatened, relating nor, to the business or assets of Primero or any best of the Primero Subsidiaries;
(v) neither Primero nor knowledge of Seller, is there any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of basis for any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsClaims.
Appears in 1 contract
Environmental. (a) Prior to the execution of this Agreement, Seller has provided to Citadel a true and correct copy of all environmental site assessments, studies, reports and communications relating to the Purchased Assets.
(b) Except as disclosed on SELLER'S DISCLOSURE SCHEDULE, (i) there are no conditions, facilities, procedures or any other facts or circumstances that constitute Environmental Noncompliance on any of the Leaseholds and (ii) there is not constructed, placed, deposited, stored, disposed of, nor located on any of the Leaseholds 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 disclosed on SELLER'S DISCLOSURE SCHEDULE, no structure, improvements, equipment, fixtures, activities or facilities located on the Leaseholds uses Hazardous Materials except those used in the Primero Disclosure Letterordinary course of the Business and in compliance with applicable Environmental Laws.
(d) Except as specifically described on SELLER'S DISCLOSURE SCHEDULE, there have been no releases or threatened releases of Hazardous Materials into the environment, or which otherwise contribute to Environmental Conditions arising solely from the activities of Seller with respect to the Station or the Purchased Assets, or to the best of the knowledge of Seller arising from any other activities with respect to the Station or the Purchased Assets, except to the extent that any violation such releases or other matter referred threatened releases do not constitute a condition of Environmental Noncompliance relating to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:Leaseholds.
(ie) Primero and the Primero Subsidiaries Except as disclosed on SELLER'S DISCLOSURE SCHEDULE, there are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseunderground storage tanks, or any municipal or other sewer or drain or drinking or water systemsunderground piping associated with tanks, by Primero or any used for the management of Hazardous Materials at the Primero Subsidiaries, or from Primero assets or operations, Leaseholds and there are no abandoned underground storage tanks at the Leaseholds which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied either abandoned in compliance with Environmental Laws;place or removed pursuant to a permit issued by a Governmental Authority.
(ivf) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant Seller is not subject to any Environmental LawsClaims against the Station or the Purchased Assets, whether or not have the force of lawno such Environmental Claim has been threatened, relating nor, to the business or assets of Primero or any best of the Primero Subsidiaries;
(v) neither Primero nor knowledge of Seller, is there any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of basis for any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsClaims.
Appears in 1 contract
Environmental. Except As of the date hereof neither the Borrower nor any of Borrower’s agents, employees or independent contractors (1) have caused or are aware of a release or threat of release of Hazardous Materials (as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect defined herein) on Primero or any of the Primero Subsidiaries:
(i) Primero and premises owned or occupied by the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operationsBorrower, which could reasonably be expected give rise to liability under any Environmental Law (as defined herein) or any other Federal, state or local law, rule or regulation; (2) have arranged for the transport of or transported any Hazardous Materials in a manner as to violate, or result in Liability potential liabilities under, any Environmental Law; (3) have received any notice, order or demand from the Environmental Protection Agency or any other Federal, state or local agency under any Environmental Law, that ; (4) have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by incurred any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required liability under any Environmental Laws Law in connection with the operation mismanagement, improper disposal or release of their respective businesses and the ownership and use including rehabilitation Hazardous Materials; or (5) are aware of their respective assetsany inspection or investigation of any Controlled Property or Abutting Property by any Federal, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions state or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions local agency for possible violations of any Environmental Approvals held by Primero Law. To the best of Borrower’s knowledge, the Borrower, has not committed or omitted any act which caused the release of Hazardous Materials with respect to any assets of the Primero Subsidiaries Borrower or with respect to any renewalpremises owned or occupied by Borrower. Borrower agrees to indemnify and hold the Lender harmless from all liability, modificationloss, revocationcost, reassurancedamage and expense, alterationincluding attorney fees and costs of litigation, transfer, restriction or amendment arising from any and all of its violations of any such Environmental ApprovalsLaw (including those arising from any lien by any Federal, state or local government arising from the presence of Hazardous Materials) or from the presence of Hazardous Materials located on or emanating from any premises owned or occupied by Borrower, or with respect to any review assets of Borrower whether existing or not existing and whether known or unknown at the time of the execution hereof and regardless of whether or not caused by, or approval of, within the control of Borrower. Borrower further agrees to reimburse Lender upon demand for any Governmental Entity of such Environmental Approvals that are required costs reasonably incurred by Lender in connection with the execution or delivery foregoing. Borrower agrees that its obligations hereunder shall be continuous and shall survive the repayment of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business all debts to Lender and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) shall continue so long as a valid claim relating to the knowledge release of Primero, none of Primero and Hazardous Materials by Borrower may be lawfully asserted against the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsLender.
Appears in 1 contract
Sources: Revolving Demand Line of Credit Loan Agreement (Stran & Company, Inc.)
Environmental. Except as disclosed in the Primero Disclosure Letterset forth on Schedule 5.22 or as could not reasonably be expected, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, to have a Material Adverse Effect on Primero Effect:
(a) Sellers' operations and properties, and the operations and properties of each of their respective subsidiaries, relating to the Business comply with all applicable Environmental Laws and Environmental Permits. Any past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and no circumstances exist that could (A) form the basis of an Environmental Action against Sellers, any of their respective subsidiaries or any of the Primero Subsidiaries:
their properties or (iB) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or cause any of the Primero SubsidiariesPurchased Assets or the Business to be subject to any restrictions on ownership, occupancy, use or from Primero assets or operations, which could reasonably be expected to result in Liability transferability under any Environmental Law.
(b) None of the Purchased Assets or other property relating to the Business currently owned or operated by Sellers or any of their respective subsidiaries is, that and, to the Knowledge of Sellers, no property formerly owned or operated by Sellers or any of their respective subsidiaries, is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list; there are no 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 of the Purchased Assets or other property relating to the Business currently owned or operated by Sellers or any of their respective subsidiaries; and Hazardous Materials have not been reportedreleased, mitigated discharged or disposed of on, under or from any of the Purchased Assets or other property currently owned or operated by Sellers or any of their respective subsidiaries.
(c) Neither Sellers nor any of their respective subsidiaries has received a request for information or has been identified as a potentially responsible party relating to any actual or threatened Release of Hazardous Materials at any site, location or operation relating to the operations of the Business; neither Sellers nor any of their respective subsidiaries is undertaking, and remedied has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous Materials at any site, location or operation relating to the operations of the Business, either voluntarily or pursuant to the order of any Governmental Body or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any of the Purchased Assets or other property relating to the Business currently owned or operated by Sellers or any of their respective subsidiaries have been used, sold or disposed of in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 1 contract
Environmental. The representations and warranties set forth in this Section 4.18 are TransTex’s sole and exclusive representations and warranties regarding environmental matters. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any Section 4.18 of the Primero SubsidiariesDisclosure Schedules:
(ia) Primero The operations of TransTex with respect to the Business and the Primero Subsidiaries Acquired Real Property are currently and have been in compliance with all Environmental Laws during the time such Business and Acquired Real Property have been owned and operated by TransTex;
(b) TransTex has possessed and is in possession of all Environmental Permits required under any applicable Environmental Law for the conduct or operation of the Business (or any part thereof), and TransTex has operated and is operating in compliance with such Environmental Permits. All such Environmental Permits are in full force and effect and shall be maintained in full force and effect by TransTex through the Closing Date in accordance with Environmental Law, and TransTex is not aware of any condition, event or circumstance that might prevent or impede, after the Closing Date, the conduct of the Business as currently conducted or the ownership, lease, operation or use of the Acquired Real Property. With respect to any such Environmental Permits, TransTex has undertaken, or will undertake prior to the Closing Date, all measures necessary to facilitate transferability of the same to Buyer, and TransTex is not aware of any condition, event or circumstance that might prevent or impede the transferability of the Environmental Permits to Buyer;
(c) TransTex has not generated, used, treated or stored, transported to or from, or released or disposed of any Hazardous Substances on or at the Acquired Real Property except in accordance with all applicable Environmental Permits and Environmental Laws and to the Knowledge of TransTex, no such occurrence has otherwise occurred at or from the Acquired Real Property;
(d) TransTex has not received any notice from any Governmental Authority or any other Person that the Business or the operation of any facility of TransTex is in violation of anyany Environmental Law or any Environmental Permit or that it is responsible (or potentially responsible) for the Release or cleanup of any Hazardous Substances at any site;
(e) TransTex has not been the subject of any federal, state, local, or private Action involving a demand for damages or other potential Liability with respect to a violation of or Liability under Environmental Laws;
(iif) Primero and No by-products of any manufacturing, gas treating or similar process employed in the Primero Subsidiaries operation of the Business which may constitute Hazardous Substances under any Environmental Law have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed been stored or otherwise located on any of all contaminants, wastes, and hazardous and toxic substances without violation of the Acquired Real Property (except in compliance with any applicable Environmental LawsLaw);
(iiig) there have been no spillsNo property now or previously owned, releasesleased or operated by TransTex, deposits or discharges is listed or, to the Knowledge of pollutants or hazardous or toxic substancesTransTex, contaminants or wastes into proposed for listing on the earthNational Priorities List pursuant to CERCLA, air or into any body of water, whether surface or otherwiseon the CERCLIS, or on any municipal other federal or state list of sites requiring or subject to investigation or remediation;
(h) There are currently no Underground Storage Tanks, active or abandoned, including petroleum storage tanks, on or under any property now or previously owned, leased or operated by TransTex and to the Knowledge of TransTex, no underground storage tanks have previously existed on such property;
(i) TransTex has not transported or arranged for the transportation of any Hazardous Substances to any location that is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS, or on any other sewer federal or drain state list of sites requiring or drinking subject to investigation or water systemsremediation or which is the subject of federal, state or local enforcement actions or investigations;
(j) There are no polychlorinated biphenyls, radioactive materials or friable asbestos or asbestos-containing materials present at any property now or previously owned or leased by Primero TransTex;
(k) To the Knowledge of TransTex, there are no facts or circumstances, conditions or occurrences that could reasonably be anticipated: (i) to form the basis of any Action related to Environmental Laws or Environmental Permits against TransTex or any Acquired Real Property for which TransTex could be reasonably expected to be liable; and (ii) to cause such properties to be subject to any restrictions on its ownership, occupancy, use or transferability under any Environmental Law or Environmental Permit;
(l) To the Knowledge of TransTex, no condition, event or circumstance concerning the Release or regulation of Hazardous Substances exists that would, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership, lease, operation, performance or use of the Business or the Acquired Real Property as currently being carried out; and
(m) TransTex has timely filed all reports required to be filed with respect to all of its property and facilities and has generated and maintained all required data, documentation and records under all applicable Environmental Laws. TransTex has made available to Buyer true, correct and complete copies and results of the reports, audits, assessments, reviews, studies, analyses, tests and monitoring listed in Section 4.18 of the Disclosure Schedules pertaining to Hazardous Substances or related to activities of the Business involving Hazardous Substances in, on or under any of the Primero Subsidiaries, Purchased Assets or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in concerning compliance by TransTex with Environmental Laws;
, and Section 4.18 of the Disclosure Schedules includes a list of all such documents in TransTex’ possession, custody, or control. To the Knowledge of TransTex, there are no Liens (ivother than Permitted Liens) no orders, notifications, directives, demands, claims, instructions, directions arising under or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether Law or not have the force of law, relating to the business or assets of Primero or Environmental Permit on any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsPurchased Assets.
Appears in 1 contract
Sources: Asset Purchase Agreement (Magnum Hunter Resources Corp)
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, not have a Material Adverse Effect on Primero or any of Kobex and the Primero Kobex Subsidiaries, to Kobex’s knowledge:
(i) Primero Kobex and the Primero Kobex Subsidiaries are and have been in compliance in all material respects with and are not in violation of any, Environmental Laws;
(ii) Primero Kobex and the Primero Kobex Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances contaminants without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, water or any municipal or other sewer or drain or drinking or water systems, systems by Primero Kobex or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, Kobex Subsidiaries that have not been reported, mitigated and remedied in compliance with Environmental Lawsremedied;
(iv) there is no orders, notifications, directives, demands, claims, instructions, directions material claim or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether judicial or not have the force of law, relating to the business or assets of Primero administrative proceeding which may affect either Kobex or any of the Primero SubsidiariesKobex Subsidiaries or any of the properties or assets of Kobex or the Kobex Subsidiaries relating to or alleging any violation of Environmental Laws;
(v) neither Primero Kobex nor any of the Primero Kobex Subsidiaries has failed to report to the proper Governmental Entity federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws;; and
(vi) Primero Kobex and the Primero Kobex Subsidiaries hold all Environmental Approvals licences, permits and approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effectother than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on Kobex, and neither Primero Kobex nor any of the Primero Kobex Subsidiaries has received nor any notification from of their respective assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course by any Governmental Entity pursuant to determine whether any violation of Environmental Laws that any workhas occurred or is occurring, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or and neither Kobex nor any of the Primero Kobex Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are is subject to any past or present fact, condition or circumstance that could reasonably be expected to result known environmental liabilities not disclosed in Liability under any Environmental Laws.the Kobex Public Documents;
Appears in 1 contract
Environmental. Except as disclosed in the Primero Disclosure Letterdescribed on Schedule 3.17,
(a) no written notice, notification, demand, claim, letter, request for information, citation, summons, complaint or order has been received by, and no notice, demand, claim, letter, request for information, investigation or legal proceeding is pending or, to the extent that Knowledge of Cornerstone, threatened against Cornerstone with respect to any violation matters relating to or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or arising out of any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental LawsLaw;
(iib) Primero Cornerstone is and the Primero Subsidiaries have operated their respective businesses has at all times and have generatedbeen in compliance, receivedin all material respects, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals Laws and with any necessary Environmental Permits (as hereinafter defined); Cornerstone possesses all necessary permits, authorizations, approvals, licenses, consents, exemptions and other governmental authorizations required for their current operations under any applicable Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, (“Environmental Permits”); all such Environmental Approvals Permits are in full force and effect, and neither Primero nor any ; Cornerstone is not in violation of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that Permit or of any workobligations, undertakingorders, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals schedules and timetables issued pursuant thereto; and there are no proceedings pending or, or that to the Knowledge of Cornerstone, threatened which would jeopardize the validity of any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminatedPermit;
(viic) to the Knowledge of Cornerstone, there are no changes in the statusfacts, terms circumstances or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to be the basis of or to result in Liability Cornerstone incurring liability for the release of Hazardous Substances or incurring any liability, obligations, requirements for remedial or corrective action or costs under any Environmental Laws, or could reasonably be expected to prevent or restrict Cornerstone’s compliance with Environmental Laws or to restrict its use or transfer of any property pursuant to Environmental Laws;
(d) to the Knowledge of Cornerstone, none of the properties currently or formerly owned, leased or operated by Cornerstone has been listed in, nor has Cornerstone disposed or transported any Hazardous Substances to any site that has been listed in, the National Priorities List or any other list of sites requiring clean-up or investigation under Environmental Law maintained by any Governmental Authority; and
(e) Cornerstone has made available to RAMCO complete, true and correct copies of all material environmental records, reports, assessments, studies, sampling results, investigations, audits, notifications, Environmental Permits and pending permit applications. A list of such materials is provided in Schedule 3.17.
Appears in 1 contract
Sources: Merger Agreement (Receivable Acquisition & Management Corp)
Environmental. Except as disclosed (a) The Company and each Subsidiary have complied and are in compliance with, all Environmental Laws except where the Primero Disclosure Letter, or failure to the extent that any violation or other matter referred to be in this subsection does not, individually or in the aggregate, such compliance would not have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:Effect.
(ib) Primero and Neither the Primero Subsidiaries are and have been in compliance with and are not in violation of anyCompany nor any Subsidiary has any liability, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generatedknown or unknown, receivedcontingent or absolute, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that nor is Company or any Subsidiary responsible for any such liability of any other person under any Environmental Law, whether by contract, by operation of law or otherwise, which would have not been reporteda Material Adverse Effect. There are no facts, mitigated and remedied circumstances, or conditions existing, initiated or occurring prior to the Closing Date, which have or will result in compliance with liability to the Company or any Subsidiary under Environmental Laws;Law, which would result in a Material Adverse Effect. There are no pending or to the Knowledge of the Company, threatened Environmental Claims.
(ivc) no ordersTo the extent required by applicable law, notifications, directives, demands, claims, instructions, directions or notices the Company and the Subsidiaries have been issued duly issued, and remain outstanding by any Governmental Entity pursuant maintain all Environmental Permits necessary to any Environmental Laws, whether or not have the force of law, relating to operate the business or assets Assets of Primero or any Company as currently operated. A true and complete list of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals Permits, all of which are valid and in full force and effect, is set out in the Disclosure Schedule. The Company and neither Primero nor any the Subsidiaries have timely filed applications for all Environmental Permits. All of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any workPermits listed on the Disclosure Schedule are transferable and none of the Environmental Permits require consent, undertakingnotification, study, report, assessment, repairs, constructions or other expenditures are required action to be made by it as remain in full force and effect following consummation of the transactions contemplated hereby.
(d) (i) The Company and its Subsidiaries do not use, have not used in the past, and have not installed, and to the Company’s Knowledge, no Person uses currently, has used in the past, or has installed, underground storage tanks for the management of Hazardous Substances at any Real Property, (ii) the Company and its Subsidiaries have not installed equipment containing polychlorinated biphenyls or improvements containing asbestos, and to the Company’s Knowledge, there is not equipment containing PCBs and no asbestos or toxic mold at any Real Property; (iii) the Company and its Subsidiaries have not used or constructed and to the Company’s Knowledge, there is not a condition dump or landfill at any Real Property; and (iv) the Company and its Subsidiaries have not Released, and to the Company’s Knowledge there has been no Release of continued Hazardous Materials at, on, under, or from the Real Property.
(e) The Company has Furnished to each Investor copies of all environmental assessments, reports, audits and other documents in its possession or under its control that relate to the Real Property, compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretoother real property that the Company or the Subsidiaries formerly owned, operated, or leased. To the Company’s Knowledge, any information the Company or the Subsidiaries has furnished to each Investor concerning the environmental conditions of the Real Property, prior uses of the Real Property, and the operations of the Company or the Subsidiaries related to compliance with Environmental Laws is accurate and complete.
(f) No Real Property, and no property to which Hazardous Materials originating on or from such properties or the businesses or Assets of the Company or any Subsidiary has been sent for treatment or disposal, is listed or proposed to be listed on the National Priorities List or CERCLIS or on any other governmental database or list of properties that may or do require Remediation under Environmental Laws. Neither the Company nor any of its Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Materials at any location such that it is or could be liable for Remediation of such location pursuant to Environmental Laws.
(g) To the Knowledge of the Company, no Encumbrance in favor of any person relating to or in connection with any Environmental Approvals referred Claim has been filed or has attached to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;the Real Property.
(viih) there are no changes in the statusNo authorization, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewalnotification, modificationrecording, revocationfiling, reassuranceconsent, alterationwaiting period, transfer, restriction or amendment of any such Environmental Approvals, or any review byRemediation, or approval of, any Governmental Entity of such Environmental Approvals that are is required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsLaw in order to consummate the transaction contemplated hereby.
Appears in 1 contract
Sources: Series a Stock Purchase Agreement (New Horizons Worldwide Inc)
Environmental. Except as disclosed set forth in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any Section 4.12 of the Primero Subsidiaries:
(i) Primero MPC Disclosure Schedules and the Primero Subsidiaries are and have been in compliance with and are except for matters that would not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Lawan adverse effect on the Refinery Business in excess of the Threshold Amount:
(a) the Refinery Business is, that have not been reportedand for the past five years has been, mitigated and remedied in compliance with all applicable Environmental Laws;
(ivb) no ordersall Environmental Authorizations, notificationsif any, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported obtained or filed by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required or complied with by MPC under any applicable Environmental Laws Law currently in effect in connection with the operation Refinery Business as currently conducted, including those relating to Hazardous Substances, have been duly obtained or filed for, and MPC is, and for the past five years has been, in compliance with the terms and conditions of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminatedAuthorizations;
(viic) to the Knowledge of MPC, Section 4.12(c) of the MPC Disclosure Schedules sets forth a list and description of all Environmental Conditions of the Refinery Assets, other than the Park Penta Environmental Condition and the ▇▇▇▇▇▇ Products Environmental Condition, and a description of the Remediation Activity being conducted with respect to such Environmental Conditions as of the date of this Refining Contribution Agreement (all such listed Environmental Conditions described in Section 4.12(c) of the MPC Disclosure Schedules, including any present or future off-site migration thereof, being the “Known Refinery Environmental Conditions”);
(d) Section 4.12(d) of the MPC Disclosure Schedules sets forth a list of all Consent Decrees pertaining to Environmental Conditions of the Refinery Assets, other than the Park Penta Environmental Condition and the ▇▇▇▇▇▇ Products Environmental Condition (the “Existing Refinery Soil & Groundwater Consent Decrees”), and MPC has provided or made available to NTI (on behalf of SPP Refining) copies of all material correspondence and documents prepared or submitted in connection with these Existing Refinery Soil & Groundwater Consent Decrees or in connection with Remediation Activities required pursuant to these Existing Refinery Soil & Groundwater Consent Decrees, and MPC is in compliance with these Existing Refinery Soil & Groundwater Consent Decrees.
(e) Section 4.12(e) of the MPC Disclosure Schedules sets forth a list of all Consent Decrees pertaining to the Refinery Business or the Refinery Assets, except for the Existing Refinery Soil & Groundwater Consent Decrees (the “Existing Refinery Consent Decrees”), and MPC has provided or made available to NTI (on behalf of SPP Refining) copies of all material correspondence and documents prepared or submitted in connection with these Existing Refinery Consent Decrees or in connection with Remediation Activities required pursuant to these Existing Refinery Consent Decrees, and MPC is in compliance with these Existing Refinery Consent Decrees.
(f) [Intentionally Omitted];
(g) there are no changes in the statuspending or, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge Knowledge of PrimeroMPC, none threatened Environmental Claims nor, to the Knowledge of Primero and the Primero Subsidiaries are subject to MPC, is there any past or present fact, condition fact or circumstance that could reasonably be expected to result form the basis of an Environmental Claim, in Liability under each case relating to the Refinery Business or the Refinery Assets, other than those asserted by Governmental Authorities relating to the Known Refinery Environmental Conditions, the Park Penta Environmental Condition, the ▇▇▇▇▇▇ Products Environmental Condition, or the Existing Consent Decrees; and
(h) MPC has provided or made available to NTI (on behalf of SPP Refining) copies of all reports in MPC’s possession or control reflecting Known Refinery Environmental Conditions, and any reports, documents or correspondence reflecting any existing Environmental Noncompliances and any Environmental LawsNoncompliances that may have occurred in the last five years relating to the Refinery Assets and/or the Refinery Business.
Appears in 1 contract
Sources: Contribution Agreement (Northern Tier Energy, Inc.)
Environmental. Except as disclosed in (a) No Adelphia Entity has received any notice, notification, demand, request for information, citation, summons or order relating to any "Superfund" evaluation or investigation, and no Adelphia Entity is the Primero Disclosure Lettersubject of any pending or, to Adelphia's knowledge, threatened investigation, action, claim, suit, review, complaint, penalty or to the extent that proceeding of any violation Governmental Authority or other matter referred Person with respect to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero the Adelphia Systems or the Adelphia Assets, including the Adelphia Owned Property or the Adelphia Leased Property and the Primero Subsidiaries are and have been in compliance with and are not in violation of anyany property previously owned, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding leased by any Governmental Adelphia Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation Adelphia Systems and (ii) relating to or arising out of their respective businesses any Environmental Law.
(b) Except as disclosed on Schedule 5.16, no Hazardous Substance has been discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted, or released at, on or under any Adelphia Owned Property or Adelphia Leased Property or other Adelphia Asset.
(c) Except as disclosed on Schedule 5.16, each Adelphia Entity is in material compliance with all Environmental Laws, insofar as they relate to the Adelphia Assets, the Adelphia Owned Property or the Adelphia Leased Property. Except as disclosed on Schedule 5.16, each Adelphia Entity has been and is in compliance with all permits, licenses, franchises, certificates, approvals and other similar authorizations of Governmental Authorities relating to or required by Environmental Laws and affecting, or relating in any way to, the ownership Adelphia Systems or the Adelphia Assets ("Adelphia Environmental Permits"). Such Adelphia Environmental Permits are valid and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, effect and neither Primero nor any are transferable and will not be terminated or impaired or become terminable as a result of the Primero Subsidiaries transactions contemplated hereby. No Adelphia Entity has received any notification notice of, any knowledge of circumstances relating to, and there are no past events, facts, conditions, circumstances, activities, practices or incidents (including but not limited to the presence, use, generation, manufacture, disposal, release or threatened release of any Hazardous Substances from or on the Adelphia Assets, the Adelphia Owned Property or the Adelphia Leased Property), which could interfere with or prevent compliance with or which have resulted in or are reasonably likely to give rise to any Governmental Entity pursuant liability of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required Law and in connection with the execution Adelphia Systems or delivery of this Agreementthe Adelphia Assets, including, without limitation, the consummation Adelphia Owned Property and the Adelphia Leased Property. Except as disclosed on Schedule 5.16, no Adelphia Owned Property or Adelphia Leased Property nor any property to which Hazardous Substances located on or resulting from the use of the transactions contemplated herein any Adelphia Asset, Adelphia Owned Property or the continuation of the business and operations of Primero Adelphia Leased Property or any property previously owned, leased or operated by any Adelphia Entity in connection with the Adelphia Systems have been transported is listed or, to Adelphia's knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of the Primero Subsidiaries following the Effective Date;sites requiring investigation or cleanup.
(viiid) Primero and the Primero Subsidiaries have Except as disclosed on Schedule 5.16, no polychlorinated biphenyls, electromagnetic fields, radioactive material, lead, asbestos-containing material, incinerator, sump, surface impoundment, lagoon, landfill, septic, wastewater treatment or other disposal system or underground storage tank (active or inactive) is or has been present at, on or under any Adelphia Owned Property or Adelphia Leased Property or in any Adelphia Asset.
(e) Adelphia has provided or made available to Northgate Comcast copies of all material audits, environmental assessments, investigation reports, studies, plansaudits, regulatory correspondence and similar information with respect tests, reviews or other analyses of or relating to environmental, health and safety matters; andthe Adelphia Assets and/or Systems prior to the date hereof.
(ixf) to the knowledge of PrimeroExcept as disclosed on Schedule 5.16, none of Primero and the Primero Subsidiaries are subject to any past Adelphia Owned Property or present fact, condition Adelphia Leased Property is located in New Jersey or circumstance that could reasonably be expected to result in Liability under any Environmental LawsConnecticut.
Appears in 1 contract
Environmental. Debtor is fully familiar with the present use of the Premises, and, after due inquiry, Debtor has become generally familiar with the prior uses of the Premises. Except as disclosed in the Primero Disclosure LetterQuestionnaires, no Hazardous Materials or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and Regulated Substances have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, receivedused, handled, usedmanufactured, generated, produced, stored, treated, shipped and processed, transferred or disposed of all contaminantsat or on the Premises, wastes, except in Permitted Amounts and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) , except to the extent such Hazardous Materials or Regulated Substances would not have a Material Adverse Effect, and no ordersRelease or Threatened Release has occurred at or on the Premises which would have a Material Adverse Effect. Except as disclosed in the Questionnaires, notificationsthe activities, directivesoperations and business undertaken on, demandsat or about the Premises, claimsincluding, instructionsbut not limited to, directions any past or notices ongoing alterations or improvements at the Premises, are and have been issued and remain outstanding by at all times, in compliance with all Environmental Laws except where such noncompliance would not have a Material Adverse Effect. No further action is required to remedy any Governmental Entity pursuant Environmental Condition or violation of, or to be in full compliance with, any Environmental Laws, whether or not have and no lien has been imposed on the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported Premises by any Governmental Authority in connection with any Environmental Laws;
(vi) Primero and Condition, the Primero Subsidiaries hold all Environmental Approvals required under violation or threatened violation of any Environmental Laws or the presence of any Hazardous Materials, Regulated Substances or USTs on or off the Premises. Except as disclosed in the Questionnaires, there is no pending or threatened litigation or proceeding before any Governmental Authority in which any person or entity alleges the violation or threatened violation of any Environmental Laws or the presence, Release, Threatened Release or placement on or at the Premises of any Hazardous Materials, Regulated Substances or USTs, or of any facts which would give rise to any such action, nor has Debtor except as disclosed in the Questionnaires (a) received any notice (and Debtor has no actual knowledge) that any Governmental Authority or any employee or agent thereof has determined, threatens to determine or requires an investigation to determine that there has been a violation of any Environmental Laws at, on or in connection with the operation Premises or that there exists a presence, Release, Threatened Release or placement of their respective businesses and any Hazardous Materials, Regulated Substances or USTs on or at the ownership and use including rehabilitation Premises, or the use, handling, manufacturing, generation, production, storage, treatment, processing, transportation or disposal of their respective assetsany Hazardous Materials, all such Environmental Approvals are in full force and effect, and neither Primero nor any of Regulated Substances or USTs at or on the Primero Subsidiaries has Premises; (b) received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in notice under the status, terms or conditions citizen suit provision of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required Law in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero Premises or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material auditsfacilities, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past operations or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.activities
Appears in 1 contract
Sources: Loan Agreement (Uni Marts Inc)
Environmental. Except as disclosed On the Original Closing Date, no Authorized Officer has ------------- any actual knowledge that any Hazardous Substance has been installed on any real property now owned by the Borrower or any of its Restricted Subsidiaries, except (i) for Hazardous Substances the presence of which is not in violation of Environmental Law in an amount which is not or would not reasonably be expected to cause, liability to the Borrower or any Restricted Subsidiary in the Primero Disclosure Letteraggregate in excess of $5,000,000 or (ii) as set forth on Schedule 5.01(p) ---------------- hereto. On each date after the Original Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower or to the extent any Restricted Subsidiary has any actual knowledge that any Hazardous Substance has been installed in violation or other matter referred to in this subsection does not, individually or in of law on any real property now owned by the aggregate, have a Material Adverse Effect on Primero Borrower or any of the Primero Subsidiaries:
(iRestricted Subsidiaries except those installations which are not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Original Closing Date, except as disclosed on Schedule -------- 5.01(p) Primero hereto, to the actual knowledge of an Authorized Officer, the Borrower ------- and the Primero Restricted Subsidiaries are not in material violation of or subject to any existing, pending or material threatened formal investigation or formal inquiry by any governmental authority, or subject to any material remedial obligations under any applicable Environmental Laws. On each date after the Original Closing Date on which this representation is deemed to be made, to the actual knowledge of an Authorized Officer, the Borrower and have been in compliance with and the Restricted Subsidiaries are not in violation of anyor subject to any existing, pending or threatened formal investigation or inquiry by any governmental authority or to any remedial obligations under any applicable Environmental Laws which in each case is, or would reasonably be expected to cause, a Material Adverse Change. To the actual knowledge of an Authorized Officer, the Borrower and the Restricted Subsidiaries are not required to obtain any material permits, Licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures, and equipment forming a part of any real property of the Borrower or any Restricted Subsidiary by reason of any applicable Environmental Laws;
(ii, except those that have been obtained, or which the failure to obtain has not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Original Closing Date, except as set forth in Schedule 5.01(p) Primero hereto, no Authorized Officer has actual knowledge that any ---------------- Hazardous Substances or solid wastes have been disposed of on the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $5,000,000. As of the Original Closing Date, except as set forth in Schedule 5.01(p) hereto, no ---------------- Authorized Officer has actual knowledge that any Hazardous Substances or solid wastes have been released on or to the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $10,000,000. On each date after the Original Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower and the Primero Restricted Subsidiaries has actual knowledge that any Hazardous Substances or solid wastes have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and been disposed of all contaminants, wastes, and hazardous and toxic substances without violation or otherwise released on or to the real property of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Borrower or any of the Primero Restricted Subsidiaries, in violation of the applicable Environmental Laws, except any such disposal or from Primero assets or operationsrelease which is not, which could and would not reasonably be expected to result in Liability under any Environmental Lawcause, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Change.
Appears in 1 contract
Sources: Credit Agreement (Qwest Communications International Inc)
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any No examination has been made of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are Property to determine whether or not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or any hazardous or toxic substancesmaterials are legally or illegally present or contained in, contaminants under or wastes into on the earth, air Property or into any body of its water, whether surface or otherwiseif any hazardous or toxic materials have contaminated such Property or its waters in any way whatsoever, or if any municipal or other sewer or drain or drinking or water systems, by Primero or any portion of the Primero Subsidiaries, Property is “wetlands” or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have inhabited by an endangered species. Seller is not aware of and has not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence notified of any event which such condition existing on the Property. No representation or warranty has been or is required made as to be so reported by whether any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under violation of any Environmental Laws environmental laws or regulations, either federal or state, exists or has existed in connection with the operation Property, but Seller is not aware of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment not been notified of any such Environmental Approvalsviolations. For these purposes, “hazardous or toxic material” means and includes all types of petroleum products, any flammable explosives, radioactive materials, asbestos or any review bymaterials containing asbestos, and/or any hazardous, toxic or approval dangerous waste, substance or material defined as such in (or for the purposes of) the environmental laws. For these purposes, “environmental laws” includes the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Oil Pollution and Hazardous Substances Control Act, the Clean Air Act, the Hazardous and Solid Waste Amendments, the Super Fund Amendment and Reauthorization Act, the Solid Waste Disposal Act, the Resource Conservation and Recovery Act, the Act to Provide for the Cleanup of Environmental Damage Caused by Leaking Petroleum Underground Storage Tanks, Water and Air Resources Act, the Inactive Hazardous Waste Disposal Site Act, any Governmental Entity of such Environmental Approvals that are required in connection with the execution “Super Fund” or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero “Super Lien” law or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree, regulating, relating to or imposing liability or standards of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all conduct concerning any petroleum products, any flammable explosives, radioactive materials, asbestos or any material auditscontaining asbestos, assessmentsand/or hazardous, investigation reportstoxic or dangerous waste, studiessubstance or material, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to as may now or at any past or present fact, condition or circumstance that could reasonably time hereafter be expected to result in Liability under any Environmental Lawseffect.
Appears in 1 contract
Sources: Offer to Purchase and Contract
Environmental. Except as disclosed in (i) Upon the Primero Disclosure Letterwritten request of an Agent, (A) based upon the reasonable belief that there has been a violation of Environmental Law or a release of Hazardous Substances at a Real Property which is reasonably likely to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect or (B) at any time during the existence and continuance of an Event of Default, the Borrower will furnish or cause to be furnished to the Administrative Agent, at the Borrower's expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where appropriate, if there is no Event of Default, (and where such Agent has a reasonable belief that there has been a violation of Environmental Law or a release of Hazardous Substance at a Real Property which is reasonably likely to have a Material Adverse Effect), invasive soil or groundwater sampling) by a consultant reasonably acceptable to the Agents as to the nature and extent of such release on Primero or any Real Property and as to the compliance by the Credit Parties with Environmental Laws at such Real Property. If the Borrower fails to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Primero Subsidiaries:
(i) Primero Agents may arrange for same, and the Primero Subsidiaries are Borrower hereby grants to the Agents and have been in compliance with their representatives upon reasonable notice and are not in violation upon reasonable terms and conditions access to the Real Properties and a license of anya scope reasonably necessary to undertake such an assessment (including, Environmental Laws;where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Agents pursuant to this provision will be payable by the Borrower on demand and added to the obligations secured by the Collateral Documents.
(ii) Primero The Parent, the Borrower and the Primero each of their Subsidiaries have operated their respective businesses at will conduct and complete all times and have generatedinvestigations, receivedstudies, handled, used, stored, treated, shipped and disposed of all contaminants, wastessampling, and hazardous testing and toxic substances without violation of Environmental Laws;
(iii) there have been no spillsall remedial, releasesremoval, deposits or discharges of pollutants or hazardous or toxic substancesand other actions necessary to address all Hazardous Materials on, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisefrom, or affecting any municipal real property owned or other sewer leased by the Parent, the Borrower or drain or drinking or water systems, by Primero or any of their Subsidiaries to the Primero Subsidiaries, or from Primero assets or operations, which could reasonably extent necessary to be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with all Environmental Laws;
(iv) no ordersLaws and all other applicable federal, notificationsstate, directivesand local laws, demandsregulations, claims, instructions, directions or notices have been issued rules and remain outstanding by any policies and with the orders and directives of all Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating Authorities exercising jurisdiction over such real property to the business extent any failure would have or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawshave a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Knoll Inc)
Environmental. Except as disclosed in (i) The operations of the Primero Disclosure LetterBorrower and its Subsidiaries (including, or to the extent that any violation or other matter referred to in this subsection does notwithout limitation, individually all operations and conditions at or in the aggregateFacilities) comply, and for the period within any applicable statute of limitations have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been complied, in compliance all material respects with and are not in violation of any, all Environmental Laws;
(ii) Primero The Borrower and each of its Subsidiaries have obtained all permits under Environmental Laws necessary to their respective operations, and all such permits are in good standing, and the Primero Borrower and each of its Subsidiaries have operated their respective businesses at are in compliance with all times material terms and have generated, received, handled, used, stored, treated, shipped and disposed conditions of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Lawssuch permits;
(iii) there have been no spillsNeither the Borrower nor any of its Subsidiaries has received (a) any material notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of any Hazardous Materials or (b) any letter or request for information under Section 104 of the Comprehensive Environmental Response, releasesCompensation, deposits and Liability Act (42 U.S.C. ' 9604) or discharges comparable state laws, and to the best of pollutants or hazardous or toxic substancesthe Borrower's knowledge, contaminants or wastes into none of the earth, air or into any body operations of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero the Borrower or any of its Subsidiaries is the Primero Subsidiariessubject of any federal or state investigation evaluating whether any further investigation or remedial action is needed to respond to a Release or threatened Release of any Hazardous Material at any Facility or at any other location;
(iv) None of the operations of the Borrower or any of its Subsidiaries is subject to any judicial, administrative, or from Primero assets arbitral proceeding alleging the violation of or operations, liability under any Environmental Laws which if adversely determined could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiariesa Material Adverse Effect;
(v) neither Primero nor The Borrower and each of its Subsidiaries and all of their Facilities or operations are not subject to any of the Primero Subsidiaries has failed outstanding written order or agreement with any governmental authority or private party relating to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by (a) any Environmental LawsLaws or (b) any Environmental Claims that in each case could reasonably be expected to have a Material Adverse Effect;
(vi) Primero and To the Primero best knowledge of each Loan Party, neither the Borrower nor any of its Subsidiaries hold all Environmental Approvals required under has any Environmental Laws contingent liability in connection with any Release of any Hazardous Materials by the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor Borrower or any Subsidiaries of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance Borrower that could reasonably be expected to result in Liability have a Material Adverse Effect;
(vii) Neither the Borrower nor any of its Subsidiaries or, to the best of the Borrower's knowledge, any predecessor of the Borrower or any Subsidiaries of the Borrower has filed any notice under any Environmental Law indicating past or present treatment or disposal of Hazardous Materials at any Facility, and none of the Borrower's or any of its Subsidiary's operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent in material violation of any such law;
(viii) To the best knowledge of each Loan Party, no Hazardous Material exists on, under or about any Facility in a manner that could give rise to an Environmental Claim having a Material Adverse Effect, and neither the Borrower nor any Subsidiary of the Borrower has filed any notice or report of a Release of any Hazardous Materials that could reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect;
(ix) To the best knowledge of each Loan Party, neither the Borrower nor any Subsidiary of the Borrower (or any of their predecessors) has disposed of any Hazardous Materials in a manner that could reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect;
(x) No underground storage tanks or surface impoundments are on or at the Facilities, other than those that could not reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect;
(xi) No Lien in favor of any Person for (a) any material liability under Environmental Laws, or (b) damages arising from or costs incurred by such Person in response to a Release has been filed or has been attached to the Facilities; and
(xii) There is no radio frequency radiation, electromagnetic field or similar condition of or about any property owned, operated, or otherwise used by any Loan Party that could reasonably be expected to give rise to a Material Adverse Effect.
Appears in 1 contract
Environmental. Except as disclosed set forth in Section 3.17 of the Primero Seller Disclosure LetterSchedule:
(a) The Company has provided or made available to Purchaser all environmental audits, or environmental assessments and environmental investigation reports, in each case relating to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Company or any of the Primero Company’s Subsidiaries or Affiliates, or any real property currently or formerly owned, leased or occupied by any of the foregoing, to the extent such audit, assessments and reports are in the possession, custody or control of the Company or one of the Company’s Subsidiaries:.
(ib) Primero To the Company’s Knowledge, the Company and the Primero Company’s Subsidiaries are and have been each complied in compliance all material respects with and are not each in violation of any, compliance in all materials respects with all applicable Environmental Laws;and Safety Requirements.
(iic) Primero To the Company’s Knowledge, the Company and the Primero Company’s Subsidiaries have operated each obtained and maintained all material Authorizations required pursuant to applicable Environmental and Safety Requirements for each of their respective businesses at all times operations and have generated, received, handled, used, stored, treated, shipped and disposed the occupation of each parcel of the Real Property. Section 3.17(c) of the Seller Disclosure Schedule contains a complete list of all contaminants, wastes, and hazardous and toxic substances without violation of such material Authorizations (“Environmental Laws;Authorizations”).
(iiid) there have been no spillsSince January 1, releases2015, deposits neither the Company nor any of the Company’s Subsidiaries has received any written notice from any Governmental Entity or discharges of pollutants other Person regarding any actual or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisealleged violation of, or any municipal Liabilities or other sewer potential Liabilities arising under, Environmental and Safety Requirements relating to the Company or drain or drinking or water systems, by Primero one of the Company’s Subsidiaries with respect to any parcel of the Real Property or any former properties or facilities of the Primero Company or one of the Company’s Subsidiaries, or from Primero assets or operationsother than for matters that have been remediated in accordance with Environmental and Safety Requirements, which could except as would not reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero Company or any of the Primero Subsidiaries;
(v) neither Primero nor Company’s Subsidiaries incurring material Liabilities under applicable Environmental and Safety Requirements. Without limiting the foregoing, to the Company’s Knowledge, no Hazardous Substances are present at, on or under any parcel of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence Real Property at concentrations in excess of any event which is required to be so reported by any those permitted under applicable Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsSafety Requirements, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it except as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could would not reasonably be expected to result in the Company or any of the Company’s Subsidiaries incurring material Liabilities under applicable Environmental and Safety Requirements.
(e) None of the Company and the Company’s Subsidiaries is subject to any effective, pending or unresolved Action or Order relating to Environmental and Safety Requirements, and no such Action or Order has been, to the Company’s Knowledge, threatened.
(f) To the Company’s Knowledge, none of the Company and the Company’s Subsidiaries has any unresolved Liability related to (i) its compliance or non-compliance with applicable Environmental and Safety Requirements or Authorizations or (ii) any property, including any parcel of the Real Property, contaminated with any Hazardous Substance.
(g) To the Company’s Knowledge, none of the Company and the Company’s Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, released or exposed any Person to any Hazardous Substance, or owned or operated any property or facility so as to give rise to any Liabilities under Environmental and Safety Requirements, including any Liability for investigative or remedial obligations, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, except in each such case where such Liability would not reasonably be expected to result in the Company or any of the Company’s Subsidiaries incurring material Liabilities under applicable Environmental Lawsand Safety Requirements.
(h) No underground storage tanks are located at any parcel of the Real Property.
(i) Except to the extent that such a Release would not and would not reasonably be expected to result in any Liability in excess of $100,000, to the Company’s Knowledge, there has been no Release of any Hazardous Substance at or from any parcel of the Real Property.
Appears in 1 contract
Environmental. Except as disclosed On the Closing Date, no Authorized Officer has any ------------- actual knowledge that any Hazardous Substance has been installed on any real property now owned by the Borrower or any of its Restricted Subsidiaries, except (i) for Hazardous Substances the presence of which is not in violation of Environmental Law in an amount which is not or would not reasonably be expected to cause, liability to the Borrower or any Restricted Subsidiary in the Primero Disclosure Letteraggregate in excess of $5,000,000 or (ii) as set forth on Schedule 4.01(p) ---------------- hereto. On each date after the Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower or to the extent any Restricted Subsidiary has any actual knowledge that any Hazardous Substance has been installed in violation or other matter referred to in this subsection does not, individually or in of law on any real property now owned by the aggregate, have a Material Adverse Effect on Primero Borrower or any of the Primero Subsidiaries:
(iRestricted Subsidiaries except those installations which are not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Closing Date, except as disclosed on Schedule 4.01(p) Primero hereto, to the actual ---------------- knowledge of an Authorized Officer, the Borrower and the Primero Restricted Subsidiaries are not in material violation of or subject to any existing, pending or material threatened formal investigation or formal inquiry by any governmental authority, or subject to any material remedial obligations under any applicable Environmental Laws. On each date after the Closing Date on which this representation is deemed to be made, to the actual knowledge of an Authorized Officer, the Borrower and have been in compliance with and the Restricted Subsidiaries are not in violation of anyor subject to any existing, pending or threatened formal investigation or inquiry by any governmental authority or to any remedial obligations under any applicable Environmental Laws which in each case is, or would reasonably be expected to cause, a Material Adverse Change. To the actual knowledge of an Authorized Officer, the Borrower and the Restricted Subsidiaries are not required to obtain any material permits, Licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures, and equipment forming a part of any real property of the Borrower or any Restricted Subsidiary by reason of any applicable Environmental Laws;
(ii, except those that have been obtained, or which the failure to obtain has not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Closing Date, except as set forth in Schedule 4.01(p) Primero hereto, no Authorized Officer has ---------------- actual knowledge that any Hazardous Substances or solid wastes have been disposed of on the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $5,000,000. As of the Closing Date, except as set forth in Schedule -------- 4.01(p) hereto, no Authorized Officer has actual knowledge that any Hazardous ------- Substances or solid wastes have been released on or to the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $10,000,000. On each date after the Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower and the Primero Restricted Subsidiaries has actual knowledge that any Hazardous Substances or solid wastes have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and been disposed of all contaminants, wastes, and hazardous and toxic substances without violation or otherwise released on or to the real property of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Borrower or any of the Primero Restricted Subsidiaries, in violation of the applicable Environmental Laws, except any such disposal or from Primero assets or operationsrelease which is not, which could and would not reasonably be expected to result in Liability under any Environmental Lawcause, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Change.
Appears in 1 contract
Sources: Credit Agreement (Qwest Communications International Inc)
Environmental. Except as disclosed (a) Continental and each of its Subsidiaries is in the Primero Disclosure Lettercompliance with applicable Environmental Law in all material respects.
(b) In connection with Environmental Activities, there is no notice of infraction, action, suit or proceeding against or in any other manner relating adversely to, or to the extent that any violation knowledge of Continental, pending or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero threatened against Continental or any of the Primero Subsidiaries:
(i) Primero and the Primero its Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any respect of the Primero Subsidiaries, Exploration Rights Areas operated by Continental’s Subsidiaries in any court or from Primero assets before any arbitrator of any kind or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions before or notices have been issued and remain outstanding by any Governmental Entity pursuant to Entity.
(c) All Environmental Permits which are necessary under any applicable Environmental Laws, whether or not have Law for the force of law, relating to the business or assets of Primero or any operation by Continental’s Subsidiaries of the Primero Subsidiaries;
Exploration Rights Areas operated by them (vas such Exploration Rights Areas are operated by Continental’s Subsidiaries as at the date of this Agreement) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero have been duly obtained and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, are not subject to further Environmental Permits or appeal or, to the knowledge of Continental, pending, threatened legal or administrative proceedings, and neither Primero nor there are, to the knowledge of Continental, no proposals to amend, revoke or replace such Environmental Permits.
(d) None of Continental or its Subsidiaries has or is, and, to the knowledge of Continental, no past or present lessee, owner, occupant, or licensee or other Person other than Continental or a Subsidiary of Continental has or is, engaged in any Environmental Activity at, upon, under, over, within or with respect to the Exploration Rights Areas operated by Continental’s Subsidiaries in violation of any applicable Environmental Law which could lead to the imposition of liability on, or a remediation order against, Continental or a Subsidiary of Continental.
(e) No activities or operations of Continental or its Subsidiaries are or have been subject to any judicial, administrative or other proceedings alleging a violation of any applicable Environmental Law.
(f) No activities or operations of Continental or its Subsidiaries in respect of the Primero Exploration Rights Areas operated by Continental’s Subsidiaries has received any notification are the subject of investigation or written notice from any Governmental Entity pursuant requiring material remedial action to respond to a Release of any Contaminant.
(g) Neither Continental nor any of its Subsidiaries has been or is involved in any operations or Environmental Laws that Activity in violation of any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required applicable Environmental Law which activities would lead to be made by it as a condition the imposition of continued compliance with any Environmental Lawsliability on, or any Environmental Approvals issued pursuant theretoa remediation order against, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Continental or any of the Primero its Subsidiaries.
(h) Neither Continental nor any of its Subsidiaries has filed any written notice or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment report of any such Environmental Approvals, or any review by, or approval of, a Release of a Contaminant with any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation respect of the transactions contemplated herein Exploration Rights Areas operated by Continental or the continuation any part thereof.
(i) No order, instruction or direction of the business and operations of Primero any Governmental Entity has been issued which required Continental or any of its Subsidiaries to carry out any material environmental remediation of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability Exploration Rights Areas operated by Continental under any applicable Environmental LawsLaw.
Appears in 1 contract
Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero SubsidiariesXS:
(i) Primero each of XS and each of the Primero XS Subsidiaries are is and have has been in compliance with with, and are is not in violation of anyof, any Environmental Laws;
(ii) Primero and to the Primero knowledge of XS, no facts, events or conditions relating to the operations or property of XS or the XS Subsidiaries have operated their respective businesses at all times and have generatedwill prevent, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of hinder or limit continued compliance with Environmental Laws, or give rise to any Claims against XS or any of the XS Subsidiaries or any remediation obligations or liabilities;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity or other Person pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the operations, business or assets of Primero XS or any of the Primero XS Subsidiaries;
(viv) neither Primero nor any each of XS and each of the Primero XS Subsidiaries has failed to report reported to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(viv) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries XS has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate Purchaser all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health health, and safety matters; and, in the possession of XS or the XS Subsidiaries;
(ixvi) to the knowledge of Primero, none of Primero and XS or any of the Primero XS Subsidiaries are is subject to any past or present fact, condition or circumstance (including any threatened Claim) that could reasonably be expected to result in Liability under any Environmental Laws;
(vii) to the best knowledge of XS, XS and each of the XS Subsidiaries have obtained all Environmental Approvals necessary as at the date hereof for the operation of the business carried on by XS and the XS Subsidiaries, and each Environmental Approval is valid, subsisting and in good standing in all material respects and neither XS nor the XS Subsidiaries is in default or breach of any Environmental Approval in any respect and no proceeding is outstanding or, to the knowledge of XS, has been threatened or is pending to revoke or limit any Environmental Approval;
(viii) neither XS nor any of the XS Subsidiaries have agreed by contract or other agreement to indemnify or be responsible for any liabilities or obligations under Environmental Laws;
(ix) neither XS nor any of the XS Subsidiaries have used, except in material compliance in all respects with all Environmental Laws, any property or facility which it owns, controls, manages, operates or leases or previously owned, controlled, operated, managed or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance and, to the knowledge of XS, there have been no material releases of Hazardous Substances at any property or facility which it owns, controls, manages, operates or leases or previously owned, controlled, operated, managed or leased; and
(x) there are no ongoing, or to the knowledge of XS, planned environmental investigations, remediations or other Hazardous Substance response actions at or relating to, any property or facility which it owns, controls, manages, operates or leases or previously owned, controlled, operated, managed or leased.
Appears in 1 contract
Sources: Arrangement Agreement
Environmental. (a) Except as disclosed in Section 23 of the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero the operation of the businesses of Opta Minerals and the Primero Opta Minerals Subsidiaries, the property and assets owned or used by Opta Minerals and the Opta Minerals Subsidiaries are and the use, maintenance and operation thereof have been and are in compliance with and are not in violation of any, all Environmental Laws;
(ii) Primero each of Opta Minerals and the Primero Opta Minerals Subsidiaries have operated their respective businesses at has complied in all times material respects with all reporting and have generated, received, handled, used, stored, treated, shipped and disposed of monitoring requirements under all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; and
(iii) each of Opta Minerals and the Opta Minerals Subsidiaries has obtained all Environmental Permits necessary to conduct its business and to own, use and operate its properties and assets.
(b) Except as disclosed in 23 of the Disclosure Letter:
(i) neither Opta Minerals nor any Opta Minerals Subsidiary has ever been convicted of an offence for non-compliance with any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction;
(ii) neither Opta Minerals nor any Opta Minerals Subsidiary has received any notice of any non-compliance with any Environmental Laws or Environmental Permits;
(iii) there the operation of the businesses of Opta Minerals and the Opta Minerals Subsidiaries, the property and assets owned or used by Opta Minerals and the Opta Minerals Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Permits; and
(iv) each of Opta Minerals and the Opta Minerals Subsidiaries has, at all times, used, generated, treated, stored, transported, disposed of or otherwise handled its Hazardous Substances in compliance with all Environmental Laws and Environmental Permits.
(c) Neither Opta Minerals nor any Opta Minerals Subsidiary is, and, to the knowledge of Opta Minerals, there is no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero reasonable basis upon which Opta Minerals or any of the Primero SubsidiariesOpta Minerals Subsidiaries could become, responsible for any material clean-up or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability corrective action under any Environmental Laws.
(d) Opta Mineral has provided to the Acquiror true and complete copies of all reports or other documents in its possession or the possession of the Opta Minerals Subsidiaries relating to compliance with Environmental Laws or Environmental Permits.
Appears in 1 contract
Environmental. Each of Allana and the Allana Subsidiaries operates in compliance with all applicable Environmental Laws, except to the extent that a failure to comply, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Allana. Except as disclosed in the Primero Allana Documents or the Allana Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection subparagraph does not, individually or in the aggregate, not have a Material Adverse Effect on Primero Allana or any either of the Primero Allana Subsidiaries:
(i) Primero and neither Allana nor the Primero Allana Subsidiaries are and have been in compliance with and are not is in violation of any, any applicable Environmental Laws;
(ii) Primero each of Allana and the Primero Allana Subsidiaries have operated their respective businesses its business at all times and have generated, has received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances contaminants without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, water or any municipal or other sewer or drain or drinking or water systems, systems by Primero or any of Allana and the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, Allana Subsidiaries that have not been reported, mitigated and remedied in compliance with Environmental Lawsremedied;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero or any of Allana and the Primero Allana Subsidiaries;
(v) neither Primero nor any of Allana and the Primero Allana Subsidiaries has have not failed to report to the proper Governmental Entity the occurrence of any event which that is required to be so reported by any Environmental Laws;Law; and
(vi) Primero Allana and the Primero Allana Subsidiaries hold all Environmental Approvals licenses, permits and approvals required under any Environmental Laws in connection with the operation of their respective businesses its business and the ownership and use including rehabilitation of their respective its assets, all such Environmental Approvals licenses, permits and approvals are in full force and effect, and neither Primero nor any except for notifications and conditions of general application to reclamation obligations under applicable environmental laws Allana and the Primero Allana Subsidiaries has have not received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals license, permit or approval issued pursuant thereto, or that any Environmental Approvals license, permit or approval referred to above are is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 1 contract
Sources: Merger Agreement
Environmental. Except as disclosed The Corporation’s Disclosure Statement sets forth a complete list of all material Environmental Approvals of the Corporation and its Subsidiaries.
(i) All operations of the Corporation and its Subsidiaries have been, and are now, in the Primero Disclosure Lettercompliance with all Environmental Laws, or except to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, such non-compliance would not have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;Effect.
(ii) Primero and All the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with by the operation of Corporation and its Subsidiaries to operate their respective businesses businesses, are valid and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, have been and neither Primero are being complied with and there have been and are no proceedings commenced or threatened to revoke or amend any of the Environmental Approvals, except as would not have a Material Adverse Effect.
(iii) No part of the Corporation Properties or any other of the assets of the Corporation or any of its Subsidiaries has ever been used by the Corporation or any of its Subsidiaries as a landfill or for the disposal of waste and, to the actual knowledge of the Individuals after having made reasonable inquiry with Other Senior Management, no part of the Corporation Properties or any other of the assets of the Corporation or any of its Subsidiaries has been used by any other Person as a landfill or for the disposal of waste.
(iv) To the knowledge of the Corporation, no asbestos or asbestos containing materials are used, stored or otherwise present in or on the Corporation Properties, any current or discontinued products or any other assets of the Corporation or any of its Subsidiaries. To the knowledge of the Corporation no equipment, waste or other material containing polychlorinated biphenyls (PCBs) are used, stored or otherwise present in or on the Corporation Properties or any other assets of the Corporation or any of its Subsidiaries.
(v) Neither the Corporation nor any of the Primero its Subsidiaries has received any notification from liability or remediation obligation, including liability for clean-up of Hazardous Substances contained in soil or surface or ground water or for any Governmental Entity pursuant off-site contamination, that is material to the Corporation and its Subsidiaries, taken as a whole; provided that the foregoing representation and warranty with respect to any Environmental Laws liability or obligation that any workarises from the actions of Persons other than the Corporation and its Affiliates and their respective directors, undertakingofficers, studyemployees, reportcontractors and agents shall only be to the knowledge of the Corporation.
(vi) To the actual knowledge of the Individuals after having made reasonable inquiry with Other Senior Management, assessmentthere are no Hazardous Substance in, repairs, constructions on or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, under the Corporation Properties or any Environmental Approvals issued pursuant thereto, other assets of the Corporation or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;of its Subsidiaries.
(vii) To the knowledge of the Corporation, there are no changes in above ground or underground storage tanks on the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;Corporation Properties.
(viii) Primero and To the Primero Subsidiaries have actual knowledge of the Individuals after having made available to Northgate all material auditsreasonable inquiry with Other Senior Management, assessmentsany Hazardous Substance originating from any neighbouring or adjoining properties which has migrated onto, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; andinto or under or is migrating towards any of the Corporation Properties.
(ix) To the knowledge of the Corporation, there is no Hazardous Substance originating from any of the Corporation Properties or any other assets of the Corporation or any of its Subsidiaries which has migrated onto, or is migrating towards any neighbouring and/or adjoining properties, except as to Hazardous Substances that would not have a Material Adverse Effect.
(A) There is no pending or, to the knowledge of Primerothe Corporation, none threatened proceeding, application, order or directive which relates to the Environment or human health or safety matters, and which may require any material work, repairs, construction or expenditures; and (B) the Corporation has not received any written demand or notice, with respect to the material breach of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsLaws applicable to the Corporation or any of its Subsidiaries, including, without limitation, any regulations respecting the use, storage, treatment, transportation, or disposition of any Hazardous Substance.
Appears in 1 contract
Sources: Support Agreement (Stanley Works)
Environmental. Except insofar as disclosed inaccuracies in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, following statements would not have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
Company: (i) Primero The properties owned or leased by the Company or any Subsidiary and properties formerly owned or leased by the Primero Subsidiaries Company or any Subsidiary for which the Company has contractual liability (the "Company Properties") are and have been in compliance in all material respects with all applicable federal, state and are not in violation of any, Environmental Laws;
local environmental and hazardous waste laws and regulations; (ii) Primero no enforcement actions are pending or threatened against the Company or any Subsidiary and the Primero Subsidiaries have operated their respective businesses at all times and have generated, no notice of potential liability or administrative or judicial proceedings (including notices regarding clean up of off-site third party hazardous waste sites) has been received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
; (iii) there have been no spillsdoes not now exist on the Company Properties, releasesand there has not occurred on, deposits from or discharges of pollutants under the Company Properties, a material disposal or hazardous release of, Hazardous Substances, Hazardous Wastes or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
Contaminants; (iv) the Company Properties contain no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
unregistered underground storage tanks; (v) neither Primero the Company nor any Subsidiary nor any of the Primero Subsidiaries their respective predecessors has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws contingent liability in connection with the operation release of any Hazardous Substances, Hazardous Wastes or Contaminants into the environment; (vi) all broadcast facilities operated by the Company or any Subsidiary are, and at all times prior hereto were, in compliance with all applicable rules and regulations relating to RF radiation produced by a broadcast station; and (vii) neither the Company or any Subsidiary nor any of their respective businesses and predecessors has (A) given any release or waiver of liability that would waive or impair any claim based on Hazardous Substances, Hazardous Wastes or Contaminants to any current or prior tenant or owner of any real property owned or leased at any time by either the ownership and use including rehabilitation Company or any Subsidiary or to any party who may be potentially responsible for the presence of Hazardous Substances, Hazardous Wastes or Contaminants on any such real property; or (B) made any promise of indemnification to any party regarding Hazardous Substances, Hazardous Wastes or Contaminants that may be located on any real property owned or leased at any time by either the Company or any Subsidiary or any of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any predecessors. Section 4.16 of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as Company Disclosure Memorandum contains a condition description of continued compliance with any Environmental Laws, environmental indemnities of which either the Company or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSubsidiary is a beneficiary.
Appears in 1 contract
Sources: Merger Agreement (Citicasters Inc)
Environmental. Except as disclosed in the Primero Disclosure Letter(a) Keep any property owned, leased, or to the extent that operated by any violation Borrower Party or any Subsidiary of a Borrower Party free of any Environmental Liens or post bonds or other matter referred financial assurances (or create reserves in accordance with GAAP) sufficient to satisfy the obligations or liability evidenced by such Environmental Liens and provide to Agents documentation of such bonds and financial assurances which any Agent reasonably requests, (b) comply, and maintain any property owned, leased, or operated by any Borrower Party or any Subsidiary of a Borrower Party in this subsection does notcompliance, individually in all material respects, with all applicable Environmental Laws and Environmental Permits and provide to Agents documentation of such compliance which any Agent reasonably requests, (c) promptly implement any Remedial Actions or other actions required to come into compliance with applicable Environmental Laws and Environmental Permits with respect to any material violation of Environmental Laws or Environmental Permits or any activity involving the material use, presence, production, storage, handling, treatment, release, recycling, disposal or transportation of any Hazardous Material, (d) promptly implement any Remedial Actions or other actions required to come into compliance with applicable Environmental Laws and Environmental Permits as necessary and appropriate to maintain the value and marketability of any property or asset owned, leased, or operated by any Borrower Party or any Subsidiary of a Borrower Party, (e) promptly, but in the aggregateany event within 15 Business Days of occurrence or receipt thereof, have a Material Adverse Effect on Primero or provide Agents with written notice of any of the Primero Subsidiaries:
following and thereafter provide to Agents such documentation related thereto as any Agent may reasonably request: (i) Primero and notice that an Environmental Lien (other than an Environmental Lien resulting in the Primero Subsidiaries are and have need for no more than De Minimis Remedial Action) has been in compliance with and are not in violation filed against or attached to any of anythe real or personal property of any Borrower Party, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed commencement or receipt of all contaminants, wastes, and hazardous and toxic substances without violation of any Environmental Laws;
(iii) there have been no spills, releases, deposits Action or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into notice that an Environmental Action will be commenced against any body of water, whether surface or otherwise, Borrower Party or any municipal or other sewer or drain or drinking or water systems, by Primero or any Subsidiary of the Primero Subsidiaries, or from Primero assets or operations, which a Borrower Party that reasonably could reasonably be expected to result in Liability under Environmental Liabilities and Costs in excess of $200,000 for any individual Environmental Action or $1,000,000 in the aggregate for any group of related Environmental Actions or $3,000,000 in the aggregate for all Environmental Actions, (iii) violation of any applicable Environmental Law or Environmental Permit or release of any Hazardous Materials by any Borrower Party or any Subsidiary of a Borrower Party or at or from any property owned, leased or operated by any Borrower Party or any Subsidiary of a Borrower Party that reasonably could be expected to result in Environmental Liabilities and Costs in excess of $200,000 for any such individual violation or release or $1,000,000 in the aggregate for any group of related violations or releases or $3,000,000 in the aggregate for all violations or releases, and (iv) any actual or threatened cancellation or termination of, or failure to renew, any Environmental LawPermits materially necessary for the operation of the business of any Borrower Party or any Subsidiary of a Borrower Party or financial assurances required by any Borrower Party or any Subsidiary of a Borrower Party under applicable Environmental Laws, and (f) as reasonably requested by any Agent either once per year per property, or, if any Agent has a reasonable basis for concluding that have not been reporteda material violation of Environmental Law or a material release of Hazardous Materials has occurred or if a Default or Event of Default has occurred, mitigated and remedied in as often as directed by any Agent to verify compliance with Environmental Laws;
(iv) Laws and the requirements hereunder related to environmental matters, at the sole cost of Borrowers, cause the performance of environmental audits, including subsurface sampling of soil and groundwater and the preparation of environmental reports by environmental consulting firms reasonably acceptable to Agents, and, so long as no ordersDefault or Event of Default has occurred and is continuing, notificationsprovide Agents and their representatives with access to any records and properties owned, directivesleased, demands, claims, instructions, directions or notices have been issued and remain outstanding operated by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero Borrower Party or any Subsidiary of a Borrower Party for the Primero Subsidiaries;
(v) neither Primero nor purpose of conducting such environmental audits at the sole cost of Borrowers; provided, that no Agent shall have any of obligation whatsoever to conduct any such verification and that Agents shall comply with Applicable Law and the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence applicable safety and security procedures of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, Borrower Party or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions Subsidiary of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any a Borrower Party where such Environmental Approvals, or any review by, or approval of, any Governmental Entity Agent has been provided notice and a copy of such Environmental Approvals that are required in connection procedures and such Agent shall use reasonable efforts to limit any interference with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero any Borrower Party or any Subsidiary of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsa Borrower Party.
Appears in 1 contract
Sources: Loan Agreement (Foster Wheeler LTD)
Environmental. Except as disclosed (i) Each of Yamana and the Yamana Material Subsidiaries has carried on its operations in the Primero Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:
(i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;Yamana.
(ii) Primero (A) To Yamana’s knowledge, the Yamana Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could extent that such non-compliance would not reasonably be expected to result have a Material Adverse Effect on Corporation; (B) none of Yamana or the Yamana Material Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Yamana Property, except in Liability under any Environmental Lawcompliance, that have not been reportedindividually or in the aggregate, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any all Environmental Laws, whether except where the failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Yamana; (C) all Hazardous Substances handled, recycled, disposed of, treated or not stored on or off site of the Yamana Properties have the force of lawbeen handled, relating recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required extent that a failure to be so reported by any Environmental Laws;
in such compliance would not be reasonably likely to have a Material Adverse Effect on Yamana; and (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ixD) to the knowledge of PrimeroYamana, none of Primero there are no Hazardous Substances at, in, on, under or migrating from any Yamana Property, except in material compliance with all Environmental Laws and except to the Primero Subsidiaries are subject extent that any failures to any past or present fact, condition or circumstance that could be in compliance would not reasonably be expected to have a Material Adverse Effect on Yamana.
(iii) To the knowledge of Yamana, none of Yamana or the Yamana Material Subsidiaries has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (B) proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against Yamana or a Yamana Material Subsidiary. To the knowledge of Yamana, no site or facility now or previously owned, operated or leased by Yamana or a Yamana Material Subsidiary is listed or, to the knowledge of Yamana, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.
(iv) Except to the extent that would not reasonably be expected to have a Material Adverse Effect on Yamana, none of Yamana or the Yamana Material Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any of the Yamana Properties in such a manner as: (A) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Yamana; or (B) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation of any of the Yamana Properties or the assets of Yamana or a Yamana Material Subsidiary.
(v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Yamana, none of Yamana or the Yamana Material Subsidiaries has received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.
Appears in 1 contract
Environmental. Except as disclosed set forth in Section 7.17 of the Gannet Newspapers Disclosure Schedule:
(a) The Gannett Assets and the Gannett Newspapers are in compliance with all applicable Environmental Laws and Environmental Permits and all issues raised in each notice, citation, inquiry or complaint which MWSB or Sun has received in the Primero Disclosure Letterpast three years alleging any violation of or liability or potential liability under any applicable Environmental Law or Environmental Permit pertaining to the Gannett Assets and/or the Gannett Newspapers have been corrected or otherwise addressed to the satisfaction of regulatory authorities acting pursuant to Environmental Laws. MWSB and/or Sun possesses all Environmental Permits which are required for the operation of the Gannett Newspapers as currently conducted, and are in compliance with the provisions of all such Environmental Permits.
(b) There has not been any storage, treatment, generation, transportation or Release of any Hazardous Materials by MWSB or Sun at or from the Gannett Real Estate or, to the knowledge of MWSB or Sun at any Facility to which MWSB or Sun sent Hazardous Materials relating to the Gannett Newspapers, in a quantity reportable under, or in violation of, or which may give rise to any obligation or the extent that incurrence of any violation damages under, any applicable Environmental Laws.
(c) All Containers which have been heretofore removed from the Gannett Real Estate or such other matter referred 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 in this subsection does notany property or facility owned, individually operated, leased, managed, controlled or in the aggregate, have a Material Adverse Effect on Primero used by MWSB or Sun with respect to any of the Primero SubsidiariesGannett Newspapers.
(e) No Gannett Real Estate or Facility relating to any of the Gannett 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 Liability Information System list, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), or on any state or local list of sites requiring removal, remedial response or corrective action pursuant to any environmental law.
(f) Without in any way limiting the generality of the foregoing:
(i) Primero and 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 MWSB or Sun with respect to any of the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental LawsGannett Newspapers or located on the Gannett Real Estate;
(ii) Primero and no polychlorinated biphenyls are used or stored on the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;Gannett Estate; and,
(iii) there are no locations included within the Gannett Real Estate at which any Hazardous Material generated, used, owned or controlled by MWSB or Sun or its agents or affiliates have been no spills, releases, deposits disposed of or discharges of pollutants or hazardous or toxic substances, contaminants or wastes Released into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
(v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;
(viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsEnvironment.
Appears in 1 contract
Sources: Contribution Agreement (Garden State Newspapers Inc)
Environmental. Except as disclosed in the Primero KML Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Letter (i) none of KML or any of its Subsidiaries is in violation of any Environmental Laws in any material respect; (ii) each of KML and its Subsidiaries (or, to the Primero Subsidiaries:
(iknowledge of KML, the operator of any KML JV that is not operated by a Subsidiary of KML) Primero has all material permits, authorizations and approvals required under any applicable Environmental Laws to operate the Primero Subsidiaries are Purchased Business as presently conducted or for the ownership and have been use of the assets forming part of the Purchased Business in compliance with all applicable Laws and are not in violation of any, Environmental Laws;
(ii) Primero and the Primero Subsidiaries have operated material compliance with their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
requirements; (iii) there have been no not occurred any material spills, releasesemissions or pollution on any property of KML or its Subsidiaries as a result of their operations, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero nor has KML or any of the Primero its Subsidiaries been subject to any stop orders, control orders, clean-up orders or reclamation orders under applicable Environmental Laws that would be material to KML and its Subsidiaries, taken as a whole; (iv) to KML’s knowledge, there are no pending administrative, regulatory or from Primero assets judicial actions, suits, demands, demand letters, claims, Encumbrances, orders, directions, notices of non-compliance or operationsviolation, investigation or proceedings relating to any Environmental Law against KML or any of its Subsidiaries that would be material to KML and its Subsidiaries, taken as a whole, and KML has reasonably concluded that there are no facts or circumstances which could would reasonably be expected to result in Liability under form the basis for any Environmental Lawsuch administrative, that have not been reportedregulatory or judicial actions, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directivessuits, demands, demand letters, claims, instructionsEncumbrances, directions orders, directions, notices of non-compliance or notices have been issued violation, investigation or proceedings, that would be material to KML and remain outstanding by any Governmental Entity pursuant to any Environmental Lawsits Subsidiaries, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;
taken as a whole; and (v) neither Primero nor KML has reasonably concluded that there are no costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions properties or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretopermit, license or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval ofapproval, any Governmental Entity of such Environmental Approvals that are required in connection related constraints on operating activities and any potential liabilities to third parties) associated with the execution or delivery effect of this AgreementEnvironmental Laws on various business, the consummation operations and properties of the transactions contemplated herein or the continuation of the business KML and operations of Primero or any of the Primero its Subsidiaries following the Effective Date;
(viii) Primero that would be material to KML and the Primero Subsidiaries have made available to Northgate all material auditsits Subsidiaries, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawstaken as a whole.
Appears in 1 contract