Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law. (b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws. (d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Merger Agreement (COV Delaware Corp), Merger Agreement (Ev3 Inc.), Merger Agreement (Covidien PLC)
Environmental. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(a) Neither the Company and each Company Subsidiary are and since January 1, 2020 have been in compliance with all applicable Environmental Laws, including possessing and complying with all Company Permits required for their operations in accordance with Environmental Laws, which includes compliance with all Environmental Laws governing the registration or authorization of the use of Hazardous Materials in products;
(b) (i) no Proceeding against the Company or any Company Subsidiary relating to any Environmental Law is pending or threatened in writing, (ii) neither the Company nor any of its Subsidiaries (i) Company Subsidiary has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries a written request for information from any Person, including any Governmental Entity or third party that remains outstanding Authority, alleging that the Company or any Company Subsidiary has been or is in actual or potential violation of its Subsidiaries any Environmental Law or otherwise may have liability under any Environmental Law, the subject of which notice or request is not unresolved and (iii) neither the Company nor any Company Subsidiary is a party or subject to any ongoing obligations pursuant to any Order or agreement resolving any alleged violation of or liability under any Environmental Law;
(c) no Hazardous Materials have been released by the Company or any Company Subsidiary, or, to the Knowledge of the Company, by any third party at, on, under or from any real property currently or formerly owned, leased or operated by the Company or any Company Subsidiary in compliance a manner or to a degree that has resulted in or is reasonably likely to result in an obligation for the Company or any Company Subsidiary to report, investigate, remediate or otherwise respond to such releases in accordance with Environmental Law or that otherwise has resulted in or is reasonably likely to result in liability to the Company or any Company Subsidiary under any Environmental Law;
(d) neither the Company nor any Company Subsidiary has entered into any written agreement or to the Knowledge of the Company incurred any legal obligation that may require it to pay to, reimburse, or indemnify any other Person from or against liabilities or costs in connection with any Laws governing pollution Environmental Law, or relating to the protection of human health generation, use, storage, disposal or the environment, exposure to Hazardous Materials; and
(iie) has caused no capital improvements currently are required or planned to be undertaken at any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated Company Subsidiary owned or leased any premises that is listed, properties for the purpose of achieving or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to maintaining compliance with Environmental Laws or Company Permits issued pursuant to Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Merger Agreement (Seagen Inc.), Merger Agreement (Pfizer Inc), Acquisition Agreement
Environmental. Except as would not have a Company Material Adverse Effect:
(a) Neither the Company and its Subsidiaries are, and since July 21, 2021, have been, in compliance with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws;
(b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries;
(c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business ofnotice, demand, letter, or properties owned or leased by, the Company or any of its Subsidiaries claim from any Person, including any Governmental Entity or third party that remains outstanding Authority, alleging that the Company or any of its Subsidiaries has been or is not in compliance with violation or potentially in violation of any Laws governing pollution applicable Environmental Law or the protection of human health or the environment, otherwise may be liable under any applicable Environmental Law;
(iid) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of neither the Company or nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which release remains unresolvedthe primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law;
(iiie) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Knowledge of the Company’s knowledge, proposed for listingwith respect to the Leased Real Property, there have been no Releases on the National Priorities List or the Comprehensive underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Law or result in liability pursuant to applicable Environmental Response, Compensation and Liability Act Law with respect to remediation conducted by other Persons;
(“CERCLA”), or on any comparable state governmental lists, or (ivf) has received written notification of, and neither the Company has no knowledge of, nor any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required been identified by Environmental Law necessary to enable them to conduct their respective businesses any Governmental Authority as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension potentially responsible party under CERCLA or any adverse modification of similar state or foreign Law at any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.site; and
(cg) The the Company previously has made available to Parent prior to the date of this Agreement true, correct and complete copies of all any environmental site reports, studies, assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities environmental information prepared since July 21, 2021 in the Company’s its possession relating to compliance with Environmental Lawsthe Company or its Subsidiaries and its current or former properties or operations.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Merger Agreement (Matterport, Inc./De), Merger Agreement (Costar Group, Inc.), Merger Agreement (Matterport, Inc./De)
Environmental. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(a) Neither the Company and its Subsidiaries are and, except for matters which have been resolved, have been in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations under applicable Environmental Laws;
(b) as of the date of this Agreement, there is no pending or, to the Knowledge of the Company, threatened Proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries. As of the date of this Agreement, neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries a request for information from any Person, including any Governmental Entity or third party that remains outstanding Authority, alleging that the Company or any of its Subsidiaries has been or is not in compliance with actual or potential violation of any Laws governing pollution applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved. Neither the protection Company nor any of human health its Subsidiaries is a party or the environmentsubject to any Order pursuant to Environmental Law;
(c) there have been no Releases of Hazardous Materials on or underneath any location that has resulted, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined or is reasonably likely to result in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of an obligation by the Company or any of its Subsidiaries which release remains unresolvedto remediate such Releases pursuant to applicable Environmental Law or otherwise result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and
(d) the Company has delivered or otherwise made available for inspection to the Parent copies of any material reports, investigations, audits, assessments (iiiincluding Phase I or II environmental site assessments), studies or other material documents in the possession of or reasonably available to the Company or any of its Subsidiaries pertaining to: (i) any unresolved claims arising under or related to any Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of by the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, its Subsidiaries; or (2iii) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to its Subsidiaries’ compliance with applicable Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Merger Agreement (Welbilt, Inc.), Merger Agreement (Middleby Corp), Merger Agreement (Welbilt, Inc.)
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to Except as set forth on Schedule 3.01(p)(i) of the business of, or properties owned or leased byDisclosure Schedules, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and Acquired Companies are in compliance with such permitsall Environmental Laws, except where to the failure to obtain or comply with extent that any such Permit non-compliance would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. All There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land.
(ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied).
(iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such permits Permits have been obtained in a timely manner and are presently maintained in full force and effect andin the name of an Acquired Company.
(iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Company’s knowledgeKnowledge of Seller, there are has been no pending Release of Hazardous Substances at or threatened claims from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that seek would be reasonably expected to trigger any obligation of Seller or the revocationAcquired Companies under Environmental Laws to report, cancellationinvestigate, suspension remove or any adverse modification remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse EffectProject.
(cv) The Company previously Seller has made available to Parent copies Purchaser all material environmental reports, assessments and documents that are in the possession of all environmental site assessments prepared by any person, Seller or the Acquired Companies and permits required that relate to actual or potential material Liabilities under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining respect to the protection of human health, safety Projects or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Land.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 3 contracts
Sources: Membership Interest Purchase Agreement (Clearway Energy LLC), Membership Interest Purchase Agreement (Clearway Energy LLC), Membership Interest Purchase Agreement (Clearway Energy, Inc.)
Environmental. (a) Neither Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company nor and its Subsidiaries, taken as a whole:
(i) the Company and its Subsidiaries are and, since December 31, 2014, have been in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations under applicable Environmental Laws;
(ii) there is no Proceeding or Order pending or, to the Knowledge of the Company, threatened pursuant to or relating to any Environmental Law against the Company or any of its Subsidiaries Subsidiaries;
(iiii) has received any written notice with respect to the business of, or properties owned or leased by, none of the Company or any of its Subsidiaries from any Governmental Entity has received notice or third party that remains outstanding a request for information alleging that the Company or any of its Subsidiaries or any of their respective predecessors has been or is in actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved;
(iv) there have been no Releases of Hazardous Materials on or underneath any location that have resulted in or are reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law; and
(v) neither the Company nor any of its Subsidiaries has (A) entered into any agreement, the intent and express provisions of which require the Company or any Subsidiary to indemnify, reimburse, defend or hold harmless any other Person from and against any liabilities arising pursuant to Environmental Law or (B) retained or assumed, contractually or by operation of law, liabilities pursuant to Environmental Law of any other Person, provided, in either case, that such representation does not include such terms and conditions included in compliance with any Laws governing pollution credit agreements or the protection of human health similar financings, any real estate leases or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined other agreements entered into in the Comprehensive Environmental Responseordinary course of business.
(b) The Company has delivered or otherwise made available for inspection to Parent copies of any reports, Compensationinvestigations, and Liability Actaudits, 42 U.S.C. § 9601 et seq.assessments (including Phase I or II environmental site assessments), studies or other material documents in excess of a reportable quantity on any property that is used for the business possession of the Company or any of its Subsidiaries which release remains unresolvedpertaining to: (i) any unresolved claims arising under or related to any Environmental Law, including any Orders or Proceedings arising pursuant to Environmental Law; (iiiii) any Hazardous Materials in, on, beneath or adjacent to any property currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of by the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, its Subsidiaries; or (2iii) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to its Subsidiaries’ compliance with applicable Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Exact Sciences Corp), Merger Agreement (Genomic Health Inc)
Environmental. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent:
(a) Neither Parent and its Subsidiaries are and, since January 1, 2021, have been in compliance with all applicable Environmental Laws, including possessing and complying with the Company nor terms of all Parent Permits required for their operations under applicable Environmental Laws;
(b) as of the date of this Agreement, there is no Proceeding or Order pending or, to the Knowledge of Parent, threatened pursuant to or relating to any Environmental Law against Parent or any of its Subsidiaries Subsidiaries;
(ic) has received any written notice with respect to as of the business ofdate of this Agreement, or properties owned or leased by, the Company none of Parent or any of its Subsidiaries from any Governmental Entity has received notice or third party that remains outstanding a request for information alleging that the Company Parent or any of its Subsidiaries or any of their respective predecessors has been or is not in compliance with actual or potential violation of any Laws governing pollution applicable Environmental Law or the protection otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved;
(d) there have been no Releases of human health Hazardous Materials on or the environment, (ii) has caused underneath any “release” of a “hazardous substance” (as those terms location that have resulted in or are defined reasonably likely to result in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company an obligation by Parent or any of its Subsidiaries which release remains unresolvedto remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to Parent or any of its Subsidiaries pursuant to applicable Environmental Law;
(e) any asbestos, (iii) asbestos-containing material or presumed asbestos-containing material that is on or part of any real property, plant, building or facility currently ownsowned, operates leased or leases operated primarily by Parent or has any of its present or past Subsidiaries or any of their respective predecessors is and, with respect to any real property, plant, building or facility formerly owned, leased or operated by Parent or leased any premises that is listedof its present or past Subsidiaries or any of their respective predecessors, was during the time of such ownership, lease or operation, managed according to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensationcurrent legal standards governing such material, and Liability Information System, both as maintained under the Federal Comprehensive its presence or condition does not violate any Environmental Response, Compensation and Liability Act Law; and
(“CERCLA”), or on any comparable state governmental lists, or (ivf) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability none of the Company products manufactured, distributed or sold by Parent or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its present or past Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct or any of their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain predecessors contained asbestos or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectasbestos-containing material.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (AZEK Co Inc.), Merger Agreement (James Hardie Industries PLC)
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to Except as set forth on Schedule 3.01(p)(i) of the business of, or properties owned or leased byDisclosure Schedules, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and Acquired Companies are in compliance with such permitsall Environmental Laws, except where to the failure to obtain or comply with extent that any such Permit non-compliance would not, individually, or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. All There is no material violation of any Environmental Law or other material Liability arising under any Environmental Law with respect to the Projects or the Land.
(ii) There are no Actions or Proceedings pending or, to the Knowledge of Seller, threatened as of the Execution Date against Seller (solely in respect of the Projects or the Acquired Companies), or the Acquired Companies, relating to any material violation of Environmental Law. None of Seller or any Acquired Company has received written notice from any Governmental Authority of any material violation of any Environmental Law in respect of the Projects or the Acquired Companies (other than those violations that have been resolved or remedied).
(iii) Schedule 3.01(p)(iii) of the Disclosure Schedules sets forth, as of the Execution Date, all material Permits required pursuant to any Environmental Law to be acquired or held by or for the benefit of Seller or Acquired Companies for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted. Except as set forth in Schedule 3.01(p)(iii) of the Disclosure Schedules, such permits Permits have been obtained in a timely manner and are presently maintained in full force and effect andin the name of an Acquired Company.
(iv) Except as set forth on Schedule 3.01(p)(iv) of the Disclosure Schedules, to the Company’s knowledgeKnowledge of Seller, there are has been no pending Release of Hazardous Substances at or threatened claims from the Projects in violation of Environmental Laws or Permits required by or issued pursuant to any Environmental Law for the development, construction, ownership, use or operation of the Land or the business of the Acquired Companies as currently conducted that seek would be reasonably expected to trigger any obligation of Seller or the revocationAcquired Companies under Environmental Laws to report, cancellationinvestigate, suspension remove or any adverse modification remediate such Release, or that would be reasonably expected to result in a material liability or interfere materially with the development, construction, ownership or operations of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse EffectProject.
(cv) The Company previously Seller has made available to Parent copies Purchaser all material environmental reports, assessments and documents that are in the possession of all environmental site assessments prepared by any person, Seller or the Acquired Companies and permits required that relate to actual or potential material Liabilities under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining respect to the protection of human health, safety Projects or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Land.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Clearway Energy LLC), Membership Interest Purchase Agreement (Clearway Energy, Inc.)
Environmental. (a) Neither To the Company nor any knowledge of its Subsidiaries (i) has received any written notice with respect to the business ofSeller, or properties owned or leased by, each of the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not and has been in compliance with any Laws governing pollution or the protection of human health or the environmentall applicable Environmental Laws, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or except to the Company’s knowledge, proposed for listing, extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Lawapplicable Subsidiary.
(b) The Company and each Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws. None of its the Subsidiaries or any other person in control of any Property has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Property, except in compliance with such permitsall Environmental Laws, except where to the extent that a failure to obtain or comply with any be in such Permit compliance would not, individually, or in the aggregate, not be reasonably be expected likely to have a Company Material Adverse Effect. All such permits are Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Properties by a Subsidiary or any other person for whose actions a Subsidiary may be partially or wholly liable have been handled, recycled, disposed of, treated and stored in full force and effect and, compliance with all Environmental Laws except to the Company’s knowledgeextent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect. To the knowledge of the Seller, there are no pending Hazardous Substances at, in, on, under or threatened claims that seek migrating from the revocation, cancellation, suspension or any adverse modification of any such permitsProperty, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterial compliance with all Environmental Laws.
(c) The Company previously To the knowledge of the Seller, none of the Subsidiaries or any other person for whose actions a Subsidiary may be partially or wholly liable has made available caused or permitted the Release of any Hazardous Substances on or to Parent copies any of all environmental site assessments prepared by the Properties in such a manner as: (i) would be reasonably likely to impose liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such liability would not have a Material Adverse Effect; or (ii) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation on any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in of the Company’s possession relating to compliance with Environmental LawsProperties or the assets of any of the Subsidiaries.
(d) For purposes None of this Agreementthe Subsidiaries has received any notice, “formal or informal, of any proceeding, action or other claim, liability or potential liability arising under any Environmental Laws” means , from any applicable Federalperson related to any of the Properties which is pending as of the date hereof, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining except to the protection of human health, safety or extent the environment, including without limitation, same would not have a Material Adverse Effect on the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Subsidiaries.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Share Purchase Agreement (Yamana Gold Inc), Share Purchase Agreement (Yamana Gold Inc)
Environmental. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) Neither no written notice, claim, demand, request for information, Order, complaint or penalty has been received by the Company nor or any of its Subsidiaries (i) has received any written notice with respect Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the business ofKnowledge of the Company, threatened which allege a violation of or properties owned liability under any Environmental Laws, in each case relating to the Company or any of its Subsidiaries, (b) the Company and each of its Subsidiaries has all environmental permits, licenses and other approvals, and has maintained all financial assurances, necessary for its operations to comply with all applicable Environmental Laws and is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such permits, licenses and other approvals and with all other applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material is located at, on or under any property currently owned, operated or leased by, by the Company or any of its Subsidiaries from that would reasonably be expected to give rise to any Governmental Entity cost, liability or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business obligation of the Company or any of its Subsidiaries which release remains unresolvedunder any Environmental Laws, (iiid) currently ownsno Hazardous Material has been generated, operates or leases or has formerly owned, operated treated, stored, handled or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and controlled by the Company has no knowledge ofor any of its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, any potential responsibility liability or liability obligation of the Company or any Subsidiary pursuant to of its Subsidiaries under any Environmental Laws, and (e) there are no agreements in which the provisions of (1) CERCLA, Company or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other Person arising under or relating to Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are Laws, which in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously case has not been made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining Commitment Parties prior to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇date hereof.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Backstop Commitment Agreement (Penn Virginia Corp), Backstop Commitment Agreement
Environmental. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) Neither the Company nor no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of its Subsidiaries the Debtors or their Subsidiaries, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws (i) has received any written notice including with respect to the business ofexposure to Hazardous Materials), or properties owned or leased by, the Company or in each case relating to any of the Debtors or their Subsidiaries, (b) each Debtor and each of their respective Subsidiaries has received (including timely application for renewal of the same), and maintained in full force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the extent necessary for its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not operations to comply with all applicable Environmental Laws and is, and since January 1, 2017, has been, in compliance with any Laws governing pollution or the protection terms of human health or the environmentsuch permits, licenses and other approvals and with all applicable Environmental Laws, (iic) has caused any “release” to the Knowledge of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental ResponseCompany, Compensationno Hazardous Material is located at, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on or under any property that is used for the business of the Company currently or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased by any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company Debtors or any Subsidiary pursuant to the provisions of (1) CERCLA, their Subsidiaries that has given rise or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andgive rise to any cost, liability or obligation of any of the Debtors under any Environmental Laws, (d) to the Knowledge of the Company’s knowledge, there are no pending Hazardous Material has been Released, generated, owned, treated, stored, transported or threatened claims handled by any of the Debtors or their Subsidiaries, and none of the Debtors or their Subsidiaries has arranged for or permitted the disposal of Hazardous Material at any location in a manner that seek the revocation, cancellation, suspension has given rise or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available give rise to Parent copies any cost, liability or obligation of all environmental site assessments prepared by any personof the Debtors or their Subsidiaries under any Environmental Laws, and permits required (e) no agreements in which any of the Debtors or their Subsidiaries has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws that remains unresolved. Notwithstanding the generality of any other representations and all other material correspondence warranties in this Agreement, the representations and warranties in this Section 4.19 constitute the sole and exclusive representations and warranties in this Agreement with Governmental Entities in the Company’s possession respect to any environmental, health or safety matters, including any arising under or relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Backstop Commitment Agreement (Weatherford International PLC), Backstop Commitment Agreement (WUS Holding, L.L.C.)
Environmental. (a) Neither the Company nor Except for any of its Subsidiaries (i) has received any written notice with respect to the business ofmatters that, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, would not have or would not reasonably be expected to have a Company Bullion Material Adverse Effect. All such permits :
(i) all facilities and operations of Bullion and its Subsidiaries have been conducted, and are now (and the facilities and operations of Old Bullion were), in compliance with all Environmental Laws;
(ii) Bullion and its Subsidiaries are in full force possession of, and effect in compliance with, all Environmental Permits that are required to own, lease and operate the Bullion Property and Bullion Mineral Rights and to conduct their respective business as they are now being conducted;
(iii) no environmental, reclamation or closure obligation, demand, notice, work order or other Liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Bullion, its Subsidiaries or Old Bullion and, to the Company’s knowledgeknowledge of Bullion, there is no basis for any such obligations, demands, notices, work orders or Liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business;
(iv) neither Bullion nor any of its Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures;
(v) to the knowledge of Bullion, there are no pending changes in the status, terms or threatened claims that seek the conditions of any Environmental Permits held by Bullion or any of its Subsidiaries or any renewal, modification, revocation, cancellationreassurance, suspension alteration, transfer or any adverse modification amendment of any such environmental approvals, consents, waivers, permits, except where orders and exemptions, or any review by, or approval of, any Governmental Authorities of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the failure execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of Bullion or any of its Subsidiaries following the Closing Date;
(vi) Bullion and its Subsidiaries have made available to have Eurasian all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and
(vii) to the knowledge of Bullion, none of Bullion, its Subsidiaries or Old Bullion are subject to any such Permit past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws that would not, individually, individually or in the aggregate, reasonably be expected to have constitute a Company Bullion Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Eurasian Minerals Inc), Merger Agreement (Bullion Monarch Mining, Inc. (NEW))
Environmental. (a) Except for such matters that have not resulted, and would not reasonably be expected to result, in any liability that is material to the Company and its Subsidiaries, taken as a whole, or otherwise require disclosure under the Securities Act:
(i) The Company and its Subsidiaries are in compliance with all applicable Environmental Laws, which compliance includes the possession by the Company and its Subsidiaries of Permits required or necessary for their operations under Environmental Laws, and compliance with the terms and conditions thereof, and neither the Company nor any of its Subsidiaries has received any written (or, if oral, reasonably likely to result in a formal notice or proceeding) notice or communication alleging that any of them are not in such compliance, and, to the Knowledge of the Company, there are no circumstances reasonably likely to prevent or interfere with such compliance in the future;
(ii) There is no Environmental Claim pending or threatened against or affecting the Company or any Subsidiary that would reasonably be expected to result in liability to the Company or any of its Subsidiaries;
(iii) There are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the Cleanup of any Hazardous Materials that could reasonably be expected to (A) form the basis of any Environmental Claim against the Company or any of its Subsidiaries, or (B) otherwise result in any costs or liability to the Company or any of its Subsidiaries, or against any other Person for or to whom the Company or any of its Subsidiaries are responsible, under Environmental Law; and
(iv) Neither the Company nor any of its Subsidiaries (i) has received assumed or retained, by Contract or operation of law, any written notice with respect obligation under any Environmental Law or concerning any Hazardous Materials that could reasonably be expected to the business of, or properties owned or leased by, result in liability to the Company or any of its Subsidiaries.
(b) Neither the Company nor any of its Subsidiaries is required by any Environmental Law or by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the effectiveness of any transactions contemplated hereby, (i) to perform a site assessment for Hazardous Materials, (ii) to remove or remediate any Hazardous Materials, (iii) to give notice to or receive approval from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental listsother Person, or (iv) has received written notification of, and the Company has no knowledge of, to record or deliver to any potential responsibility Person any disclosure document or liability of the Company or any Subsidiary pursuant statement pertaining to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectenvironmental matters.
(c) The Company previously has made available to Parent copies any and all written (including electronic) communications with or documentation from any Person regarding any alleged violation of all environmental site assessments prepared by any personEnvironmental Laws, and permits required under Environmental Laws all assessments, reports, data, results of investigations or audits, and all other material correspondence with Governmental Entities information that is in the Company’s possession of or reasonably available to the Company or its Subsidiaries regarding environmental matters relating to the Company or any of its Subsidiaries, or the compliance (or noncompliance) by the Company and its Subsidiaries with any Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Lawsexcept, in each case as amended and in effect in the jurisdiction in which the applicable site case, those documents or premises are located, pertaining communications that would not reasonably be considered material or currently relevant to the protection Company or any of human healthits Subsidiaries, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇any of their operations.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Qlogic Corp), Merger Agreement (Cavium, Inc.)
Environmental. (a) Neither Except as would not be reasonably likely to result in material liability to the Company, the Company nor any of its Subsidiaries has not (i) has received operated any written notice with respect to the business of, or properties owned or leased by, underground storage tanks at any property that the Company has at any time owned, operated, occupied or leased; or (ii) released any of its Subsidiaries from substance that has been designated by any Governmental Entity or third party that remains outstanding alleging that the Company by applicable Law to be radioactive, toxic, hazardous or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human otherwise a danger to health or the environment, (ii) has caused any “release” of a “including PCBs, asbestos, petroleum, urea-formaldehyde and all substances listed as hazardous substance” (as those terms are defined in substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability ActAct of 1980, 42 U.S.C. § 9601 et seqas amended, or defined as a hazardous waste pursuant to the federal Resource Conservation and Recovery Act of 1976, as amended, and the regulations promulgated pursuant to said Laws (a “Hazardous Material”). Except as would not be reasonably likely to result in material liability to the Company, no Hazardous Materials are present, as a result of the actions of the Company or, to the Company’s Knowledge, as a result of any actions of any third party or otherwise, in, on or under any property, including the land and the improvements, ground water and surface water thereof, that the Company has at any time owned, operated, occupied or leased.
(i) Except as would not be reasonably likely to result in material liability to the Company, the Company has not transported, stored, used, manufactured, disposed of, released or exposed its employees or others to Hazardous Materials in violation of any Law nor (ii) has the Company or any of such subsidiaries disposed of, transported, sold, or manufactured any product containing a Hazardous Material (any or all of the foregoing being collectively referred to as “Hazardous Materials Activities”), in excess violation of a reportable quantity on any property that is used Law promulgated to prohibit, regulate or control Hazardous Materials or any Hazardous Materials Activity.
(c) Except as would not be reasonably likely to result in material liability to the Company, the Company has not, the Company currently holds all Licenses necessary for the conduct of their respective Hazardous Material Activities, if any, and other business as such activities and business are currently being conducted.
(d) No Action is pending or, to the Knowledge of the Company, threatened, concerning any Hazardous Material or any Hazardous Materials Activity of the Company or any Licenses relating thereto. The Company is not aware of its Subsidiaries any fact or circumstance which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and could involve the Company in any material environmental litigation or impose upon the Company any material environmental liability.
(e) The Company has no knowledge of, not received any potential responsibility or liability notice (i) alleging any of the items in Sections 6.244(a) through (d) above.
(f) The Company is not subject to any orders, decrees or injunctions by any Subsidiary pursuant Governmental Entity or is subject to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other indemnity agreement with any third party addressing liability under any Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Actelion US Holding CO), Agreement and Plan of Merger (Cotherix Inc)
Environmental. (a) Neither the Company nor any of its Subsidiaries Except as described in SCHEDULE I:
(i) the Business is and has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification ofbeen, and the Company has no knowledge ofassociated Assets are, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance in all material respects with such permitsEnvironmental Laws, except where the failure to obtain or comply with any such Permit be in compliance would notnot result in a Material Adverse Change;
(ii) the Corporation and the Subsidiaries have obtained all permits, individuallylicences and authorizations required under Environmental Laws for the operation of the Business, or in any part thereof, (the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits“Environmental Permits”), except where the failure to have possess any such Environmental Permit would not, individually, or in the aggregate, not reasonably be expected to have result in a Company Material Adverse Effect.Change. All of such Environmental Permits are described in SCHEDULE H. Each such Environmental Permit is valid and subsisting, and none of the Corporation or the Subsidiaries is in default or breach, in any material respect, of any of such Environmental Permits and no proceeding is pending or, to the Knowledge of the Sellers, Threatened to revoke, amend or limit any Environmental Permit. Subject to receipt of Required Consents, none of the Environmental Permits will become void, or be in default, as a result of this Agreement or the completion of the transactions contemplated in this Agreement;
(ciii) The Company previously none of the Corporation or the Subsidiaries has received written notice of, nor been prosecuted for, an offence alleging violation of, or non-compliance with, any Environmental Laws. To the Knowledge of the Sellers, there are no facts that could give rise to a notice of non-compliance with any Environmental Law which would result in a Material Adverse Change. None of the Corporation or the Subsidiaries has received written notice of or have knowledge, to the Knowledge of the Sellers, of a threatened order of a Government Authority relating to Environmental Laws requiring any work, repairs, construction or capital expenditures to be made available with respect to Parent the Business or Assets;
(iv) none of the Corporation or the Subsidiaries has received written notice or have knowledge, to the Knowledge of the Sellers, of a threatened proceeding by a Governmental Authority, or a lawsuit, making a demand for damages or alleging other potential liability with respect to violations of Environmental Laws;
(v) none of the Corporation or the Subsidiaries has used the Assets to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance except in compliance with Environmental Laws in all material respects;
(vi) none of the Corporation or the Subsidiaries has caused or permitted the release of any Hazardous Substance in, under or on its Real Property except in compliance with Environmental Laws in all material respects;
(vii) the Corporation and the Subsidiaries have provided the Buyer with copies of all analyses and monitoring data for soil, groundwater and surface water and all reports pertaining to any environmental site assessments prepared or audits relating to the Corporation and the Subsidiaries that are in the possession or control of the Corporation and the Subsidiaries;
(viii) the Corporation and the Subsidiaries maintained all environmental and operating documents and records in the manner and for the time periods required by Environmental Laws; and
(ix) neither the Corporation nor the Subsidiaries has breached any obligation to report to any Governmental Authority imposed by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental LawsLaw.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Share Purchase Agreement (Andersons Inc), Share Purchase Agreement (Andersons Inc)
Environmental. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company:
(a) Neither the Company nor and its Subsidiaries are and, since February 24, 2023, have been in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations under applicable Environmental Laws;
(b) there is no Proceeding or Order pending or, to the Knowledge of the Company, threatened pursuant to or relating to any Environmental Law against the Company or any of its Subsidiaries Subsidiaries;
(ic) has received any written notice with respect to the business of, or properties owned or leased by, none of the Company or any of its Subsidiaries from any Governmental Entity has received notice or third party that remains outstanding a request for information alleging that the Company or any of its Subsidiaries or any of their respective predecessors has been or is not in compliance with actual or potential violation of any Laws governing pollution applicable Environmental Law or the protection otherwise may be liable under any applicable Environmental Law, which notice or request is unresolved;
(d) there have been no Releases of human health Hazardous Materials on or the environment, (ii) has caused underneath any “release” of a “hazardous substance” (as those terms location that have resulted in or are defined reasonably likely to result in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of an obligation by the Company or any of its Subsidiaries which release remains unresolvedto investigate, (iii) currently owns, operates remediate or leases otherwise conduct any response action in respect of such Releases pursuant to applicable Environmental Law or has formerly owned, operated otherwise have resulted in or leased any premises that is listed, or are reasonably likely to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or result in liability of to the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required pursuant to applicable Environmental Law;
(e) any asbestos, asbestos-containing material or presumed asbestos-containing material that is on or part of any real property, plant, building or facility currently owned, leased or operated primarily by Environmental Law necessary to enable them to conduct the Company or any of its present or past Subsidiaries or any of their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect predecessors is and, with respect to any real property, plant, building or facility formerly owned, leased or operated by the Company or any of its present or past Subsidiaries or any of their respective predecessors, was during the time of such ownership, lease or operation, managed according to the Company’s knowledgecurrent legal standards governing such material, there are no pending and its presence or threatened claims that seek condition does not violate any Environmental Law; and
(f) none of the revocationproducts manufactured, cancellation, suspension distributed or sold by the Company or any adverse modification of its present or past Subsidiaries or any such permits, except where the failure to have any such Permit would not, individually, of their respective predecessors contained asbestos or in the aggregate, reasonably be expected to have a Company Material Adverse Effectasbestos-containing material.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Steelcase Inc), Merger Agreement (Hni Corp)
Environmental. (a) Neither Except for any matters that, individually or in the Company nor any of its Subsidiaries aggregate, would not be a Material Adverse Change with respect to IsoTis:
(i) has received any written notice with respect to all facilities and operations of IsoTis and the business ofIsoTis Subsidiaries have been conducted, or properties owned or leased byand are now, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, all Environmental Laws,
(ii) has caused any “release” of a “hazardous substance” (as those terms IsoTis and the IsoTis Subsidiaries are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification possession of, and the Company has no knowledge ofin compliance with, any potential responsibility or liability of the Company or any Subsidiary pursuant all permits, authorizations, certificates, registrations, approvals and consents necessary under Environmental Laws to the provisions of (1) CERCLAown, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company lease and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them operate their properties and to conduct their respective businesses as currently they are now being conducted and are or as proposed to be conducted (collectively the “IsoTis Environmental Permits”), and
(iii) except as set forth in compliance with such permitsSchedule G, except where the failure to obtain or comply with neither IsoTis nor any such Permit would not, individuallyIsoTis Subsidiary is aware of, or is subject to:
(A) any Environmental Laws which require or may require any significant work, repairs, construction, change in business practices or operations, or expenditures, including capital expenditures, for facility upgrades, environmental investigation or remediation;
(B) any written demand, notice or request for information with respect to the breach of or liability under any Environmental Laws applicable to IsoTis or any IsoTis Subsidiary, respecting
(I) the use, storage, treatment, transportation or disposition (including disposal or arranging for disposal) of Hazardous Substances, or
(II) the presence, Release or discharge of Hazardous Substances; or
(C) any actual or proposed changes in the aggregatestatus, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andterms or conditions of any IsoTis Environmental Permits or any renewal, to the Company’s knowledgemodification, there are no pending or threatened claims that seek the revocation, cancellationreissuance, suspension alteration, transfer or amendment of such IsoTis Environmental Permits, or any adverse modification of any such permits, except where the failure to have any such Permit would not, individuallyreview by, or approval of, any Governmental Entity of such IsoTis Environmental Permits that are required in connection with the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes execution or delivery of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which consummation of the applicable site or premises are located, pertaining to the protection of human health, safety transactions contemplated hereby or the environment, including without limitation, the continuation of business of IsoTis or any IsoTis Subsidiaries following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇such consummation.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Arrangement Agreement (Isotis Sa), Arrangement Agreement (Isotis Sa)
Environmental. (a) Neither Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(i) the Company nor and its Subsidiaries are and, since December 31, 2012, have been in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations under applicable Environmental Laws;
(ii) as of the date of this Agreement, there is no Proceeding or Order pending or, to the Knowledge of the Company, threatened pursuant to or relating to any Environmental Law against the Company or any of its Subsidiaries Subsidiaries;
(iiii) has received any written notice with respect to as of the business ofdate of this Agreement, or properties owned or leased by, none of the Company or any of its Subsidiaries from any Governmental Entity has received notice or third party that remains outstanding a request for information alleging that the Company or any of its Subsidiaries or any of their respective predecessors has been or is not in compliance with actual or potential violation of any Laws governing pollution applicable Environmental Law or the protection otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved;
(iv) there have been no Releases of human health Hazardous Materials on or the environment, (ii) has caused underneath any “release” of a “hazardous substance” (as those terms location that have resulted in or are defined reasonably likely to result in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of an obligation by the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates to remediate such Releases pursuant to applicable Environmental Law or leases otherwise have resulted in or has formerly owned, operated or leased any premises that is listed, or are reasonably likely to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or result in liability of to the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required pursuant to applicable Environmental Law;
(v) any asbestos, asbestos-containing material or presumed asbestos-containing material that is on or part of any real property, plant, building or facility currently owned, leased or operated primarily by Environmental Law necessary to enable them to conduct the Company or any of its present or past Subsidiaries or any of their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect predecessors is and, with respect to any real property, plant, building or facility formerly owned, leased or operated by the Company or any of its present or past Subsidiaries or any of their respective predecessors, was during time of such ownership, lease or operation, managed according to the Company’s knowledgecurrent legal standards governing such material, there are no pending and its presence or threatened claims that seek condition does not violate any Environmental Law; and
(vi) none of the revocationproducts manufactured, cancellation, suspension distributed or sold by the Company or any adverse modification of its present or past Subsidiaries or any such permits, except where the failure to have any such Permit would not, individually, of their respective predecessors contained asbestos or in the aggregate, reasonably be expected to have a Company Material Adverse Effectasbestos-containing material.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (United Technologies Corp /De/)
Environmental. (a) To the knowledge of the Company, each of the Company and its Subsidiaries and any predecessors thereof has been and is in compliance with all Environmental Laws, except for noncompliance that would not, individually or in the aggregate, have a Company Material Adverse Effect, which compliance includes the possession by the Company and its Subsidiaries of material permits and other governmental authorizations required for their operations under applicable Environmental Laws, and compliance with the terms and conditions thereof.
(b) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, of any Environmental Claims against the Company or any of its Subsidiaries from any Governmental Entity Subsidiary or third party that remains outstanding alleging written notice that the Company or any of its Subsidiaries or any predecessor of any of the foregoing may be potentially liable under or received any written requests for information or other written correspondence or written notice that it is not considered potentially liable for any contamination by Hazardous Substances or noncompliance with Environmental Laws.
(c) To the knowledge of the Company, none of the properties currently or formerly owned, leased or operated by the Company, any Subsidiary or any predecessor of any of the foregoing (including, without limitation, soils and surface and ground waters) have been contaminated by the dumping, discharge, spillage, disposal or other Release of Hazardous Substances. To the knowledge of the Company, with respect to the real property currently owned, leased or operated by the Company or any of its Subsidiaries, there have been no Releases of Hazardous Materials that require a Cleanup or is part of an Environmental Claim.
(d) All waste containing any Hazardous Materials generated, used, handled, stored, treated or disposed of (directly or indirectly) by the Company has been released or disposed of in material compliance with any all applicable Environmental Laws governing pollution and reporting requirements.
(e) To the Company’s knowledge, no building or other improvement located on the protection of human health properties currently owned, leased or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of operated by the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List extent such building or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of property is occupied by the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain Subsidiaries) contains any friable asbestos or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectfriable asbestos-containing materials.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Checkfree Corp \Ga\), Merger Agreement (Corillian Corp)
Environmental. (a) Neither Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company nor and its Subsidiaries, taken as a whole:
(i) since January 1, 2013, the Company and its Subsidiaries have been and are in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations as currently conducted under applicable Environmental Laws;
(ii) (A) there is no pending or, to the Knowledge of the Company, threatened Proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries Subsidiaries; (iB) has received any written notice with respect to the business of, or properties owned or leased by, none of the Company or any of its Subsidiaries has received notice or a request for information from any Person, including any Governmental Entity or third party that remains outstanding Authority, alleging that the Company or any of its Subsidiaries has been or is not in compliance with actual or potential violation of any Laws governing pollution applicable Environmental Law or the protection of human health otherwise may be liable under any applicable Environmental Law, which violation or the environment, liability is unresolved; and (iiC) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business none of the Company or any of its Subsidiaries which release remains unresolved, is a party or subject to any Order pursuant to Environmental Law that is currently in effect;
(iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has there have been no knowledge of, any potential responsibility or liability Releases of Hazardous Materials by the Company or any Subsidiary of its Subsidiaries (and, to Knowledge of the Company, Releases of Hazardous Materials have not otherwise occurred) at, on, under or from any location that have resulted in or are reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the provisions Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and
(1iv) CERCLAneither the Company nor any of its Subsidiaries has entered into any written agreement or incurred any legal obligation that would reasonably be expected to require it to pay to, reimburse, or (2) indemnify any similar Federal, state, local, foreign other Person from or other against liabilities or costs arising in connection with or pursuant to Environmental Law, or relating to impacts on human health or the environment arising from the generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials.
(b) The Company and each has delivered or otherwise made available for inspection to the Parent copies of any reports, investigations, audits, assessments (including Phase I or II environmental assessments), studies or other material documents in the possession of or reasonably available to the Company or any of its Subsidiaries has obtained all permits required pertaining to: (i) any unresolved claims arising under or relating to any Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain Company or comply with any such Permit would not, individually, of its Subsidiaries; or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to (iii) the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to its Subsidiaries’ compliance with applicable Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (K2m Group Holdings, Inc.), Merger Agreement (Stryker Corp)
Environmental. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company:
(a) Neither the Company nor and its Subsidiaries are and, since January 1, 2021, have been in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations under applicable Environmental Laws;
(b) as of the date of this Agreement, there is no Proceeding or Order pending or, to the Knowledge of the Company, threatened pursuant to or relating to any Environmental Law against the Company or any of its Subsidiaries Subsidiaries;
(ic) has received any written notice with respect to as of the business ofdate of this Agreement, or properties owned or leased by, none of the Company or any of its Subsidiaries from any Governmental Entity has received notice or third party that remains outstanding a request for information alleging that the Company or any of its Subsidiaries or any of their respective predecessors has been or is not in compliance with actual or potential violation of any Laws governing pollution applicable Environmental Law or the protection otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved;
(d) there have been no Releases of human health Hazardous Materials on or the environment, (ii) has caused underneath any “release” of a “hazardous substance” (as those terms location that have resulted in or are defined reasonably likely to result in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of an obligation by the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates to remediate such Releases pursuant to applicable Environmental Law or leases otherwise have resulted in or has formerly owned, operated or leased any premises that is listed, or are reasonably likely to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or result in liability of to the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required pursuant to applicable Environmental Law;
(e) any asbestos, asbestos-containing material or presumed asbestos-containing material that is on or part of any real property, plant, building or facility currently owned, leased or operated primarily by Environmental Law necessary to enable them to conduct the Company or any of its present or past Subsidiaries or any of their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect predecessors is and, with respect to any real property, plant, building or facility formerly owned, leased or operated by the Company or any of its present or past Subsidiaries or any of their respective predecessors, was during the time of such ownership, lease or operation, managed according to the Company’s knowledgecurrent legal standards governing such material, there are no pending and its presence or threatened claims that seek condition does not violate any Environmental Law; and
(f) none of the revocationproducts manufactured, cancellation, suspension distributed or sold by the Company or any adverse modification of its present or past Subsidiaries or any such permits, except where the failure to have any such Permit would not, individually, of their respective predecessors contained asbestos or in the aggregate, reasonably be expected to have a Company Material Adverse Effectasbestos-containing material.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (AZEK Co Inc.), Merger Agreement (James Hardie Industries PLC)
Environmental. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) Neither the Company and each of its Subsidiaries are in compliance with all, and have not violated any, applicable Environmental Laws (as defined below); (b) the Company and each of its Subsidiaries possess and comply with, and have not violated any, Permits required under Environmental Law for their respective operations as currently and since the beginning of the last complete fiscal year prior to the date hereof have been conducted, and neither the Company nor any of its Subsidiaries (i) has received any written notice with respect that, and to the business ofKnowledge of the Company there is no basis for any such Permit to be revoked, not re-issued, or properties owned adversely modified; (c) there are no Actions pending or, to the Knowledge of the Company, threatened against or leased byaffecting, the Company or any of its Subsidiaries from alleging any violation of or liability (i) under any Environmental Law, or (ii) arising out of the presence or release of any substance or material listed, classified or regulated by any Governmental Entity as toxic or third party that remains outstanding alleging that hazardous, as a pollutant or contaminant, or as any other words having the same or similar meaning (“Materials of Environmental Concern”); (d) neither the Company nor any of its Subsidiaries is subject to or affected by any Order under any Environmental Law or regarding any Materials of Environmental Concern; (e) neither the Company nor any of its Subsidiaries has released any Materials of Environmental Concern at any property currently or formerly owned or operated by any of them and, to the Knowledge of the Company, no Materials of Environmental Concern are otherwise present at or affecting any property owned or operated by the Company or any of its Subsidiaries is not in compliance with or any Laws governing pollution other location (including any facility for the treatment, storage, or the protection disposal of human health or the environment, (ii) has caused any “release” Materials of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.Concern), in excess of a reportable quantity on any property such circumstances or under such conditions that is used for the business of could reasonably be expected to result in liability to the Company or any of its Subsidiaries which release remains unresolved, pursuant to Environmental Laws or adversely affect any of them; and (iiif) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and neither the Company has no knowledge of, nor any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required assumed or retained, by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andcontract or, to the Knowledge of the Company’s knowledge, there are no pending or threatened claims that seek the revocationby operation of Law, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required liability under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with or regarding any Materials of Environmental Laws.
(d) For purposes of this AgreementConcern. As used herein, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended Laws and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws Orders relating to protection of the environment which regulate the management environment, or disposal protection of biological agents human health and safety as may be affected by environmental conditions or substances including medical or infectious wastesby exposure to Materials of Environmental Concern.
Appears in 2 contracts
Sources: Merger Agreement (SMART Global Holdings, Inc.), Merger Agreement (SMART Modular Technologies (WWH), Inc.)
Environmental. Except as disclosed in Section 3.09 of the Disclosure Schedules, (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, Tribune and their respective Affiliates, with respect to the Business, are and, since December 1, 2013, have been, in material compliance with all applicable Environmental Laws and Governmental Authorizations required under Environmental Laws, (b) ▇▇ ▇.▇.▇▇▇▇▇, Tribune and their respective Affiliates, with respect to the Business, have timely applied for, been duly issued and maintain all material Governmental Authorizations required under Environmental Laws for the current operations of the Business, Purchased Assets and Stations and no material Proceeding is pending or, to the Knowledge of the Selling Parties, threatened to revoke, modify, suspend or terminate any such Governmental Authorization, (c) with respect to the Stations, Purchased Assets or the Business, since December 1, 2013 (or any time with respect to unresolved matters), no notice of violation or other notice has been received by ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates alleging any material violation of, or material liability arising out of, any Environmental Law, (d) with respect to the Stations, Purchased Assets or the Business, no material Proceeding is pending or, to the Knowledge of the Selling Parties, threatened against ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates under any Environmental Law or with respect to Hazardous Substances, (e) with respect to the Stations, Purchased Assets or the Business, there has been no Release of or exposure of any Person to any Hazardous Substances at, on, under or from any of the Stations, Owned Real Property or Leased Real Property, in each case that has resulted in or would reasonably be expected to result in material costs in connection with an investigation or cleanup by, or other material liability of, ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates, (f) with respect to the Stations, Purchased Assets or the Business, neither ▇▇▇▇▇▇▇▇, Tribune nor any of their respective Affiliates have arranged, by contract, agreement or otherwise, for the transportation, disposal or treatment of Hazardous Substances at or to any location that has resulted in or would reasonably be expected to result in material costs in connection with an investigation or cleanup by, or other material liability of, ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates, (g) neither ▇▇▇▇▇▇▇▇, Tribune nor any of their respective Affiliates, with respect to the Business, currently own or operate any underground storage tanks located at the Stations in violation of Environmental Law or that has resulted in or would reasonably be expected to result in material costs in connection with an investigation or cleanup by, or other material liability of, ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates, and (h) to the Knowledge of the Selling Parties, no lead-based paint, polychlorinated biphenyls, toxic mold or asbestos containing materials are located at the Stations, in each case, that has resulted in or would reasonably be expected to result in material costs in connection with an investigation or cleanup by, or other material liability of, ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates. § ▇▇▇▇▇▇▇▇ et seq.; has made available to Buyer accurate and complete copies of all environmental assessments, reports, audits and other material documents in their possession or under their reasonable control that relate to ▇▇▇▇▇▇▇▇’▇, Tribune’s or any of their respective Affiliates’ compliance with Environmental Laws with respect to the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; Business or the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection environmental condition of the environment which regulate the management Purchased Assets or disposal of biological agents or substances including medical or infectious wastesStations.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Tribune Media Co), Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Environmental. (a) Except as would not have a Company Material Adverse Effect:
(i) the Company and its Subsidiaries are, and since January 1, 2021 have been in compliance with all applicable Environmental Laws, including possessing and complying with all Company Permits required for their operations under applicable Environmental Laws;
(ii) there is no pending or, to the Knowledge of the Company, threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries;
(iii) since January 1, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved;
(iv) as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law; and
(v) to the Knowledge of the Company, there have been no Releases of Hazardous Materials at any location, including any current or formerly owned, leased or operated properties, such that it has caused environmental contamination at such real properties that is reasonably likely to result in any obligation to remediate such environmental contamination by, or result in liability to, the Company or any of its Subsidiaries pursuant to applicable Environmental Law.
(b) Neither the Company nor any of its Subsidiaries (i) has received any written notice assumed, undertaken or provided an indemnity with respect to the business of, any material liability or properties owned obligation of any other Person relating to Hazardous Materials or leased by, Environmental Law.
(c) Neither the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or nor any of its Subsidiaries is not in compliance with required by any Laws governing pollution or Environmental Law, as a result of the protection of human health or the environmenttransactions contemplated by this Agreement (other than any Divestiture Action), (i) to perform a site assessment for Hazardous Materials, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Responseto remove or remediate Hazardous Materials, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates to receive approval from any Governmental Authority or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary other Person pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (SP Plus Corp), Merger Agreement (SP Plus Corp)
Environmental. (a) Neither the Company nor any of its Subsidiaries With respect to each Material Mortgage Loan:
(i) each item of the Related Property is in compliance in all material respects with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to such Related Property and there are no conditions relating to such Related Property that could give rise to liability under any applicable Environmental Laws;
(ii) none of the Related Property contains, or has previously contained, any Materials of Environmental Concern at, on or under such Related Property in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, any applicable Environmental Laws;
(iii) none of the Seller, the Originator, Depositor nor the Servicer has received any written or verbal 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 Related Property, nor does any such Person have knowledge or reason to believe that any such notice will be received or is being threatened;
(iv) to the best knowledge of the Seller, Materials of Environmental Concern have not been transported or disposed of from the Related Property, or generated, treated, stored or disposed of at, on or under any of the Related Property or any other location, in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law;
(v) no judicial proceeding or governmental or administrative action is pending or, to the best knowledge of the Seller, the Originator, Depositor and/or the Servicer, threatened, under any Environmental Law to which any of the Seller, the Originator, Depositor and/or the Servicer is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements, outstanding under any Environmental Law with respect to any of the business of, or properties owned or leased bySeller, the Company Originator, the Depositor, the Servicer or the Related Property; and
(vi) to the best knowledge of the Seller, there has been no release or threat of release of Materials of Environmental Concern at or from any of its Subsidiaries the Related Property or arising from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or related to the Company’s knowledgeoperations (including, proposed for listingwithout limitation, on disposal) in connection with the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability Related Property in violation of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, amounts or in the aggregate, reasonably be expected a manner that could give rise to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by liability under any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with applicable Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (MCG Capital Corp), Sale and Servicing Agreement (MCG Capital Corp)
Environmental. Except as set forth on Section 4Q of the Company Disclosure Letter, (ai) Neither neither the Company nor any of its Subsidiaries (ia) has received any material written notice with respect communication from, or been subject to a material claim asserted in writing by, any third party (including, without limitation, a governmental authority), or (b) to the business ofknowledge of the Company, has been subject to any material investigation by a governmental authority, that, in the case of (a) or properties owned or leased by(b) above, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging alleges that the Company or any of its Subsidiaries is not in material compliance with any Environmental Laws governing pollution or the protection of human health or the environmentand which allegation has not been resolved, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, CompensationCompany and its Subsidiaries hold, and Liability Actare in material compliance with, 42 U.S.C. § 9601 et seq.)all material permits, licenses and governmental authorizations required to be obtained by the Company or its Subsidiaries under Environmental Laws, and the Company and its Subsidiaries are in excess material compliance with all Environmental Laws; (iii) to the knowledge of the Company, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported or released any substance, pollutant, contaminant or waste in a reportable quantity on any property manner or location that has given rise to, or that is used reasonably likely to give rise to, material claims or material liabilities under Environmental Laws for the business of environmental site investigation or cleanup, corrective action, other response action, or damages or injuries to persons, property or natural resources; (iv) with respect to properties or facilities currently or formerly owned, leased or operated by the Company or any of its Subsidiaries which during such Company’s or any of its Subsidiaries’ ownership, lease or operation, there has been no release remains unresolvedor threat of a release by the Company or any of its Subsidiaries, (iii) currently ownsor, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed by others, of any hazardous substance, pollutant, contaminant or waste where such release or threat of a release has given rise to, or that is reasonably likely to give rise to, any material liability for listingenvironmental site investigation or cleanup, on corrective action, other response action or damages or injuries to persons, property or natural resources under Environmental Laws; and (v) no Liens arising under Environmental Laws are recorded against any property owned or leased by the National Priorities List Company or any of its Subsidiaries. As used in this Agreement, the Comprehensive term “Environmental ResponseLaws” means the Clean Air Act, Compensationas amended, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act Act, as amended (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; as amended, the Federal Clean Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Actand any other foreign, 42 U.S.C. § 2014 et seq.; any federal, provincial, state or local statute laws, regulations or ordinances regulating or imposing standards of similar effect; and any Laws conduct or liability relating to pollution or protection of the environment which regulate or worker health and safety as the management foregoing are enacted and in effect on or disposal of biological agents or substances including medical or infectious wastesprior to the Closing.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Safety Products Holdings, Inc.), Purchase and Sale Agreement (Norcross Safety Products LLC)
Environmental. (a) To the knowledge of the Company, each of the Company and its Subsidiaries is in compliance with all Environmental Laws, which compliance includes the possession by the Company and its Subsidiaries of material permits, licenses and other governmental authorizations required for their current operations under applicable Environmental Laws, and compliance with the terms and conditions thereof.
(b) Neither the Company nor any of its Subsidiaries has received written notice of any Environmental Claims against the Company or any Subsidiary.
(c) To the knowledge of the Company, (i) has received any written notice with respect to the business ofreal property currently or previously owned, leased or properties owned or leased by, operated by the Company or any of its Subsidiaries from any Governmental Entity or third party Subsidiaries, there have been no releases of Hazardous Materials that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentrequire a Cleanup, and (ii) none of the Company, its Subsidiaries, or their respective predecessors has caused treated, stored, disposed of, arranged for or permitted the disposal of, manufactured, distributed, transported, handled, or released any “release” of a “substance, including without limitation any hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that is used for the business of the Company has given rise to Liabilities or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or could give rise to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary Liabilities pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes To the knowledge of this Agreementthe Company, “neither the Company nor any of its Subsidiaries has assumed, undertaken, or otherwise become subject to, any liability of any other Person or entity relating to Environmental, Health, and Safety Requirements.
(e) To the knowledge of the Company, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors could reasonably be expected to prevent, hinder or limit continued compliance with Environmental Laws” means , give rise to any applicable Federalinvestigatory, state remedial or local corrective obligations pursuant to Environmental Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are locatedgive rise to any other Liabilities (whether accrued, pertaining absolute, contingent, unliquidated or otherwise) pursuant to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Environmental Laws.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Silicon Storage Technology Inc), Merger Agreement (Microchip Technology Inc)
Environmental. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) Neither no written notice, claim, demand, request for information, Order, complaint or penalty has been received by the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business ofCompany, or properties owned or leased by, the Company New Seadrill or any of its their Subsidiaries from or other Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Governmental Entity or third party that remains outstanding alleging that Environmental Law, in each case relating to the Company Company, New Seadrill or any of their Subsidiaries or other Debtors, (b) each of the Company, New Seadrill or any of their Subsidiaries and other Debtors has received (including timely application for renewal of the same) and maintains in full force and effect all environmental permits, licenses, certificates and other approvals, and maintains all financial assurances, in each case to the extent necessary for its Subsidiaries is not operations to comply with all applicable Environmental Laws and is, and since January 1, 2015 has been, in compliance with any Laws governing pollution or the protection terms of human health or the environmentsuch permits, licenses, certificates and other approvals and with all applicable Environmental Laws, (iic) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Responseno Hazardous Material is located at, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on or under any property that is used for the business of the Company currently or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to by the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company New Seadrill or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign their Subsidiaries or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit Debtors that would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andgive rise to any cost, to liability or obligation of any of the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension New Seadrill or any adverse modification of their Subsidiaries or other Debtors under any such permitsEnvironmental Laws other than future costs, except where the failure liabilities and obligations that are asset retirement obligations to have any such Permit would not, individually, or be incurred in the aggregateordinary course of business and that are specified in the Exchange Act Documents, (d) no Hazardous Material has been Released, generated, treated, stored or handled by (or on behalf of) the Company, New Seadrill or any of their Subsidiaries or other Debtors, and no Hazardous Material has been transported to or Released at any location, in each case, in a manner that would reasonably be expected to have a Company Material Adverse Effect.
give rise to any cost, liability or obligation of the Company, New Seadrill or any of their Subsidiaries or other Debtors under any Environmental Laws other than future costs, liabilities and obligations incurred in the ordinary course of business, and (ce) The Company previously there are no agreements in which any of the Debtors has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other Person arising under or relating to Environmental Laws that remains unresolved, which has not been made available to Parent copies the Commitment Parties prior to the date hereof. Notwithstanding the generality of all environmental site assessments prepared by any personother representations and warranties in this Agreement, the representations and permits required warranties in this Section 3.20 constitute the sole and exclusive representations and warranties in this Agreement with respect to any environmental, health or safety matters arising under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Investment Agreement (Seadrill LTD), Investment Agreement (North Atlantic Drilling Ltd.)
Environmental. Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(a) Neither the Company and its Subsidiaries are, and since January 1, 2020 have been, in compliance with all applicable Environmental Laws, including possessing all Company Permits required for their operations under applicable Environmental Laws;
(b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries;
(c) since January 1, 2020 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved;
(d) neither the Company nor any of its Subsidiaries (i) is a party or subject to any Order pursuant to Environmental Law (ii) to the Knowledge of the Company, has received exposed any written notice person to any Hazardous Material that would give rise to liability (contingent or otherwise) pursuant to Environmental Law; or (iii) has assumed, undertaken or provided an indemnity with respect to any liability (contingent or otherwise) of any other Person relating to any Environmental Law; and
(e) to the Knowledge of the Company, with respect to the business ofOwned Real Property and the Leased Real Property, there have been no Releases on or properties owned or leased by, the Company or underneath any of its Subsidiaries from any Governmental Entity or third party such real properties that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property environmental contamination at such real properties that is used for the business of the Company reasonably likely to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons. The representations and warranties set forth in this Section 4.18 are the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, sole and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant exclusive representations with respect to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are environmental matters in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Mr. Cooper Group Inc.), Merger Agreement (Home Point Capital Inc.)
Environmental. (a) Neither the Company nor any The Seller and each of its Subsidiaries is and has been in material compliance with all Environmental Laws applicable to the operations of the Seller and its Subsidiaries:
(i) has received any written notice no Hazardous Substances are present at (except in the ordinary course of the operations of the Seller and its Subsidiaries and in material compliance with respect to all Environmental Laws) or have been Released by the business of, or properties owned or leased by, the Company Seller or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that or, to the Company Company’s Knowledge threatened to be Released by the Seller or any of its Subsidiaries is not in compliance with from, onto or under, any Laws governing pollution or of the protection of human health or the environment, Leased Real Property;
(ii) has caused there are no circumstances or conditions involving the Seller, any “release” of a “hazardous substance” (as those terms are defined its Subsidiaries, their current or former operations, or any Company Product that could reasonably be expected to result in any material Losses to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company Seller or any of its Subsidiaries which release remains unresolvedarising under or relating to any Environmental Law or in any material restriction on the ownership, use or transfer of any of the Company Assets arising under or pursuant to any Environmental Law;
(iii) currently ownsthe Seller has not, operates nor have any of its Subsidiaries, received any notice, demand, letter, claim or leases request for information alleging any violation of or has formerly ownedliability under any Environmental Law and is not subject to any order, operated decree, injunction or leased other arrangement with any premises that is listed, Governmental Authority or any indemnity or other agreement with any third party relating to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive liability under any Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or Law; and
(iv) the Seller has received written notification ofprovided to the Buyer access to (A) copies of all material reports, memoranda and analyses in the Company has no knowledge ofcustody or control of the Seller or any of its Subsidiaries, including “Phase I,” “Phase II,” “environmental assessment” and similar reports relating to any potential responsibility or liability environmental liability, the environmental condition of the Company Seller or any Subsidiary pursuant to of its Subsidiaries, the provisions compliance of (1) CERCLA, the Seller or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required with Environmental Laws or the environmental condition of any property currently or formerly owned or occupied by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted the Seller or any of its Subsidiaries, and are in (B) documentation, if applicable, showing the compliance with such permits, except where of the failure to obtain Seller or comply any of its Subsidiaries with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification financial responsibility requirements of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with applicable Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Avon Products Inc)
Environmental. (a) The Company made available to Parent all material records and material correspondence in the possession of the Company relating to environmental matters affecting the Company and which were prepared for or submitted to applicable Governmental Entities within three (3) years of the date of this Agreement.
(b) The Company and its Subsidiaries are in compliance in all material respects with and have not received any written notice or, to the Knowledge of the Company, any other communication alleging any violation by the Company or its Subsidiaries with respect to any applicable Environmental Laws, including with respect to possessing and being in compliance with any Permits required for the Company and its Subsidiaries to operate under applicable Environmental Laws.
(c) To the Knowledge of the Company, the properties operated by the Company and its Subsidiaries (including soils, groundwater, surface water, indoor air, buildings or other structures) are not contaminated with any Hazardous Substances in an amount or concentration or in a condition that would give rise either to an obligation to act to address the Hazardous Substance contamination or condition or to disclose to a Governmental Entity that Hazardous Substance contamination or condition under any Environmental Law.
(d) Neither the Company nor its Subsidiaries have received written notice that the Company is subject to any liability under any Environmental Law for any Hazardous Substance disposal, release or contamination on the property of any third party nor has the Company disposed of, transported, or arranged for the disposal of or transport of any Hazardous Substances in a way that would require investigation or remediation pursuant to applicable Environmental Law or otherwise subject the Company to any liability pursuant to applicable Environmental Law.
(e) The Company and its Subsidiaries have not released any Hazardous Substance into the environment except (A) in compliance with Environmental Law or (B) in an amount or concentration that would not reasonably be expected to give rise to any material liability or obligation under any Environmental Law.
(f) Neither the Company nor any of its Subsidiaries (i) is named as a party to any Action or order addressing liability under any Environmental Law nor has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity received a demand or third party that remains outstanding alleging that other notice threatening to assert a claim for such liability against the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seqSubsidiaries.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Acer Therapeutics Inc.), Merger Agreement (Zevra Therapeutics, Inc.)
Environmental. (a) The Company and each Company Subsidiary have been and are in material compliance with all Environmental Laws, including possessing and materially complying with all material Company Permits required for their operations in accordance with Environmental Laws, which includes compliance with all Environmental Laws governing the registration or authorization of the use of Hazardous Materials in products;
(b) No Proceeding against the Company or any Company Subsidiary relating to any Environmental Law is pending or threatened in writing. Neither the Company nor any Company Subsidiary has received written notice or a written request for information from any Person, including any Governmental Authority, alleging that the Company or any Company Subsidiary has been or is in actual or potential material violation of any Environmental Law or otherwise may be materially liable under any Environmental Law, the subject of which notice or request is unresolved. Neither the Company nor any Company Subsidiary is a party or subject to any Order under any Environmental Law;
(c) No Hazardous Materials have been released at, on, under or from any location that have resulted in or are reasonably likely to result in an obligation for the Company or any Company Subsidiary to report, investigate, remediate or otherwise respond to such releases in accordance with Environmental Law or otherwise have resulted in or are reasonably likely to result in material liability to the Company or any Company Subsidiary under any Environmental Law;
(d) Neither the Company nor any of its Subsidiaries (i) Company Subsidiary has received entered into any written notice agreement or incurred any legal obligation that may require it to pay to, reimburse, or indemnify any other Person from or against material liabilities or costs in connection with respect any Environmental Law, or relating to the business ofregistration, labeling, generation, manufacture, use, transportation or properties owned disposal of or leased by, the Company exposure to Hazardous Materials;
(e) No material capital improvements currently are required or planned to be undertaken at any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company Leased Real Property for the purpose of achieving or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates maintaining compliance with Environmental Laws or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary Permits issued pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.Laws; and
(bf) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all material environmental site assessments prepared reports, studies, or audits reasonably in the possession of the Company which pertain to the environmental condition of any property currently or formerly owned, leased, or operated by the Company or any personCompany Subsidiary, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in or to the Company’s possession relating to or any Company Subsidiary’s compliance with Environmental LawsLaw.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement (Asensus Surgical, Inc.), Merger Agreement (Asensus Surgical, Inc.)
Environmental. (a) Neither the Company nor any of its Subsidiaries Except where a violation or failure is not reasonably likely to have a Material Adverse Effect, (i) has received keep any written notice with respect to the business of, or properties material property either owned or leased by, the Company operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Agent any documentation of such compliance which the Agent may reasonably request; (iii) provide the Agent with written notice within five (5) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any Governmental Entity time owned or third party that remains outstanding alleging that the Company operated by it or any of its Subsidiaries is not in compliance and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) provide the Agent with written notice within ten (10) days of the receipt of any Laws governing pollution or of the protection of human health or the environment, following: (iiA) notice that a material Environmental Lien has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action or notice that is used for the business of the Company an Environmental Action will be filed against any Loan Party or any of its Subsidiaries which release remains unresolvedis reasonably likely to have a Material Adverse Effect; and (C) notice of a violation, (iii) currently owns, operates citation or leases or has formerly owned, operated or leased any premises that is listed, or other administrative order to the Company’s knowledgeextent that any of the foregoing are reasonably likely to have a Material Adverse Effect; and (v) defend, proposed for listing, on indemnify and hold harmless the National Priorities List or Agent and the Comprehensive Environmental Response, CompensationLenders and their transferees, and Liability Information Systemtheir respective employees, both as maintained under agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Federal Comprehensive Environmental Responsegeneration, Compensation and Liability Act (“CERCLA”)presence, disposal, Release or on threatened Release of any comparable state governmental listsHazardous Materials on, under, in, originating or (iv) has received written notification of, and the Company has no knowledge of, emanating from any potential responsibility property at any time owned or liability of the Company operated by any Loan Party or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the presence or Release of such Hazardous Materials, (D) any violation of any Environmental Law necessary and/or (E) any Environmental Action filed against the Agent or any Lender to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with extent that any such Permit would not, individually, or in of the aggregate, foregoing is reasonably be expected likely to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Senior Loan Agreement (DSW Inc.), Senior Loan Agreement (Retail Ventures Inc)
Environmental. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole:
(a) Neither the Company nor any of and its Subsidiaries are and for the last three years, have been in compliance with all applicable Environmental Laws, including the possession of and compliance with all Permits required by applicable Environmental Law;
(b) As of the date hereof, (i) has received any written notice with respect there is no Proceeding or Order pending or, to the business ofKnowledge of the Company, or properties owned or leased by, threatened under any Environmental Law against the Company or any of its Subsidiaries from and (ii) none of the Company or any Governmental Entity of its Subsidiaries or, to the Knowledge of the Company, any of their respective predecessors has received for the last three years any written notice or third party that remains outstanding request for information alleging that the Company or any of its Subsidiaries has been or is not in compliance with violation of any Laws governing pollution applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved; and
(c) As of the protection date hereof, there have been no actual or, to the Knowledge of human health the Company, threatened Releases of Hazardous Materials by the Company or any of its Subsidiaries or any other Person at, on, from, off or underneath any Company Real Property or, to the environmentKnowledge of the Company, (ii) has caused any “release” real property formerly owned, operated or leased by the Company or any of its Subsidiaries that would reasonably be expected to result in a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Responserequirement for investigation, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business notification or remediation by or liability of the Company or any of its Subsidiaries which release remains unresolvedunder applicable Environmental Law; and
(d) The Company has delivered to, (iii) currently owns, operates or leases or has formerly ownedotherwise made available for inspection by Parent, operated all material Phase I or leased any premises that is listedPhase II environmental reports and similar material environmental assessments, or to audits and reports in the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability possession of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Tempur Sealy International, Inc.)
Environmental. (a) Neither Except as set forth in the corresponding subsection of Section 4.15 of the Seller’s Disclosure Schedule, matters that have been fully satisfied and resolved with the relevant Governmental Entity, and matters addressed in Section 4.6: (i) except would not reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries and each of the Mining Operations is and has been in compliance with, and neither the Company nor any of its Subsidiaries has any Liabilities under, any and all Environmental Laws; (iii) the Company and each of its Subsidiaries, directly or through the Contractors possesses, has received any written notice possessed and is and has been in compliance in all material respects with respect all applicable Environmental Permits; (iii) there are no Actions pending or, to the business ofKnowledge of the Seller, or properties owned or leased by, threatened against either the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding to the Knowledge of the Seller either of the Contractors alleging that the Company or any of its Subsidiaries or any of the Mining Operations is not in compliance with violation of or has any Liability under Environmental Laws governing pollution or Environmental Permits; (iv) no Releases of Hazardous Materials have occurred and no Person has been exposed to any Hazardous Materials at, from, in, to, on, or under any Site and no Hazardous Materials are present in, on, under, about or migrating to or from any Site that would reasonably be expected to give rise to a material Liability to the protection Company and its Subsidiaries under applicable Environmental Laws; (v) neither the Company nor any of human health its Subsidiaries nor to the Knowledge of the Seller either of the Contractors has transported or arranged for the environmenttreatment, storage, handling, disposal or transportation of any Hazardous Material to any location which has resulted or could result in a material Liability to the Company and its Subsidiaries; (iivi) has caused any “release” of a “hazardous substance” (as those terms there are defined no Phase I or Phase II environmental assessments, environmental investigations, studies, audits, tests, reviews or other analyses conducted by, on behalf of, or which are in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business possession of the Company or any of its Subsidiaries which release remains unresolved(or any advisors or representatives thereof) or the Contractors with respect to any Site, other than the Environmental Site Assessment dated March 8, 2010 by ▇▇▇▇ ▇. ▇▇▇▇ Company Mining and Geological Consultants made available to Purchaser; (vii) except for the Contract Mining Agreements, neither the Company nor any of its Subsidiaries has, either expressly or by operation of Law, assumed responsibility for or agreed to indemnify or hold harmless any Person for any Liability or obligation, arising under or relating to Environmental Laws; (viii) neither the execution of this Agreement nor consummation of the transaction contemplated by this Agreement will require any pre-closing notification to or consent of any Governmental Authority (except with regard to the transfer of Permits or other ministerial notifications or transfers) or the undertaking of any investigations or remedial actions pursuant to Environmental Laws; (ix) other than the Permits listed on Sections 4.6(b)(i) and 4.6(b)(ii) of the Seller’s Disclosure Schedule, neither the Company nor any of its Subsidiaries has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Authority under any Environmental Laws; and (x) there are no (A) polychlorinated biphenyl containing equipment, (iiiB) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental listsunderground storage tanks, or (ivC) has received written notification of, and asbestos-containing material at the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental LawReal Property.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are Notwithstanding anything elsewhere in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, this agreement to the Company’s knowledgecontrary, there the representations and warranties in this Section 4.15 are no pending or threatened claims that seek the revocationsole and exclusive representations and warranties in this Agreement concerning environmental matters, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining subject to the protection last sentence of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Section 4.6(e).▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Vectren Corp), Stock Purchase Agreement (Vectren Corp)
Environmental. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole:
(a) Neither the Company nor and its Subsidiaries are in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations under applicable Environmental Laws;
(b) as of the date of this Agreement, there is no Proceeding or Order pending or, to the Knowledge of the Company, threatened pursuant to any Environmental Law against the Company or any of its Subsidiaries Subsidiaries;
(ic) has received any written notice with respect to as of the business ofdate of this Agreement, or properties owned or leased by, none of the Company or any of its Subsidiaries from any Governmental Entity has received notice or third party that remains outstanding a request for information alleging that the Company or any of its Subsidiaries has been or is not in compliance actual or potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved;
(d) there have been no Releases of Hazardous Materials on or underneath any location that is reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and
(e) the Company has delivered or otherwise made available for inspection to the Parent copies of any Laws governing pollution Phase I or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined II environmental site assessments in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business possession of the Company or any of its Subsidiaries which release remains unresolvedpertaining to (i) any unresolved claims arising under or related to any Environmental Law; (ii) any Hazardous Materials in, (iii) on, beneath or adjacent to any property currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of by the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, its Subsidiaries; or (2iii) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to its Subsidiaries’ compliance with applicable Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Rockwell Collins Inc)
Environmental. (a) Neither the In respect of Company nor any and each of its Subsidiaries (iincluding any of their respective predecessor entities):
(a) is currently and has received been in material compliance with all Environmental Laws;
(b) is currently and has operated its business at all times and, to the extent applicable, has received, handled, used, stored, treated, shipped and disposed of all Hazardous Substances, without violation and in material compliance with Environmental Laws in all respects;
(c) to the knowledge of Company, there are no Hazardous Substances located on, in or under or migration from or onto any written notice with respect of the Real Property and no Release of any Hazardous Substances has occurred on, in or from the Real Property from operation of the business of Company and its Subsidiaries or the conduct of the activities related to the business ofof Company and its Subsidiaries thereon;
(d) is not the subject of any orders, directions or properties owned notices that have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or leased by, the assets of Company or any of its Subsidiaries from nor in relation to any Governmental Entity Real Property historically or third party that remains outstanding alleging that the Company currently, owned, leased, licensed, used or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, operated;
(iie) has caused not failed to report to the applicable Governmental Entities the occurrence of any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for event relating to the business or assets of the Company or any of its Subsidiaries which release remains unresolvedis required to be so reported by any Environmental Laws nor in relation to any Real Property historically or currently, (iii) currently owns, operates or leases or has formerly owned, operated leased, licensed, used or leased operated;
(f) holds all material Environmental Permits required under any premises that is listedEnvironmental Laws in connection with the development of its assets, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive all such Environmental Response, CompensationPermits are in full force and effect, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability each of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by Environmental Law necessary to enable them to conduct their respective businesses it as currently conducted and are in a condition of continued compliance with such permitsany Environmental Laws, or any Environmental Permit issued pursuant thereto, or that any Environmental Permit referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(g) to the knowledge of Company, there have been no Releases of Hazardous Substances contrary to Environmental Laws into the earth, air or into any body of water or any municipal or other sewer or drain water systems that have not been remedied, except where the failure to obtain or comply with any such Permit would not, individually, as otherwise set out in Disclosure Letter and there is no basis whether in law or in equity, upon which Company or its Subsidiaries, either on behalf of itself or the aggregatelandlord, could reasonably be expected to have a become responsible for any clean-up or corrective action pursuant to Environmental Laws with respect to the Real Property historically or currently, owned, leased, licensed, used or operated and/or the buildings, structures, additions or improvements thereon;
(h) Company Material Adverse Effect. All such permits has made available to Purchaser copies of any and all material environmental audits, site assessments and studies (including drafts thereof) concerning or with respect to the Real Property, or that are in full force and effect and, any way related to the business, whether lawful or otherwise, of Company and its Subsidiaries, the Real Property, the landlord, that it has ever conducted or that are in its possession or control;
(i) to the knowledge of Company’s knowledge, there are no pending underground or threatened claims that seek the revocationabove-ground storage tanks or facilities of any nature or kind whatsoever, cancellationwhether active or abandoned, suspension or any adverse modification associated piping or appurtenances (whether active or abandoned), or Hazardous Substances or materials located on, in or under the surface of any such permitsof the Real Properties or other assets or Real Property historically or currently, owned, leased, licensed, used or operated thereon except where as disclosed in the failure to have Disclosure Letter; and
(j) has not received any such Permit would notice of, or been prosecuted for, fined or otherwise sentenced for an offence alleging, breach of, violation or material non-compliance with any Environmental Laws, and has not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectsettled any allegation of material non-compliance short of prosecution.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Arrangement Agreement (HEXO Corp.)
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted Company Subsidiary are and are since the Reference Date have been in compliance with such permitsall applicable Environmental Laws, including possessing and complying with all material Company Permits required for their operations in accordance with Environmental Laws, except where the failure to obtain or comply with any such Permit as would notnot reasonably be expected to, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) (i) No Proceeding against the Company or any Company Subsidiary relating to any Environmental Law is pending or threatened in writing, (ii) neither the Company nor any Company Subsidiary has received written notice or a written request for information from any Person, including any Governmental Authority, alleging that the Company or any Company Subsidiary has been or is in actual material violation of any Environmental Law or otherwise may have material liability under any Environmental Law, the subject of which notice or request is unresolved and (iii) neither the Company nor any Company Subsidiary is a party or subject to any material ongoing obligations pursuant to any Order or agreement resolving any alleged violation of or liability under any Environmental Law.
(c) The To the Knowledge of the Company, no Hazardous Materials have been released by the Company previously has made available to Parent copies of all environmental site assessments prepared or any RemainCo Subsidiary, or by any personthird party at, and permits required on, under Environmental Laws and all other material correspondence with Governmental Entities or from any real property currently or formerly owned, leased or operated by the Company or any RemainCo Subsidiary in a manner or to a degree that has resulted in or is reasonably likely to result in an obligation for the Company’s possession relating Company or any Company Subsidiary to compliance report, investigate, remediate or otherwise respond to such releases in accordance with Environmental LawsLaw or that otherwise has resulted in or is reasonably likely to result in material liability to RemainCo under any Environmental Law.
(d) For purposes of this AgreementNeither the Company nor any Company Subsidiary has entered into any written agreement or incurred any legal obligation that may require it to pay to, “reimburse, or indemnify any other Person from or against material liabilities or costs in connection with any Environmental Laws” means any applicable FederalLaw, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining relating to the protection of human healthregistration, safety or the environmentlabeling, including without limitationgeneration, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇manufacture, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Actuse, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management transportation or disposal of biological agents or substances including medical or infectious wastesexposure to Hazardous Materials.
Appears in 1 contract
Environmental. Except as set forth in Schedule 2.20 or the Environmental Report:
(a) Neither the Company nor There is no Environmental Litigation (or any of its Subsidiaries (i) has received Litigation against any written notice with respect to the business ofPerson whose Liability, or properties owned any portion thereof, for Environmental Matters or leased by, under any Environmental Laws the Company or any of its the Subsidiaries from has or, to the Knowledge of the Company, any Governmental Entity or third party that remains outstanding alleging that of the Company Subsidiaries or any of its the Stockholders, may have retained or assumed contractually or by operation of Law) pending or, to the Knowledge of the Company, any of the Subsidiaries is not in compliance or any of the Stockholders, threatened with respect to (i) the ownership, use, condition or operation of the Business, the Real Property or any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business other asset of the Company or any of its the Subsidiaries which or any asset formerly held for use or sale by the Company or any of the Subsidiaries or any of their respective predecessors or any of their respective current or former subsidiaries, or (ii) any violation or alleged violation of or Liability or alleged Liability under any Environmental Law or any Order related to Environmental Matters. To the Knowledge of the Company, any of the Subsidiaries or any of the Stockholders, there have been and there are no existing violations of (i) any Environmental Law, or (ii) any Order related to Environmental Matters, with respect to the ownership, use, condition or operation of the Business, the Real Property or any other asset of the Company or any of the Subsidiaries or any asset formerly held for use or sale by the Company or any of the Subsidiaries or any of their respective predecessors or any of their respective current or former subsidiaries. To the Knowledge of the Company, any of the Subsidiaries or any of the Stockholders, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, any Environmental Matter, that could reasonably be expected to form the basis of (i) any Environmental Litigation against the Company or any of the Subsidiaries, or (ii) any Litigation against any Person whose Liability (or any portion thereof) for Environmental Matters or under any Environmental Laws the Company or any of the Subsidiaries has or may have retained or assumed contractually or by operation of Law. To the Knowledge of the Company, any of the Subsidiaries or any of the Stockholders, none of the Company, any of the Subsidiaries or any of their respective predecessors or any of their respective current or former subsidiaries nor anyone Known to the Company, any of the Subsidiaries or any of the Stockholders has used any assets or premises of the Company or any of the Subsidiaries or any of their respective predecessors or any of their respective current or former subsidiaries or any part thereof for the handling, treatment, storage, or disposal of any Hazardous Substances except in Material compliance with applicable Environmental Laws. The disclosure of facts set forth in Schedule 2.20 shall not relieve the Company, any of the Subsidiaries or any of the Stockholders of any of their respective obligations under this Agreement.
(b) To the Knowledge of the Company, any of the Subsidiaries or any of the Stockholders, no release, discharge, spillage or disposal of any Hazardous Substances has occurred or is occurring at any assets owned, leased, operated or managed by the Company or any of the Subsidiaries or any of their respective predecessors or any of their respective current or former subsidiaries or any part thereof while or before such assets were owned, leased, operated or managed by the Company or any of the Subsidiaries.
(c) To the Knowledge of the Company, any of the Subsidiaries or any of the Stockholders, no soil or water in, under or adjacent to any assets owned, leased, operated or managed, directly or indirectly, by the Company or any of the Subsidiaries or assets formerly held for use or sale by the Company or any of the Subsidiaries or, in either case, any of their respective predecessors or any of their respective current or former subsidiaries has been contaminated by any Hazardous Substance while or before such assets were owned, leased, operated or managed by the Company or any of the Subsidiaries or any of their respective predecessors or any of their respective current or former subsidiaries.
(d) To the Knowledge of the Company, any of the Subsidiaries or any of the Stockholders, all waste containing any Hazardous Substances generated, used, handled, stored, treated or disposed of (directly or indirectly) by the Company or any of the Subsidiaries or any of their respective predecessors or any of their respective current or former subsidiaries has been released or disposed of in compliance with all applicable reporting requirements under any Environmental Laws and there is no Environmental Litigation with respect to any such release remains unresolvedor disposal.
(e) To the Knowledge of the Company, any of the Subsidiaries or any of the Stockholders, all underground tanks and other underground storage facilities presently or previously located at any Real Property owned, leased, operated or managed by the Company or any of the Subsidiaries or any of their respective predecessors or any of their respective current or former subsidiaries or any such tanks or facilities located at any Real Property while such Real Property was owned, leased, operated, or managed by the Company or any of the Subsidiaries or any of their respective predecessors or any of their respective current or former subsidiaries are listed together with the capacity and contents (former and current) of each such tank or facility in Schedule 2.20. To the Knowledge of the Company, any of the Subsidiaries or any of the Stockholders, none of such underground tanks or facilities is leaking or has ever leaked, and none of the Company, any of the Subsidiaries or any of their respective current or former subsidiaries holds any responsibility or Liability for any underground tanks or underground facilities at any other location.
(f) To the Knowledge of the Company, any of the Subsidiaries or any of the Stockholders, all hazardous waste has been removed from all Real Property of the Company and each of the Subsidiaries and each of their respective predecessors and each of their respective current and former subsidiaries in Material compliance with applicable Environmental Laws.
(g) To the Knowledge of the Company, any of the Subsidiaries or any of the Stockholders, the Company, each of the Subsidiaries and each of their respective predecessors or any of their respective current or former subsidiaries has complied with all applicable reporting requirements under all Environmental Laws concerning the disposal or release of Hazardous Substances and none of the Company, any of the Subsidiaries or any of their respective predecessors or any of their respective current or former subsidiaries has made any such reports concerning any Real Property of the Company or any of the Subsidiaries or concerning the operations or activities of the Company, any of the Subsidiaries or any of their respective predecessors or any of their respective current or former subsidiaries.
(h) To the Knowledge of the Company, any of the Subsidiaries or any of the Stockholders, no building or other Improvement or any Real Property owned, leased, operated or managed by the Company or any of the Subsidiaries contains any asbestos-containing materials.
(i) To the Knowledge of the Company, any of the Subsidiaries or any of the Stockholders, without limiting the generality of any of the foregoing, (i) all on-site and off-site locations where the Company, any of the Subsidiaries or any of their respective predecessors or any of their respective current or former subsidiaries has disposed or arranged for the disposal of Hazardous Substances are identified in Schedule 2.20, (ii) none of the on-site or off-site locations identified in Schedule 2.20 is listed on any federal, state or local government lists of abandoned disposal sites or sites where Hazardous Substances have or may have occurred, and (iii) currently ownsno polychlorinated biphenyls ("PCB's") are used or stored on or in any real property owned, operates or leases or has formerly ownedleased, operated or leased managed by the Company, any premises that is listedof the subsidiaries or any of their respective predecessors or any of their respective current or former Subsidiaries, except in Material compliance with applicable Environmental Laws.
(j) Schedule 2.20 contains a correct and complete list of all environmental site assessments and other studies relating to the investigation of the possibility of the presence or existence of any Environmental Matter with respect to the Company’s knowledge, proposed for listingany of the Subsidiaries, on the National Priorities List Business, any assets owned, leased, operated or managed by the Comprehensive Environmental ResponseCompany, Compensation, and Liability Information System, both as maintained under any of the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), Subsidiaries or on any comparable state governmental lists, of their respective predecessors or (iv) has received written notification ofany of their respective current or former subsidiaries, and the Company has no knowledge of, any potential responsibility or liability previously delivered to Purchaser a correct and complete copy of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Laweach such assessment and study.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. Except as set forth on Section 7P of the Company Disclosure Letter, (ai) Neither to the Company’s knowledge, the Company and its Subsidiaries are in compliance with all Environmental Laws; (ii) to the Company’s knowledge, the Company and each of its Subsidiaries maintains and is in compliance with all permits, licenses and other authorizations that are required pursuant to Environmental Laws for the occupation of its facilities and the operation of its business as conducted on the Closing Date (“Environmental Permits”); (iii) none of the Company or its Subsidiaries has received any written notice or claim regarding any actual or alleged violation of Environmental Laws, any liabilities or potential liabilities arising under Environmental Laws or any liabilities or potential liabilities regarding any actual or alleged Release or threatened Release of a Hazardous Material into the indoor or outdoor environment, which notice or claim remains outstanding except as would not result in a Company Material Adverse Effect; (iv) neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Laws; (v) neither the Company nor its Subsidiaries own or operate any underground storage tanks; (vi) the Company has provided to Buyer copies of all material environmental assessments prepared since September 30, 2003, relating to the Company or any of its Subsidiaries to the extent the forgoing are in the possession of the Company or any of its Subsidiaries; (vii) there are no actions, suits, proceedings (including arbitration), orders or investigations pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries regarding any actual or alleged violation of Environmental Laws, any liabilities or potential liabilities arising under Environmental Laws or any liabilities or potential liabilities regarding any actual or alleged Release or threatened Release of a Hazardous Material into the indoor or outdoor environment, other than in each case as would not result in a Company Material Adverse Effect and (viii) neither the Company nor any of its Subsidiaries is subject to any order, decree or settlement agreement regarding (iA) has received any written notice with respect to the business ofactual or alleged violation of Environmental Laws, (B) any liabilities or properties owned potential liabilities arising under Environmental Laws or leased by, (C) any liabilities or potential liabilities regarding any actual or alleged Release or threatened Release of a Hazardous Material under which the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is has continuing obligations except as would not result in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) To the best of Sellers’ Knowledge, no real property currently or formerly owned or leased or used by the Company or any of its Affiliates (collectively, “Real Property”) 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 (each, a “Third Party”) or of the Sellers evaluating whether any remedial action is necessary to respond to any release of any Hazardous Substance, pollutant or contaminant on or in connection with such Real Property.
(b) To the best of Sellers’ Knowledge, the Business of the Company and its Affiliates are and at all times have been operated in compliance with all applicable Laws concerning the protection of the public health, public safety or the environment (“Environmental Laws”). To the best of Sellers’ Knowledge, none of the Company’s assets or properties are required to be upgraded or modified in order to comply with applicable Environmental Laws. Neither the Company nor any of its Subsidiaries Affiliates has ever received any claims or notices, oral or written, (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding (A) alleging that the Company or any of its Subsidiaries Affiliates is not in compliance with liable under any Laws governing pollution Environmental Law, or the protection of human health or the environment, (iiB) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of ordering the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates Affiliates to remedy or leases or has formerly owned, operated or leased any premises recommending that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant of its Affiliates remediate, any environmental damage to any Real Property or modify or upgrade its assets to comply with Environmental Laws, and (ii) to the provisions of (1) CERCLASellers’ Knowledge, no such claims or (2) any similar Federal, state, local, foreign notices are threatened or other Environmental Law.
(b) The Company pending and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and there are in compliance with such permits, except where the failure to obtain no facts or comply with any such Permit circumstances that would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, give rise to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, claim or in the aggregate, reasonably be expected to have a Company Material Adverse Effectnotice.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities Except in the Company’s possession relating to compliance with applicable Environmental Laws, to the Sellers’ Knowledge there has been no release or threatened release of any Hazardous Substance, pollutant or contaminant to any soil, groundwater, surface water, building component, wastewater, air or other media: (i) on or from any Real Property during the ownership, occupation or use of such Real Property by the Company or any of its Affiliates, or at or from any other location where the Company or any of its Affiliates arranged for the storage, treatment, disposal or handling of any Hazardous Substance, pollutant or contaminant, or (ii) by the Company or any of its Affiliates on any other real property.
(d) For purposes Except as set forth on Schedule 4.10(d), there are no and have not been any underground storage tanks, above-ground storage tanks, underground piping (except for water or sewer), asbestos-containing materials, polychlorinated biphenyls or Hazardous Substances used, stored, treated or disposed of this Agreementat any Real Property.
(e) Schedule 4.10(f) lists all environmental audits, assessments or reports and any other written information concerning the Company’s actual or potential liability under any Environmental Law (collectively, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect Reports”) in the jurisdiction in which possession or control of the applicable site Sellers or premises are locatedany of their Affiliates, pertaining to the protection of human healthincluding, safety or the environment, including without limitation, all Phase I, II and III environmental assessment reports with respect to the following statutes and all regulations promulgated thereunder: CERCLA; Real Property in the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state possession or local statute of similar effect; and any Laws relating to protection control of the environment which regulate Sellers or any of their Affiliates. A true and complete copy of each Environmental Report listed on Schedule 4.10(f) has previously been delivered by the management or disposal of biological agents or substances including medical or infectious wastesCompany to the Buyer.
Appears in 1 contract
Sources: Limited Liability Interest Purchase Agreement (Artesian Resources Corp)
Environmental. (a) Neither except for any matters that, individually or in the Company nor any of its Subsidiaries aggregate, would not have a Material Adverse Effect on Concentric:
(i) has received all operations of Concentric have been conducted, and are now in compliance with all Environmental Laws;
(ii) Concentric is in possession of, and in compliance with, all permits, authorizations, certificates, registrations, approvals and consents necessary under Environmental Laws to own, lease and operate its properties and to conduct its business as it is now being conducted or as proposed to be conducted (collectively the "Environmental Permits"); and
(iii) Concentric is not aware of, or is subject to:
(A) any Environmental Laws which require or may require any work, repairs, construction, change in business practices or operations, or expenditures, including capital expenditures for facility upgrades, environmental investigation and remediation expenditures, or any other such expenditures;
(B) any written demand or written notice with respect to the business ofbreach of or liability under any Environmental Laws applicable to Concentric, including any regulations respecting the use, storage, treatment, transportation or properties owned disposition (including disposal or leased byarranging for disposal) of Hazardous Substances;
(C) any written demand or written notice with respect to liability, the Company by contract or operation of applicable Laws, under Environmental Laws applicable to Concentric or any current or former subsidiary or any of its Subsidiaries from predecessor entities, divisions or any formerly owned, leased or operated properties or Assets of the foregoing, including liability with respect to the presence, release or discharge of Hazardous Substances; or
(D) any changes in the terms or conditions of any Environmental Permits or any renewal, modification, revocation, re-issuance, alteration, transfer or amendment of such Environmental Permits, or any review by, or approval of, any Governmental Entity of such Environmental Permits that are required in connection with the execution or third party that remains outstanding alleging that delivery of this Agreement, the Company consummation of the transactions contemplated hereby or the continuation of the Business following such consummation;
(iv) Concentric has not conducted the Business or used any of its Subsidiaries is not the Assets or permitted them to be conducted or used, to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance with any Laws governing pollution all applicable judgments, decrees, orders, injunctions, rules, statutes and regulations of all courts, arbitrators or the protection of human Governmental Entities, including all environmental, health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, safety statutes and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect regulations and, to the Company’s best of Concentric's knowledge, neither has any lessee or prior owner of any of the Assets or any other Person;
(v) Concentric, the Business and the Assets and the uses to which its Assets have been put and the state of maintenance and repair thereof comply in all material respects with all applicable Laws, judgments, decrees, orders, injunctions, rules and regulations of all Governmental Entities, courts or arbitrators, including all environmental, health and safety statutes and regulations and fire and building codes and standards;
(vi) Concentric has not received any notices of any contravention of, or demands or requests for, repairs or other remedial work with respect to any of its assets under any statutes, bylaws, ordinances, rules or regulations of any Government Authority or arising from the use of any of its Assets, or the occupation or use of any premises owned, leased or utilized by Concentric or relating to the location, size, configuration, state of repairs, design or construction of, or defects in any of these premises;
(vii) Concentric is not subject to any judicial or administrative proceeding alleging the violation of any applicable Environmental Laws, health or safety laws or other statutes and regulations, judgments, decrees, orders, injunctions, or rules;
(viii) Concentric is not the subject of investigation by any Governmental Entity evaluating whether any remedial action is needed to respond to a release of any Hazardous Substance into the environment nor has any Hazardous Substance been released into the environment, or disposed of, at, on, or near any property used or previously used by Concentric as a result of the conduct of the Business or otherwise, except as permitted by the laws or regulations enforced at the relevant time and Concentric does not have any contingent liability in connection with the release of any Hazardous Substance or contaminant or other substance into the environment; and
(ix) Concentric has not filed any notice under any applicable Environmental Laws, health or safety laws, other statutes or regulations, judgments, decrees, orders or injunctions, indicating past or present treatment, storage, or disposal of a Hazardous Substance or constituent, or other substance into the environment, and, to the best of the knowledge of Concentric, there are no pending orders or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession directions relating to compliance environmental matters requiring any work, repairs or capital expenditures with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining respect to the protection of human health, safety Assets or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.Business;
Appears in 1 contract
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (Except as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, singly or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits :
(a) The operations and activities of the Issuer and each of its Subsidiaries are and have at all times been in compliance with all Environmental Laws and Regulations.
(b) The Issuer and each of its Subsidiaries have obtained and are in full force and effect andcompliance in all material respects with all requirements, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure licenses and other authorizations which are required with respect to have any such Permit would notits operations, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectunder all applicable Environmental Laws and Regulations.
(c) The Company previously has made available Issuer and each of its Subsidiaries are not subject to Parent copies any civil, criminal, administrative or other action, suit, demand, claim, hearing, notice of all environmental site assessments prepared by violation, proceeding, investigation, notice or demand pending, received, or threatened pursuant to any person, and permits required under applicable Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental LawsRegulations, which has not been abated.
(d) For purposes Neither the Issuer nor any of this Agreement, “Environmental Laws” means its Subsidiaries have received any written notification asserting any alleged liability or obligation under any applicable FederalEnvironmental Laws and Regulations with respect to the Release or threatened Release of any Hazardous Materials at any real property now or previously owned, state leased, operated or local Lawsutilized by the Issuer or any of its Subsidiaries, in each case as amended and in effect there are no conditions or circumstances that could reasonably be expected to result in the jurisdiction receipt of such written notification.
(e) No Hazardous Materials have been Released at, on, under or from any property currently owned, operated or previously owned or operated by the Issuer or any of its Subsidiaries in violation of Environmental Laws and Regulations or in a manner that could give rise to any liability under Environmental Laws and Regulations, or for which the remedial or corrective action may be required under applicable site or premises are located, pertaining Environmental Laws and Regulations.
(f) The Issuer and its Subsidiaries have provided to the protection Purchasers true and complete copies of human health, safety or the environment, including without limitation, the following statutes all internal and external environmental audits and studies and all regulations promulgated thereunder: CERCLA; correspondence on substantial environmental matters in the Emergency Planning possession or control of and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection the properties or operations of the environment which regulate Issuer and its Subsidiaries.
(g) The representations and warranties made in this Section 5.10 are the management or disposal of biological agents or substances including medical or infectious wastesexclusive representations and warranties relating to environmental matters made to the Purchasers by the Issuer.
Appears in 1 contract
Sources: Securities Purchase Agreement (Abraxas Petroleum Corp)
Environmental. (a) The Company and each of its subsidiaries is, and since July 1, 2013, has been, in compliance in all material respects with all applicable Environmental Laws.
(b) The Company and its subsidiaries have duly obtained, maintain, and are in compliance, in all material respects with, all material Approvals required under applicable Environmental Laws, and all such Approvals are valid and in good standing, and there is no action pending or, to the Knowledge of the Company, threatened to revoke, cancel, modify, suspend or terminate any such Approval.
(c) Neither the Company nor any of its Subsidiaries (i) subsidiaries has received any written notice of any Order relating to or arising under Environmental Laws that is outstanding or unresolved and there is no pending or, to the Knowledge of the Company, threatened Action relating to any actual or alleged material violation of or material liability under Environmental Laws or with respect to the business ofRelease, disposal, transportation, spill, cleanup, investigation or properties owned or leased by, other discard of Hazardous Materials.
(d) Neither the Company nor its subsidiaries has Released or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used arranged for the business disposal or treatment of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises Hazardous Materials in a manner that is listed, or would reasonably be expected to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary give rise to material liabilities pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other applicable Environmental Law.
(be) To the Knowledge of the Company, there is not on, in, under or from any Company Real Property: (i) any leaking underground storage tanks; (ii) any asbestos-containing materials or lead-based paint that must be removed or abated under applicable Environmental Laws; (iii) any landfills, dumps or surface impoundments used to treat or dispose of Hazardous Materials; or (iv) any other Hazardous Material that would reasonably be expected to give rise to material liabilities pursuant to any applicable Environmental Law.
(f) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously subsidiaries has made available to Parent copies of all material environmental site assessments prepared assessments, environmental reports, environmental audits and other material environmental documents in its possession or under its reasonable control related to any non-compliance by the Company or its subsidiaries, in any personmaterial respect, and permits required under since July 1, 2013 or that is currently outstanding or unresolved with Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environmentenvironmental condition of any real property that the Company or its subsidiaries currently or formerly have owned, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇operated or leased.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither Except as set forth on Schedule 3.12(a) of the Disclosure Schedule:
(i) to the knowledge of the Seller, the Company and the Subsidiaries are in compliance with all applicable Environmental Laws, except for such noncompliance as would not result in a Material Adverse Effect on the Company;
(ii) to the knowledge of the Seller, neither the Company nor any of its Subsidiaries (i) Subsidiary has received generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced, or processed any written notice Hazardous Material or any solid waste, except in compliance with respect all applicable Environmental Laws, except for such noncompliance as would not result in a Material Adverse Effect on the Company, nor to the business ofknowledge of the Seller, has there been a Release or properties owned or leased by, Threat of Release (each as hereinafter defined) for which the Company or any of its Subsidiaries from had an obligation to report to a Governmental Entity pursuant to any applicable Environmental Law, except for such Releases or Threats of Release as would not result in a Material Adverse Effect on the Company;
(iii) to the knowledge of the Seller, as of the date of this Agreement, no Lien has been imposed on any currently owned assets of the Company or any Subsidiary by any Governmental Entity at the federal, state, or third party that remains outstanding local level in connection with the presence of any Hazardous Material;
(iv) neither the Company nor any Subsidiary has (A) as of the date of this Agreement, entered into or been subject to any Order with respect to Environmental Laws, except for such Orders as to which the Company or its Subsidiaries have resolved all obligations required of the Company or its Subsidiaries (as the case may be) pursuant to said Order; (B) as of the date of this Agreement, received any notice under the citizen suit provision of any Environmental Law alleging that the Company or any of its Subsidiaries is not are in compliance with violation of said Environmental Law or otherwise liable under said Environmental Law, except for notices related to violations or liabilities that have been fully and finally resolved; or (C) as of the date of this Agreement, received any Laws governing pollution written request for information, notice, demand letter, administrative demand, or the protection of human health formal complaint or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property claim alleging that is used for the business of the Company or any of its Subsidiaries which release remains unresolvedare in violation of or liable under any Environmental Law, except for violations or liabilities that have been fully and finally resolved; and
(iiiv) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, Company and the Company has no knowledge ofSubsidiaries have currently in effect, any potential responsibility or liability in the name of the Company or any Subsidiary pursuant to the provisions of (1) CERCLArespective Subsidiary, or (2) any similar Federalas the case may be, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitswith, except where all Permits required for the failure operation and conduct of the Business, pursuant to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permitsapplicable Environmental Laws, except where the failure to have any or be in compliance with such Permit Permits would not, individually, or in the aggregate, reasonably be expected to not have a Company Material Adverse EffectEffect on the Company or its Subsidiaries.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(db) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; terms have the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.following meanings:
Appears in 1 contract
Environmental. (a) Neither To the Company nor any knowledge of its Asanko, except as is set out in the Asanko Disclosure Letter, each of Asanko and the Asanko Subsidiaries and their respective businesses, operations and properties:
(i) is in material compliance with all Environmental Laws and all terms and conditions of all Environmental Approvals;
(ii) has not received any written order, request or notice with respect from any Person alleging a material violation of any Environmental Law;
(iii) (i) is not a party to any litigation or administrative proceeding, nor so far as it knows is any litigation or administrative proceeding threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Law, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the business ofEnvironmental Release of any Hazardous Substances, or properties owned (3) asserts or leased byalleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Company or Environmental Release of any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentHazardous Substances, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, of any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as conditions existing currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, which could reasonably be expected to have subject it to damages, penalties, injunctive relief or cleanup costs under any Environmental Law or which require or are likely to require cleanup, removal, remedial action or other response by it pursuant to applicable Environmental Laws; and (iii) is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Laws and has not been named or listed as a Company Material Adverse Effect. All potentially responsible party by any Governmental Entity in a matter arising under any Environmental Law;
(iv) is not involved in operations and does not know of any facts, circumstances or conditions, including any Environmental Release of Hazardous Substances, that would reasonably be expected to result in any material environmental liabilities;
(v) Asanko and the Asanko Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses, as currently operated, and the ownership and use including rehabilitation of their respective assets, all such permits Environmental Approvals are in full force and effect andeffect, and neither Asanko nor any of the Asanko Subsidiaries has received any notification from any Governmental Entity pursuant to the Company’s knowledgeany Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vi) there are no pending changes in the status, terms or threatened claims that seek conditions of any Environmental Approvals held by Asanko or any of the Asanko Subsidiaries, or any renewal, modification, revocation, cancellationreassurance, suspension alteration, transfer, restriction or any adverse modification amendment of any such permits, except where the failure to have any such Permit would not, individuallyEnvironmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the aggregateexecution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Asanko or any of the Asanko Subsidiaries following the Effective Date;
(vii) Asanko and the Asanko Subsidiaries have made available to PMI all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(viii) to the knowledge of Asanko, none of Asanko and the Asanko Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by result in material liability under any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. Except as disclosed in the Questionnaires as amended and supplemented through the date of Closing:
(a1) Neither None of the Company Properties nor any of its Subsidiaries the Lessee Parties are in violation of, or subject to, any pending or, to Lessee's actual knowledge, threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws which violation, investigation or inquiry would have a Material Adverse Effect, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to any of the Properties;
(i2) All permits, licenses or similar authorizations required to construct, occupy, operate or use any buildings, improvements, fixtures and Equipment forming a part of or located at any of the Properties by reason of any Environmental Laws have been obtained, or are pending, and Borrower has no reason to believe that such permits, licenses or similar authorizations that are pending will not be issued in due course, except where such failure to obtain any permit, license or authorization would not have a Material Adverse Effect;
(3) Since the initial acquisition by and during the ownership and/or occupancy of the Properties by Lessee, and to Lessee's knowledge prior to such acquisition and ownership, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Properties, except in Permitted Amounts;
(4) None of the Properties contain Hazardous Materials, except in Permitted Amounts, and all USTs located on or about the Properties or which constitute any portion of the Equipment, if any, are in full compliance with all Environmental Laws, except where such noncompliance would not have a Material Adverse Effect; SCS Finance I, L.P.
(5) To Borrower's knowledge, there is no threat of any Release migrating to any of the Properties in excess of Permitted Amounts;
(6) Since the initial acquisition by and during the ownership and/or occupancy of the Properties by Lessor, Lessee, and to Lessee's knowledge prior to such acquisition and ownership there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Properties, except where such noncompliance would not have a Material Adverse Effect;
(7) None of the Lessee Parties has received any written notice with respect or other communication from any person or entity (including but not limited to the business ofa Governmental Authority) relating to any Release of Hazardous Materials in excess of Permitted Amounts, or properties owned USTs or leased byRemediation thereof, possible liability of any person or entity pursuant to any Environmental Law, other Environmental Conditions in connection with any of the Company Properties or Equipment, or any actual or potential administrative or judicial proceedings in connection with any of its Subsidiaries the foregoing;
(8) All information known to any of the Lessee Parties or contained in the files of any of the Lessee Parties relating to any existing Environmental Condition or Releases of Hazardous Materials in, on, under or from any Governmental Entity of the Properties, other than in Permitted Amounts, has been provided to Lessor, including, without limitation, information relating to all prior Remediation;
(9) All of the Properties are free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"); and none of the Lessee Parties has allowed any tenant or third party that remains outstanding alleging that the Company or other user of any of its Subsidiaries is not in compliance with the Properties or Equipment to do any Laws governing pollution act on the Properties or Equipment Premises that materially increased the protection of dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (iiwhether that person or entity on or off any of the Properties), impaired the value of any of the Properties or Equipment in any material respect, is contrary to any requirement of any insurer, constituted a public or private nuisance, or violated any covenant, condition, agreement or easement applicable to any of the Properties, except where such violation did not have a Material Adverse Effect on the Premises; and
(10) has caused The information and disclosures in the Questionnaires, as amended or supplemented through the date of Closing, are true, correct and complete in all material respects, and the person or persons executing the Questionnaires and any “release” amendments or supplements thereto were duly authorized to do so; and
(11) Each of a “hazardous substance” the Lessee Parties is in compliance with the requirements of 40 C.F.R. Section 280 Subpart H - Financial Responsibility (or equivalent state law or regulation) with respect to all petroleum underground storage tanks or storage tank systems (as those terms are defined in under 40 C.F.R. Section 280.12 or equivalent state law or regulation) owned or operated by any of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity Lessee Parties or located on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsProperties, except where the failure to obtain or comply with any such Permit noncompliance would not, individually, or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Master Lease (Alon USA Energy, Inc.)
Environmental. (a) Neither the Company nor any of its Subsidiaries ENVIRONMENTAL DISCLOSURE. Holdings will deliver to Administrative Agent and Lenders:
(i) has received as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any written notice with respect to the business ofkind or character, or properties owned or leased by, the Company whether prepared by personnel of Holdings or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any Facility or with respect to any known Environmental Claims;
(ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Holdings or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect, and (3) Holdings or Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws;
(iii) as soon as practicable following the sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of any and all material written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any Governmental Entity or third party governmental agency that remains outstanding alleging that the Company suggests such agency is investigating whether Holdings or any of its Subsidiaries is not may be potentially responsible for any Hazardous Materials Activity that has a reasonable possibility of giving rise to a Material Adverse Effect;
(iv) prompt written notice describing in compliance with reasonable detail (1) any Laws governing pollution proposed acquisition of stock, assets, or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company by Holdings or any of its Subsidiaries which release remains unresolved, that could reasonably be expected to (iiiA) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company expose Holdings or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by to, or result in, Environmental Law necessary Claims that could reasonably be expected to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitshave, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are Effect or (B) affect the ability of Holdings or any of its Subsidiaries to maintain in full force and effect and, all material Governmental Authorizations required under any Environmental Laws for their respective operations and (2) any proposed action to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension be taken by Holdings or any adverse modification of any such permits, except where the failure its Subsidiaries to have any such Permit would not, individually, or modify current operations in the aggregate, a manner that could reasonably be expected to have a Company Material Adverse Effect.subject Holdings or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and
(cv) The Company previously has made available with reasonable promptness, such other documents and information as from time to Parent copies of all environmental site assessments prepared time may be reasonably requested by Administrative Agent in relation to any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating matters disclosed pursuant to compliance with Environmental Lawsthis Section 5.9(a).
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. Except for any matters that, individually or in the aggregate, would not have or would not reasonably be expected to have a Company Material Adverse Effect:
(a) Neither all facilities and operations of the Company and its Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws;
(b) the Company and its Subsidiaries are in possession of, and in compliance with, all Environmental Permits that are required to own, lease and operate the Property and Mineral Rights and to conduct their respective business as they are now being conducted;
(c) no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of the Company and its Subsidiaries and, to the knowledge of the Company, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business;
(d) neither the Company nor any of its Subsidiaries is subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures;
(ie) has received any written notice with respect to the business ofknowledge of the Company, there are no changes in the status, terms or properties owned or leased by, conditions of any Environmental Permits held by the Company or any of its Subsidiaries from or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Entity of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or third party that remains outstanding alleging that delivery of this Agreement, the Company or any consummation of its Subsidiaries is not in compliance with any Laws governing pollution the transactions contemplated herein or the protection continuation of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolvedfollowing the Effective Date;
(f) the Company and its Subsidiaries have made available to Kinross all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and
(iiig) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary are not subject to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsany past or present fact, except where the failure to obtain condition or comply with any such Permit would not, individually, or in the aggregate, circumstance that could reasonably be expected to have a Company Material Adverse Effect. All such permits are result in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or liability under any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. Each of the Company and the Subsidiaries and their respective businesses, operations, and properties:
(a) Neither has obtained and currently holds all Permits (each, an “Environmental Permit”) which are required under all Environmental Laws, except where the Company nor any absence of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is same would not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of aggregate reasonably be expected to result in a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.Material Adverse Effect;
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are is in compliance with such permitsall Environmental Laws and all terms and conditions of all Environmental Permits, except where the failure to obtain or comply with any such Permit be in compliance would not, individually, or not in the aggregate, aggregate reasonably be expected to have result in a Company Material Adverse Effect. All ;
(c) has not received any written order, request or notice from any Person alleging a violation of any Environmental Laws or Environmental Permits, except where any such permits are order, request or notice would not in full force and effect andthe aggregate reasonably be expected to result in a Material Adverse Effect;
(d) except where the same would not in the aggregate reasonably be expected to result in a Material Adverse Effect: (i) is not a party to any litigation or administrative proceeding, nor so far as it is aware, is any litigation or administrative proceeding threatened against it or its property or assets, which in either case (A) asserts or alleges that it violated any Environmental Laws; (B) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Company’s knowledgeRelease of any Hazardous Substances; or (C) asserts or alleges that it is required to pay all or a portion of the cost of any past, there present or future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances; (ii) is not aware of any conditions existing currently or likely to exist which could reasonably be expected to subject it to damages, penalties, injunctive relief or clean up costs under any Environmental Laws or which require or are no pending likely to require clean up, removal, remedial action or threatened claims that seek other response action pursuant to applicable Environmental Laws by it; and (iii) is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Authority in a matter arising under any Environmental Laws;
(e) has not used, owned, operated, occupied or managed, had charge of or control over, now or in the revocationpast, cancellation, suspension any Real Property or any adverse modification real property formerly used by the Company or any Subsidiary (such real property, together with the Real Property, being the “Occupied Property”) that is not free of contamination from any Hazardous Material, except for such permitscontamination that could not reasonably be expected to adversely impact the value or marketability of the Occupied Property and which could not reasonably be expected to result in liabilities under Environmental Laws, except where the failure to have any such Permit same would not, individually, or not in the aggregate, aggregate reasonably be expected to have result in a Company Material Adverse Effect;
(f) has not caused, suffered or permitted to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of the Occupied Property contrary to any Environmental Laws, which has not been remediated or dealt with in compliance with Environmental Laws, or does not require remediation to be in compliance with Environmental Laws, except where the same would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect; and
(g) is not involved in operations or knows of any facts, circumstances or conditions, involving any Release of Hazardous Material, that could reasonably be expected to result in any liabilities under Environmental Laws, except where the same would not in the aggregate reasonably be expected to result in a Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Support Agreement (Nucor Corp)
Environmental. (a) The Company and its Subsidiaries are, and since January 1, 2019 have been in compliance with all applicable Environmental Laws, including possessing and complying with all material Company Permits required for their operations under applicable Environmental Laws, except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole;
(b) There is no pending or, to the Knowledge of the Company, threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries that would reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole;
(c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has received written notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved, except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole;
(d) Neither the Company nor any of its Subsidiaries is a party or subject to any Order pursuant to Environmental Law, except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole;
(ie) There have been no Releases caused by the actions of the Company or its Subsidiaries at, in, on, from, to or underneath any of the Owned Real Property or Leased Real Property or, to the Knowledge of the Company, caused by the actions of any other Person (including predecessors-in-interest) at, in, on, from, to or underneath such real properties, that has received any written notice caused environmental contamination at such real properties that is reasonably likely to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law that would be material to the Company and its Subsidiaries, taken as a whole, or result in material liability with respect to the business of, or properties owned or leased by, such environmental contamination pursuant to applicable Environmental Law;
(f) Neither the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or nor any of its Subsidiaries is not in compliance with subject to any Laws governing pollution claim or Action relating to an indemnity it has provided relating to Environmental Laws, or a liability it has expressly assumed or undertaken relating to Environmental Laws, including any corrective, investigatory or remedial obligation of any other Person, pursuant to a written agreement for the protection sale of human health any real property, Subsidiary or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.)business, in excess of a reportable quantity on any property each case that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect. All such permits are in full force and effect and, material liability to the Company’s knowledgeCompany and its Subsidiaries, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have taken as a Company Material Adverse Effect.whole;
(cg) The Company previously has made available provided to Parent complete and correct copies of all Phase I environmental site assessments prepared by any personassessments, Phase II environmental site assessments, and permits required under Environmental Laws and all other material correspondence with Governmental Entities similar investigations relating to actual or potential impacts to environmental media as a result of Releases of Hazardous Materials, relating to the facilities that are currently owned or operated by the Company or its Subsidiaries, in each case in the Company’s possession relating to compliance with Environmental Laws.or reasonable control, prepared since January 1, 2019; and
(dh) For purposes To the Knowledge of this Agreementthe Company, “neither the Company nor any of its Subsidiaries is required by any Environmental Laws” means Law, as a result of the transactions set forth herein and contemplated hereby, (i) to perform a site assessment for Hazardous Materials, (ii) to remove or remediate Hazardous Materials or (iii) to give notice to or receive approval from any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining Governmental Authority pursuant to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and New Jersey Industrial Site Recovery Act, 42 U.S.C. § 6901 N.J.S.A 13:1K-6 et seq.; . or the Federal Water Pollution Control Connecticut Transfer Act, 33 U.S.C. Conn. Gen. Stat. §§ 1251 et seq22a-134 – 134e.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2014, no written notice, claim, demand, request for information, order, complaint or penalty has been received by the Company nor or any of its Subsidiaries (i) has received any written notice with respect Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, “to the Knowledge of the Company, threatened which allege a violation of or liability under any applicable Environmental Laws, in each case relating to the Company or any of its Subsidiaries, (b) except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2014, the Company and each of its Subsidiaries has been in compliance with all applicable Environmental Laws; (c) except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries has all environmental permits, licenses and other approvals to the operations of the business ofof the Company and its Subsidiaries, and since January 1, 2014 has maintained all financial assurances, necessary for its operations to comply, in all respects, with all applicable Environmental Laws and is, and since January 1, 2014, to the Knowledge of the Company, has been, in compliance with the terms of such permits, licenses and other approvals, (d) to the Knowledge of the Company, no Hazardous Material is located at, on or properties owned under any property currently owned, operated or leased by, by the Company or any of its Subsidiaries from that would reasonably be expected to give rise to any Governmental Entity cost, liability or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business obligation of the Company or any of its Subsidiaries which release remains unresolvedunder any applicable Environmental Laws other than costs, liabilities or obligations related to asset retirement obligations incurred or anticipated to be incurred pursuant to Environmental Laws or costs liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (iiie) currently ownsto the Knowledge of the Company, operates or leases or January 1, 2014, no Hazardous Material has formerly been generated, owned, operated treated, stored, handled or leased controlled by the Company or any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, of its Subsidiaries and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act transported by (“CERCLA”), or on any comparable state governmental lists, or (ivbehalf of) has received written notification of, and the Company has no knowledge ofor any of its Subsidiaries to or Released at any location in a manner that would reasonably be expected to give rise to any cost, any potential responsibility liability or liability obligation of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by under any applicable Environmental Law necessary Laws that would reasonably be expected to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitshave, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Backstop Commitment Agreement (Chaparral Energy, Inc.)
Environmental. (a) Neither Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(i) since January 1, 2016, the Company nor and its Subsidiaries have been and are in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations as currently conducted under applicable Environmental Laws;
(ii) (A) there is no pending or, to the Knowledge of the Company, threatened Proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries Subsidiaries; (iB) has received any written notice with respect to the business of, or properties owned or leased by, none of the Company or any of its Subsidiaries has received notice or a request for information from any Person, including any Governmental Entity or third party that remains outstanding Authority, alleging that the Company or any of its Subsidiaries has been or is not in compliance with actual or potential violation of any Laws governing pollution applicable Environmental Law or the protection of human health otherwise may be liable under any applicable Environmental Law, which violation or the environment, liability is unresolved; and (iiC) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business none of the Company or any of its Subsidiaries which release remains unresolved, is a party or subject to any Order pursuant to Environmental Law that is currently in effect;
(iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has there have been no knowledge of, any potential responsibility or liability Releases of Hazardous Materials by the Company or any Subsidiary of its Subsidiaries (and, to Knowledge of the Company, Releases of Hazardous Materials have not otherwise occurred) at, on, under or from any location that have resulted in or are reasonably likely to result in an obligation by the Company or any of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the provisions Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and
(1iv) CERCLAneither the Company nor any of its Subsidiaries has entered into any written agreement or incurred any legal obligation that would reasonably be expected to require it to pay to, reimburse, or (2) indemnify any similar Federal, state, local, foreign other Person from or other against liabilities or costs arising in connection with or pursuant to Environmental Law, or relating to impacts on human health or the environment arising from the generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials.
(b) The Company and each has delivered or otherwise made available for inspection to the Parent copies of any reports, investigations, audits, assessments (including Phase I or II environmental assessments), studies or other material documents in the possession of or reasonably available to the Company or any of its Subsidiaries has obtained all permits required pertaining to: (i) any unresolved claims arising under or relating to any Environmental Law; or (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectits Subsidiaries.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Merger Agreement (Corindus Vascular Robotics, Inc.)
Environmental. (a) Neither Except as to matters that would not reasonably be expected to have, individually or in the Company nor aggregate, a Material Adverse Effect, since January 1, 2019, no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of its Subsidiaries the Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened in writing which allege a violation of or liability under any applicable Environmental Laws, in each case relating to any of the Debtors, (ib) except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Debtor has received any written notice with respect and maintained in full force and effect, all permits, licenses and other approvals required under applicable Environmental Law, in each case to the business ofextent necessary for its operations to comply with all applicable Environmental Laws and is, or properties owned or leased byand since January 1, 2019, to the Company or any Knowledge of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not Company, has been, in compliance with any Laws governing pollution or the protection terms of human health or the environmentsuch permits, licenses and other approvals and with all applicable Environmental Laws, (iic) has caused any “release” to the actual knowledge of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental ResponseCompany, Compensationno Hazardous Material is located at, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on or under any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased by any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company Debtors that would reasonably be expected to give rise to any cost, liability or obligation of any Subsidiary of the Debtors under any applicable Environmental Laws, other than costs, liabilities or obligations related to asset retirement obligations incurred or anticipated to be incurred pursuant to the provisions of (1) CERCLAEnvironmental Laws or costs, liabilities or (2) any similar Federalobligations that would not reasonably be expected to have, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, a Material Adverse Effect, and (d) since December 31, 2019, no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of the Debtors, and no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andgive rise to any cost, to the Company’s knowledge, there are no pending liability or threatened claims that seek the revocation, cancellation, suspension or any adverse modification obligation of any such permitsof the Debtors under any applicable Environmental Laws other than costs, except where the failure liabilities, or obligations related to have any such Permit asset retirement obligations incurred or anticipated to be incurred pursuant to Environmental Laws or costs, liabilities or obligations that would notreasonably be expected to have, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies . Notwithstanding the generality of all environmental site assessments prepared by any person, other representations and permits required under Environmental Laws and all other material correspondence with Governmental Entities warranties in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means the representations and warranties in this Section 4.18 constitute the sole and exclusive representations and warranties in this Agreement with respect to any applicable Federalenvironmental, state health or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environmentmatters, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state arising under or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management Environmental Laws or disposal of biological agents or substances including medical or infectious wastesHazardous Materials.
Appears in 1 contract
Sources: Equity Purchase and Commitment Agreement (Hertz Corp)
Environmental. (a) Neither the Company nor Except for any of its Subsidiaries (i) has received any written notice with respect to the business ofmatters that, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, would not have or would not reasonably be expected to have a Company Material Adverse Effect. All such permits Effect and except as disclosed in Schedule 3.1(dd) of the Disclosure Letter or in the Company Public Documents:
(i) since November 16, 2021, and to the knowledge of the Company, prior to November 16, 2021, all facilities and operations of the Company and its Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws;
(ii) the Company and its Subsidiaries are in full force possession of, and, since November 16, 2021, and effect to the knowledge of the Company, prior to November 16, 2021, in compliance with, all Environmental Permits that are required to own, lease and operate the Company Mineral Interests and to conduct their respective business as they have been and are now being conducted and the Company is not aware of any reason any Environmental Permit required for the development and operation of the Company Mineral Interests as contemplated by the Company Technical Report would not be granted, as applicable;
(iii) no Environmental Liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of the Company and its Subsidiaries and, to the knowledge of the Company’s knowledge, there is no basis for any such Environmental Liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business;
(iv) neither the Company nor any of its Subsidiaries is subject to or has received notice of any proceeding, claim, application, order or directive from any Governmental Entity or third party which relates to environmental matters, and which may require any material work, repairs, construction or expenditures;
(v) to the knowledge of the Company, there are no pending changes in the status, terms or threatened claims that seek conditions of any Environmental Permits held by the Company or its Subsidiaries or any renewal, modification, revocation, cancellationreassurance, suspension alteration, transfer or any adverse modification amendment of any such permits, except where the failure to have any such Permit would not, individuallyEnvironmental Permits, or any review by, or approval of, any Governmental Entity of such Environmental Permits that are required in connection with the aggregateexecution or delivery of this Agreement, reasonably be expected to have a the consummation of the transactions contemplated herein or the continuation of the business of the Company Material Adverse Effect.or its Subsidiaries following the Effective Date;
(cvi) The the Company previously has made available to Parent copies of Hudbay all environmental site assessments prepared by any personmaterial audits, assessments, investigation reports, studies, plans, and permits required under Environmental Laws and all other material regulatory correspondence with Governmental Entities in respect to environmental matters relating to the Company and its Subsidiaries;
(vii) to the knowledge of the Company’s possession relating to , there has been no Release of Hazardous Substances at or from the Property except in material compliance with Environmental Laws.
(d) For purposes of this AgreementLaws and, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection knowledge of the environment which regulate Company, there are no Hazardous Substances present in, on or under, or migrating through soil, surface water, or groundwater from the management or disposal of biological agents or substances including medical or infectious wastesProperty.
Appears in 1 contract
Environmental. (a) Neither the The Company nor any of and its Subsidiaries are, and have been during the three (i) has received 3)–year period immediately preceding the date hereof, in material compliance with all applicable Environmental Laws, except for any written notice with respect failures to comply which are not material to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental LawBusiness.
(b) The Company and each of its Subsidiaries has obtained all permits required by are not subject to any outstanding order, consent, decree, claim, action or written notice from any Governmental Entity or third party regarding any actual or alleged violation of, or any liabilities or potential liabilities under, Environmental Law necessary Laws or related to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsthe presence or release of any Hazardous Substance, except where the failure to obtain for any orders, consents, decrees, claims, actions or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits notices which are in full force and effect and, not material to the Company’s knowledgeBusiness, there are no pending the Company or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effectits Subsidiaries.
(c) The To the Knowledge of the Seller, there are no Hazardous Substances present on, at, in or under any real property currently or formerly owned, leased or operated by the Company previously has made available to Parent copies of all environmental site assessments prepared or its Subsidiaries in quantities above those allowed by any person, and permits required under applicable Environmental Laws and all other for which the Company or its Subsidiaries is or may be responsible, except to the extent not material correspondence with Governmental Entities in to the Company’s possession relating to compliance with Environmental LawsBusiness, the Company or its Subsidiaries.
(d) For purposes To the Knowledge of this Agreementthe Seller, “neither the Company nor its Subsidiaries has expressly provided any indemnity for any known liability of any other person under any Environmental Laws” means , except for any applicable Federalindemnities which are not material to the Business, state the Company or local Lawsits Subsidiaries.
(e) To the Knowledge of the Seller, in each case as amended and in effect in the jurisdiction in there are no underground storage tanks or related piping for which the applicable site Company or premises are locatedits Subsidiaries is responsible at any Leased Real Property.
(f) To the Knowledge of Seller, pertaining the Company and its Subsidiaries do not have any environmental reports, studies, assessments or audits relating to environmental matters with respect to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Leased Real Property.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Stock Purchase Agreement (Volt Information Sciences, Inc.)
Environmental. Except as disclosed in the SEC Reports filed prior to the date of this Agreement:
(ai) Neither the Company nor any of its Subsidiaries (i) subsidiaries has received any written notice with respect of, or, to the business ofknowledge of the Company, is subject to, any pending or properties owned threatened action, cause of action, claim or leased by, the Company investigation alleging liability under or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in non-compliance with any Laws governing applicable federal, state or local laws or regulations relating to pollution or the protection of human health or the environmentenvironment ("Environmental Laws"), except for such actions, causes of action, claims or investigations which, individually or in the aggregate, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
(ii) To the knowledge of the Company, there has caused been no spill, discharge, leak, emission, injection, disposal, escape, dumping or release of any “release” kind (collectively, "Release") of a “any pollutants, contaminants, hazardous substance” substances, hazardous chemicals, toxic substances, hazardous wastes, infectious wastes, radioactive materials, materials, petroleum (as including without limitation crude oil or any fraction thereof) or solid wastes, including without limitation those terms are defined in the Comprehensive any Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.Law ("Hazardous Materials"), on, beneath, above or into any of the real property currently owned, leased or operated by the Company or any of its subsidiaries (collectively, the "Current Property") or any of the real property formerly owned, leased or operated by the Company or any of its subsidiaries (collectively, the "Former Property"), except for any Releases permitted by law or which have not had and are not reasonably likely to have, individually or in excess the aggregate, a Material Adverse Effect.
(iii) Neither of the Company nor any of its subsidiaries has been identified as a reportable quantity on potentially responsible party at a site listed in the National Priorities List.
(iv) To the knowledge of the Company, no Current Property or Former Property is or ever has been used by the Company or any property that is used for of its subsidiaries, or by any other person under the business control of the Company or any of its Subsidiaries which release remains unresolvedsubsidiaries, (iii) currently ownsfor the storage, operates disposal, generation, manufacture, refinement, transportation, production or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification treatment of any Hazardous Materials in such permits, except where the failure a manner as to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have require a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies permit under Section 3005 of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seqsec. 6925.;
(v) To the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection knowledge of the environment which regulate Company, (A) there are no underground storage tanks, injection well▇ ▇▇ landfills located on any of the management Current Property, and (B) there are no asbestos-containing materials or disposal polychlorinated biphenyls (PCBs) located on any of biological agents the Current Property in such form, quantities or substances including medical condition so as to create any material liability or infectious wastesobligation of the Company or any of its subsidiaries under any Environmental Laws.
Appears in 1 contract
Sources: Merger Agreement (Purina Mills Inc/)
Environmental. (a) Neither To the Company nor any knowledge of its K▇▇▇▇▇, except as is set out in the K▇▇▇▇▇▇ Disclosure Letter, each of K▇▇▇▇▇ and the K▇▇▇▇▇ Subsidiaries and their respective businesses, operations and properties:
(i) is in material compliance with all Environmental Laws and all terms and conditions of all Environmental Approvals;
(ii) has not received any written order, request or notice with respect from any Person alleging a material violation of any Environmental Law;
(iii) (i) is not a party to any litigation or administrative proceeding, nor so far as it knows is any litigation or administrative proceeding threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Law, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the business ofEnvironmental Release of any Hazardous Substances, or properties owned (3) asserts or leased byalleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Company or Environmental Release of any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentHazardous Substances, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, of any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as conditions existing currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, which could reasonably be expected to have subject it to damages, penalties, injunctive relief or cleanup costs under any Environmental Law or which require or are likely to require cleanup, removal, remedial action or other response by it pursuant to applicable Environmental Laws; and (iii) is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Laws and has not been named or listed as a Company Material Adverse Effect. All potentially responsible party by any Governmental Entity in a matter arising under any Environmental Law;
(iv) is not involved in operations and does not know of any facts, circumstances or conditions, including any Environmental Release of Hazardous Substances, that would reasonably be expected to result in any material environmental liabilities;
(v) K▇▇▇▇▇ and the K▇▇▇▇▇ Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses, as currently operated, and the ownership and use including rehabilitation of their respective assets, all such permits Environmental Approvals are in full force and effect andeffect, and neither K▇▇▇▇▇ nor any of the K▇▇▇▇▇ Subsidiaries has received any notification from any Governmental Entity pursuant to the Company’s knowledgeany Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vi) there are no pending changes in the status, terms or threatened claims that seek conditions of any Environmental Approvals held by K▇▇▇▇▇ or any of the K▇▇▇▇▇ Subsidiaries, or any renewal, modification, revocation, cancellationreassurance, suspension alteration, transfer, restriction or any adverse modification amendment of any such permits, except where the failure to have any such Permit would not, individuallyEnvironmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes execution or delivery of this Agreement, “Environmental Laws” means the consummation of the transactions contemplated herein or the continuation of the business and operations of K▇▇▇▇▇ or any applicable Federalof the K▇▇▇▇▇ Subsidiaries following the Effective Date;
(vii) K▇▇▇▇▇ and the K▇▇▇▇▇ Subsidiaries have made available to PMI all material audits, state or local Lawsassessments, in each case as amended investigation reports, studies, plans, regulatory correspondence and in effect in the jurisdiction in which the applicable site or premises are locatedsimilar information with respect to environmental, pertaining health and safety matters; and
(viii) to the protection knowledge of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community K▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § none of K▇▇▇▇▇ et seqand the K▇▇▇▇▇ Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in material liability under any Environmental Laws.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither The Contributed Operating Entities are and have been in material compliance with all applicable Environmental Laws, and no Contributors or Contributed Operating Entities have received any communication from any Governmental Authority or other party alleging that any Contributed Operating Entity or any facility owned, operated, or subject to development by any Contributed Operating Entity is not in material compliance with or has material liability under, or requesting any information pursuant to, applicable Environmental Laws, including any new source review requirements under the Company nor any Federal Clean Air Act or state analogue thereto, in each case except as would not reasonably be expected to, individually or in the aggregate (as to all of its Subsidiaries the Contributed Operating Entities), (i) has received any written notice with respect to as of the business ofdate hereof, result in damages in excess of $20,000,000, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.Closing Date have a LS MAE;
(b) The Company Each Contributed Operating Entity has obtained and each possesses all material Permits required under any Environmental Law, including all air emissions authorizations and allowances, wastewater and stormwater discharge authorizations, and water rights and use requirements (collectively, the “Environmental Permits”) necessary for the construction and operation of its Subsidiaries has obtained facilities or the conduct of its business, and all permits required by such Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending approval by any Governmental Authority and, to the Contributors’ knowledge, such approval will be forthcoming without significant modification, and the Contributed Operating Entities are in material compliance with such permits, except where all material terms and conditions of the failure to obtain or comply with any such Permit Environmental Permits and applications;
(c) Except as would not, individually, or in the aggregate, not reasonably be expected to have, individually or in the aggregate (as to all of the Contributed Operating Entities), (i) as of the date hereof, result in damages in excess of $20,000,000 or (ii) as of the Closing Date, have a Company Material Adverse Effect. All such permits are in full force and effect andLS MAE, there is no material Environmental Claim (i) pending or, to the Company’s Contributors’ knowledge, there are no pending threatened against any Contributed Operating Entity or threatened claims otherwise adversely affecting any real or personal property that seek any Contributed Operating Entity owns, leases or uses, in whole or in part, including any off-site facility used by any Contributed Operating Entity for the revocationtreatment, cancellation, suspension or any adverse modification storage and disposal of any such permits, except where the failure to have any such Permit Hazardous Material; and
(d) Except as would not, individually, or in the aggregate, not reasonably be expected to have, individually or in the aggregate (as to all of the Contributed Operating Entities), (i) as of the date hereof, result in damages in excess of $20,000,000 or (ii) as of the Closing Date, have a Company LS MAE, there has been no material Release by any Contributed Operating Entity of any Hazardous Material Adverse Effectthat has formed or would reasonably be expected to form the basis of (i) any material Environmental Claim against any Contributed Operating Entity or against any person whose liability for such claim the Contributed Operating Entities has or may have retained or assumed, either by operation of Law or by Contract, or (ii) any requirement pursuant to applicable Environmental Law on the part of any Contributed Operating Entity to undertake material Remedial Action.
(ce) The Company previously has No claims for indemnification have been made available with respect to Parent copies any Environmental Claims under the purchase and sale agreement or other acquisition agreement with respect to any Contributor acquisition of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental LawsContributed Operating Entity.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Plan of Merger, Contribution and Sale Agreement (Dynegy Inc /Il/)
Environmental. Except with respect to matters that (x) either have been fully resolved, provided, in each case, the Company and each Company Subsidiary has no outstanding liability or obligation pending and no liability is reasonably likely to arise in the future related to any resolved matter, (y) would not reasonably be expected to result in a material liability to the Company or the Company Subsidiaries, taken as a whole, or (z) as set forth in Schedule 4.18:
(a) Neither the Company nor any of its and the Company Subsidiaries (i) has received any written notice are in, and since December 31, 2015, have been in material compliance with respect all Environmental Laws applicable to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity their respective use or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business operation of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.Real Property;
(b) The there has been no Release by the Company and each of its or the Company Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where at the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andReal Property or, to the Company’s knowledgeKnowledge, there are no pending at any previously owned, leased or threatened claims operated real property, in each case, that seek requires cleanup or remediation by the revocation, cancellation, suspension Company or the Company Subsidiaries or has resulted in material liability to the Company pursuant to any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.Environmental Law;
(c) The neither the Company previously nor the Company Subsidiaries have (i) received written notice under the citizen suit provisions of any Environmental Law, (ii) received any written notice of violation, demand letter, complaint, citation, information request, notice of “potentially responsible party” liability, or claim under any Environmental Law or (iii) been subject to or, to the Company’s Knowledge, threatened with any enforcement action by a Governmental Authority with respect to any Environmental Law;
(d) there is no Action relating to Environmental Laws or the Release of Hazardous Materials that is pending or, to the Company’s Knowledge, threatened against the Company or the Company Subsidiaries with respect to their respective businesses, the Company, or the Real Property;
(e) the Company has made available to Parent copies of provided all Phase I environmental site assessments prepared by assessment reports, Phase II reports, environmental or health or safety audits conducted in the three years preceding the Effective Date, any person, and permits required material documents related to any pending or threatened Action under Environmental Laws Law and all any other material correspondence with Governmental Entities documents related to the Company or any Company Subsidiary’s compliance or liability under Environmental Laws, in the Company’s or any Company Subsidiary’s possession relating to compliance with Environmental Lawsor control.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Transaction Agreement and Plan of Merger (Sentinel Energy Services Inc.)
Environmental. Except as set forth in Schedule 3.12:
(a) Neither The Company and the Company nor Subsidiaries are and have been in compliance in all material respects with all applicable Environmental Laws, have obtained all material Environmental Permits and are in compliance in all material respects with their requirements, and have resolved all past non-compliance with Environmental Laws and Environmental Permits charged in writing by any of its Subsidiaries Governmental Entity without any pending, on-going or future obligation, cost or liability.
(ib) has received any written notice with respect There are no material Environmental Claims (as hereinafter defined) pending or, to the business ofknowledge of the Company, threatened, or properties owned or leased by, reasonably likely to be asserted against the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse EffectSubsidiaries.
(c) The No Hazardous Substance has been placed, stored, located, released, transported, disposed of or otherwise come to be located on, under or near any of the Company's or any of the Subsidiaries' Owned Real Property or, to the knowledge of the Company previously has made available to Parent copies of all environmental site assessments prepared and its Subsidiaries, any Leased Real Property or any property formerly owned or operated by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities the Company or its Subsidiaries except in the Company’s possession relating to ordinary course of business and in strict compliance with Environmental Laws.
(d) For purposes No Environmental Law imposes any obligation upon the Company or the Subsidiaries arising out of or as a condition to any transaction contemplated by this Agreement, “including any requirement to modify or to transfer any permit or license, any requirement to file any notice or other submission with any Governmental Entity, the placement of any notice, acknowledgment or covenant in any land records, or the modification of or provision of notice under any agreement, consent order or consent decree, except such as would not be reasonably likely to have a Material Adverse Effect.
(e) No Encumbrance has been placed upon any of the Company's or the Subsidiaries' properties under any Environmental Laws” means Law.
(f) The Company and the Subsidiaries have provided Parent with copies of any applicable Federal, state environmental assessment or local Laws, in each case as amended audit report or other relevant and in effect material studies or analyses in the jurisdiction in which possession of the applicable site or premises are located, pertaining to the protection of human health, safety Company or the environmentSubsidiaries relating to any real property currently or formerly owned, including without limitationleased or occupied by the Company or the Subsidiaries. The Company and the Subsidiaries have provided Parent with copies of all material records maintained for required environmental compliance.
(g) As used in this Agreement, the following statutes and all regulations promulgated thereunder: CERCLA; terms have the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.meanings set forth below:
Appears in 1 contract
Sources: Agreement and Plan of Merger (Wright Medical Group Inc)
Environmental. (a) Neither the Company nor any of its Subsidiaries Except as set forth on Schedule 4.2(ii):
(i) The Acquired Companies are, and have at all times since July 1, 2006 and, to the Knowledge of Seller, prior to July 1, 2006 and during the relevant time periods specified pursuant to all applicable statutes of limitations, have been, operated in material compliance with all Environmental Laws.
(ii) The Acquired Companies have obtained, hold in full force and effect and are in compliance in all material respects with all permits, licenses, approvals, consents, registrations, certificates and other authorizations (collectively, “Environmental Permits”) required by Environmental Laws for the operation of their respective business as currently conducted, and any such Environmental Permit is final and is not the subject of an appeal or challenge under any applicable fixed limitations period, or has pending a timely application for permit renewal.
(iii) There are no pending or, to the Knowledge of Seller, threatened, actions, proceedings or governmental investigations alleging violations of Environmental Permits or seeking to modify, suspend, revoke or deny renewal of any Environmental Permit, nor, to the Knowledge of Seller, is there any fact or condition that is reasonably likely to give rise to any such action, proceeding or investigation.
(iv) No Acquired Company has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listedAuthority, or to the Knowledge of Seller, any other communication from any Person alleging any material violation of any Environmental Law by either Acquired Company that remains unresolved or any material unresolved Environmental Liabilities arising from or relating to the business or operations of either Acquired Company’s knowledge. No Acquired Company has received any notice alleging unresolved liability of either Acquired Company under CERCLA or any similar Environmental Law for remediation of contamination at any Acquired Company owned or operated property or Property Subdivision, proposed for listing, on and no Acquired Company owned or operated property or Property Subdivision has been listed in the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”)List, or on any comparable equivalent state governmental listsor regional list of contaminated sites or, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions Knowledge of (1) CERCLASeller, or (2) any similar Federal, state, local, foreign or other Environmental Lawthe CERCLIS.
(bv) The Since July 1, 2006, and to the Knowledge of Seller, at any time prior to July 1, 2006, no Acquired Company has managed any Hazardous Materials, except in material compliance with all Environmental Laws, and each no release into the environment of its Subsidiaries any Hazardous Materials triggering Remediation requirements has obtained all permits occurred at, to, from or under any property or facility owned, leased or operated by either Acquired Company except as has been addressed to the extent required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(dvi) For purposes To the Knowledge of this AgreementSeller, “no offsite locations where either Acquired Company has or has previously disposed or arranged for the disposal of Hazardous Materials are subject to any ongoing investigation, enforcement or remediation under Environmental Laws” means Laws that could reasonably be expected to subject either Acquired Company to any applicable Federalmaterial Environmental Liability. No Acquired Company has received any written notice alleging liability of either Acquired Company under CERCLA or any similar Environmental Law for remediation of contamination at any offsite disposal facility or formerly owned property, and, to the Knowledge of Seller, no such offsite disposal facility or formerly owned property has been listed in the National Priorities List, the CERCLIS, or any equivalent state or local Lawsregional list of contaminated sites.
(vii) No Acquired Company has assumed by contract a third party’s Environmental Liabilities arising from assets or facilities sold or conveyed by an Acquired Company since July 1, in each case 2006, or agreed to indemnify any other Person against that Person’s Environmental Liabilities arising from or related to assets or facilities sold or conveyed by an Acquired Company since July 1, 2006, other than as amended and in effect reflected in the jurisdiction in which the applicable site or premises are locatedMaterial Contracts set forth on Schedule 4.2(i).
(viii) Since July 1, pertaining 2006, and, to the protection Knowledge of human healthSeller, safety prior to July 1, 2006, there has been no exposure of any Person or property to any Hazardous Materials in connection with the Assets or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection operations of the environment which regulate Acquired Companies that could reasonably be expected to form the management basis of a material claim for damages or disposal of biological agents or substances including medical or infectious wastescompensation.
Appears in 1 contract
Sources: Equity Purchase Agreement (Helix Energy Solutions Group Inc)
Environmental. Except as set forth in Schedule 4.12:
(a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (Except as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.)could not, in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, cases taken individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect. All such permits , (i) the Company and the Subsidiaries are and have been in compliance with all applicable Environmental Laws, (ii) have obtained all required Environmental Permits and are in full force compliance with their requirements, and effect and(iii) have resolved all past non-compliance with Environmental Laws and Environmental Permits without any pending, on-going or future obligation, cost or liability.
(b) Neither the Company nor any of the Subsidiaries has (i) to the knowledge of the Company and its Subsidiaries, placed, held, located, released, transported or disposed, or caused to be disposed or released, any Hazardous Substances on, under, from or at any of the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension 's or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, Subsidiaries' currently or formerly owned or operated properties in the aggregate, a manner that could reasonably be expected to have result in a material liability under an Environmental Law, (ii) any knowledge that any other party has placed, held, located, disposed or released any Hazardous Substance on, under, from or at any of the Company's or any of the Subsidiaries' currently or formerly owned or operated properties in a manner that could reasonably be expected to result in a material liability under Environmental Laws, or (iii) received any written notice (A) of any violation of or liability under any Environmental Laws, (B) of the institution or pendency of any suit, action, claim, proceeding or investigation by any Governmental Entity or any third party in connection with any such violation or liability, (C) requiring the response to or remediation of Hazardous Substances at or arising from any of the Company's or any of the Subsidiaries' current or former properties or operations or any other properties, (D) alleging noncompliance by the Company Material Adverse Effect.or any of the Subsidiaries with the terms of any Environmental Permit in any manner reasonably likely to require material expenditures or to result in material liability or (E) demanding payment for response to or remediation of Hazardous Substances at or arising from any of the Company's or any of the Subsidiaries' current or former properties or operations or any other properties;
(c) The To the knowledge of the Company previously and the Subsidiaries, no Environmental Law imposes any obligation upon the Company or the Subsidiaries arising out of or as a condition to any transaction contemplated by this Agreement, including any requirement to modify or to transfer any permit or license, any requirement to file any notice or other submission with any Governmental Entity, the placement of any notice, acknowledgment or covenant in any land records, or the modification of or provision of notice under any agreement, consent order or consent decree. To the knowledge of the Company and the Subsidiaries, no lien or other encumbrance has made available to Parent copies been placed upon any of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with 's or the Subsidiaries' properties under any Environmental Laws.Law;
(d) For purposes The Company and the Subsidiaries have provided Parent with copies of any environmental assessment, audit report, Environmental Permit or other similar studies or analyses in the possession of the Company or the Subsidiaries relating to any real property currently or formerly owned, leased or occupied by the Company or the Subsidiaries.
(e) As used in this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; terms have the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.meanings set forth below:
Appears in 1 contract
Sources: Agreement and Plan of Merger (Information Holdings Inc)
Environmental. (a) Neither Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentEnvironmental Laws, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.CERCLA), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, requires any cleanup or remediation pursuant to Environmental Law or (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, CERCLA or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledgeKnowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all phase I environmental site assessments reports prepared by any personPerson, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws, in the case of each of the foregoing within the last three (3) fiscal years.
(d) For purposes of The representations and warranties contained in this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended Section 3.16 constitute the sole and in effect in exclusive representations and warranties made by the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Company concerning environmental matters.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither Except as set forth in Schedule 3.22, to the Shareholders' Knowledge, the Assets, the Company and the Company's Subsidiaries are free of any Environmental Defects, except as would not reasonably be expected to have a Material Adverse Effect on the Company, the Company's Subsidiaries or the Assets.
(b) With respect to the Assets, except as set forth in Schedule 3.22, neither the Company nor any of its Subsidiaries has entered into, or is subject to, any agreements, consents, orders, decrees, judgments or other directives of Governmental Entities in existence at this time based on any Environmental Laws.
(c) Except as set forth in Schedule 3.22, to the Shareholders' Knowledge, none of the Company nor the Company's Subsidiaries has received written notice from any Person of, and no investigation or written claim is pending regarding, any Release, disposal, event, condition, circumstance, activity, practice or incident concerning the Company, any of the Company's Subsidiaries, the Assets, the Company's or any of the Company's Subsidiaries' current or prior operations or any land, facility, asset or property currently or formerly owned or leased by any of the Company or the Company's Subsidiaries and alleging either (i) has received any written notice with respect a violation of Environmental Law, including common law, or (ii) obligations, including remediation or other liabilities under Environmental Law, except, in the case of either clause (i) or (ii) hereof, as would not reasonably be expected to have a Material Adverse Effect on the Company, and of the Company's Subsidiaries or the Assets.
(d) Except as set forth in Schedule 3.22, to the business ofShareholders' Knowledge, there has been no Release on or from the Assets or on or from any property currently or formerly owner, or properties owned or leased by, operated by the Company or any of its the Company's Subsidiaries from of any Governmental Entity Hazardous Materials in any substantial amount or third party concentration that remains outstanding alleging that is reasonably likely to have a Material Adverse Effect on the Company, the Company's Subsidiaries or the Assets.
(e) Except as set forth in Schedule 3.22, the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution one or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business more of the Company or any Company's Subsidiaries, or, to the Shareholders' Knowledge, an operator of its Subsidiaries which release remains unresolvedthe Assets, (iii) currently ownsholds those licenses, operates or leases or has formerly owned, operated or leased any premises that is listedpermits, or other authorizations necessary under Environmental Laws to carry on operations connected with the Assets to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, extent of and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsconducted, except where the failure to obtain or comply with any such Permit would notlicenses, individuallypermits, or in the aggregate, other authorizations could not reasonably be expected expect to have a Company Material Adverse Effect. All such permits are in full force and effect and, to Effect on any of the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety 's Subsidiaries or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Assets.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. Except as described on Schedule 3.17,
(a) Neither 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 Knowledge of the Company, threatened against the Company nor any of its Subsidiaries (i) has received any written notice with respect to any matters relating to or arising out of any Environmental Law;
(b) To the business of, or properties owned or leased bybest of the Shareholder’s knowledge, the Company or is and has at all times been in compliance, in all material respects, with all Environmental Laws and with any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that necessary Environmental Permits (as hereinafter defined); the Company or any of its Subsidiaries possesses all necessary permits, authorizations, approvals, licenses, consents, exemptions and other governmental authorizations required for their current operations under applicable Environmental Laws (“Environmental Permits”); all such Environmental Permits are in full force and effect; the Company is not in violation of any Environmental Permit or of any obligations, orders, schedules and timetables issued pursuant thereto; and there are no proceedings pending or, to the Knowledge of the Company, threatened which would jeopardize the validity of any Environmental Permit;
(c) to the Knowledge of the Company, there are no facts, circumstances or conditions that could reasonably be expected to be the basis of or to result in the Company incurring liability for the release of Hazardous Substances or incurring any liability, obligations, requirements for remedial or corrective action or costs under Environmental Laws, or could reasonably be expected to prevent or restrict the Company’s compliance with any Environmental Laws governing pollution or the protection to restrict its use or transfer of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for pursuant to Environmental Laws;
(d) to the business Knowledge of the Company Company, none of the properties currently or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, leased or operated by the Company has been listed in, nor has the Company disposed or leased transported any premises Hazardous Substances to any site that is listedhas been listed in, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive any other list of sites requiring clean-up or investigation under Environmental Response, Compensation, and Liability Information System, both as Law maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act by any Governmental Authority; and
(“CERCLA”), or on any comparable state governmental lists, or (ive) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent Buyer complete, true and correct copies of all material environmental site assessments prepared by any personrecords, reports, assessments, studies, sampling results, investigations, audits, notifications, Environmental Permits and permits required under Environmental Laws and all other material correspondence with Governmental Entities pending permit applications. A list of such materials is provided in the Company’s possession relating to compliance with Environmental LawsSchedule 3.17.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) The Company, each Subsidiary and each of their predecessors have complied and is in compliance with all Environmental Laws. The Company and each Subsidiary has obtained and complied with, and is in compliance with, all Permits that are required pursuant to any Environmental Law for the occupation of its facilities and the operation of the Business. Neither the Company nor any of its Subsidiaries (i) Subsidiary has received a written or oral notice, report or other information regarding any written notice with respect to the business ofactual or alleged violation of any Environmental Law, or properties any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under any Environmental Law. To the Sellers’ Knowledge, none of the following exists at any property or facility currently owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of by either the Company or any Subsidiary pursuant and none of the following existed at any property or facility previously owned or operated by the Company, each Subsidiary or any of their predecessors at or before the time the Company, each Subsidiary or any of their predecessors ceased to the provisions of own or operate such property or facility: (1a) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
underground storage tanks; (b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are asbestos-containing material in compliance with such permits, except where the failure to obtain any form or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
condition; (c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
materials or equipment containing polychlorinated biphenyls; or (d) For purposes landfills, surface impoundments or disposal areas. None of the Company, any Subsidiary or any of their predecessors has 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 (and to the Sellers’ Knowledge, no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to any Liability, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental Law. Neither this AgreementAgreement nor the Transactions will result in any Liability for site investigation or cleanup, “or notification to or Consent of any Person, pursuant to any Environmental Laws” means . Neither the Company nor any applicable FederalSubsidiary has, state either expressly or local Lawsby operation of law, in each case as amended and in effect in assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to any Environmental Law. To the jurisdiction in which the applicable site Sellers’ Knowledge, no facts, events or premises are located, pertaining conditions relating to the protection past or present facilities, properties or operations of human healtheither the Company or any Subsidiary will prevent, safety hinder or the environmentlimit continued compliance with any Environmental Law, give rise to any investigatory, remedial or corrective obligations pursuant to any Environmental Law, or give rise to any other Liabilities pursuant to any Environmental Law, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection onsite or offsite releases or threatened releases of the environment which regulate the management hazardous materials, substances or disposal of biological agents wastes, personal injury, property damage or substances including medical or infectious wastesnatural resources damage.
Appears in 1 contract
Sources: Share Purchase Agreement (American Tire Distributors Holdings, Inc.)
Environmental. (a) Neither To the Company nor any knowledge of its PMI, each of PMI and the PMI Subsidiaries and their respective businesses, operations and properties:
(i) is in material compliance with all Environmental Laws and all terms and conditions of all Environmental Approvals;
(ii) has not received any written order, request or notice with respect from any Person alleging a material violation of any Environmental Law;
(iii) (i) is not a party to any litigation or administrative proceeding, nor so far as it knows is any litigation or administrative proceeding threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Law, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the business ofEnvironmental Release of any Hazardous Substances, or properties owned (3) asserts or leased byalleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Company or Environmental Release of any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentHazardous Substances, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, of any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as conditions existing currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, which could reasonably be expected to have subject it to damages, penalties, injunctive relief or cleanup costs under any Environmental Law or which require or are likely to require cleanup, removal, remedial action or other response by it pursuant to applicable Environmental Laws; and (iii) is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Laws and has not been named or listed as a Company Material Adverse Effect. All potentially responsible party by any Governmental Entity in a matter arising under any Environmental Law;
(iv) is not involved in operations and does not know of any facts, circumstances or conditions, including any Environmental Release of Hazardous Substances, that would reasonably be expected to result in any material environmental liabilities;
(v) PMI and the PMI Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses, as currently operated, and the ownership and use including rehabilitation of their respective assets, all such permits Environmental Approvals are in full force and effect andeffect, and neither PMI nor any of the PMI Subsidiaries has received any notification from any Governmental Entity pursuant to the Company’s knowledgeany Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vi) there are no pending changes in the status, terms or threatened claims that seek conditions of any Environmental Approvals held by PMI or any of the PMI Subsidiaries, or any renewal, modification, revocation, cancellationreassurance, suspension alteration, transfer, restriction or any adverse modification amendment of any such permits, except where the failure to have any such Permit would not, individuallyEnvironmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes execution or delivery of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which consummation of the applicable site or premises are located, pertaining to the protection of human health, safety transactions contemplated herein or the environment, including without limitation, continuation of the business and operations of PMI or any of the PMI Subsidiaries following statutes the Effective Date;
(vii) PMI and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § PMI Subsidiaries have made available to K▇▇▇▇▇ et seqall material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and
(viii) to the knowledge of PMI, none of PMI and the PMI Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in material liability under any Environmental Laws.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. Except as set forth in Section 3.20 of the Disclosure Schedule: ------------------- -15-
(a) Neither Schedule 3.20 of the Company nor Disclosure Schedule sets forth a list of all ------------------- assessments, studies, reports or appraisals ("Environmental Reports") possessed by the Company, any of its Subsidiaries (i) has received any written notice with respect Subsidiary, Seller or Parent relating to the business of, environmental condition of any real property currently or properties formerly owned or leased byby the Company or any Subsidiary (the "Company Property") or relating to the compliance by the Company or any Subsidiary with any Environmental Laws.
(b) To the knowledge of Sellers, Parents, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that Subsidiary, the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, Property and the Company has no knowledge of, operations conducted thereon do not violate in any potential responsibility or liability of the Company or material respect any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company Laws and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending conditions existing on or threatened claims that seek resulting from the revocation, cancellation, suspension or any adverse modification operation of any such permits, except where the failure Company Property that could give rise to have any such Permit would not, individually, on-site or in the aggregate, reasonably be expected to have a Company Material Adverse Effectoff-site remedial obligations under any Environmental Laws.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared Property and the operations conducted thereon by the Company and the Subsidiaries or the operations by any personprior owner or operator of the Company Property, and permits required under Environmental Laws and all other material correspondence with are not subject to any existing, pending or, to the knowledge of any Seller or Parent, threatened action, suit, investigation, inquiry or proceeding by or before any Governmental Entities in the Company’s possession relating to compliance with Environmental LawsAuthority.
(d) All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the current operation or use of the Company Property, including without limitation treatment, storage, disposal or release of a hazardous substance or solid waste into the environment, if any, have been duly obtained or filed, and the Company and the Subsidiaries are in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations.
(e) To the knowledge of Sellers, Parents, the Company or any Subsidiary, neither the Company nor any Subsidiary is subject to any contingent liability in connection with any exposure of any person or property to or any release or threatened release of any hazardous substance or solid waste into the environment on or at the Company Property or from the operations conducted thereon.
(f) For purposes of this Agreement, “"Environmental Laws” means " shall mean any applicable Federaland all laws, state statutes, ordinances, rules, regulations, orders, or local Laws, in each case as amended and determinations of any Governmental Authority pertaining to health or the environment in effect on the date of this Agreement in the jurisdiction any and all jurisdictions in which the applicable site or premises are Company Property is located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Clean Air Act, 42 U.S.C. § 6901 et seq.; as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1989 ("CERCLA"), as amended, the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; as amended, the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide Resource Conservation and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Recovery Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act1976 ("RCRA"), as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.the
Appears in 1 contract
Sources: Purchase Agreement (Armco Inc)
Environmental. (a) Neither the Company nor Except for any of its Subsidiaries (i) has received any written notice with respect to the business ofmatters that, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, would not have or would not reasonably be expected to have a Company Material Adverse Effect. All such permits Effect and except as disclosed in Schedule 3.1(ee) of the Company Disclosure Letter:
(i) all facilities and operations of the Company and its Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws;
(ii) the Company and its Subsidiaries are in full force possession of, and effect in compliance with, all Environmental Permits that are required to own, lease and operate the Company Mineral Interests and to conduct their respective business as they are now being conducted;
(iii) no environmental, investigation, remediation, reclamation or closure obligation, demand, notice, work order or other Environmental Liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of the Company and its Subsidiaries and, to the knowledge of the Company’s knowledge, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business;
(iv) neither the Company nor any of its Subsidiaries is subject to or has received notice of any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures;
(v) to the knowledge of the Company, there are no pending changes in the status, terms or threatened claims that seek conditions of any Environmental Permits held by the Company or its Subsidiaries or any renewal, modification, revocation, cancellationreassurance, suspension alteration, transfer or any adverse modification amendment of any such permits, except where the failure to have any such Permit would not, individuallyEnvironmental Permits, or any review by, or approval of, any Governmental Entity of such Environmental Permits that are required in connection with the aggregateexecution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business of the Company or its Subsidiaries following the Effective Date;
(vi) the Company and its Subsidiaries have made available to Hudbay all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters; and
(vii) to the knowledge of the Company, the Company and its Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by result in Environmental Liability under any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither the Environmental Disclosure. Company nor any of its Subsidiaries will deliver to Administrative Agent and Lenders:
(i) has received as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any written notice with respect to the business ofkind or character, or properties owned or leased by, the whether prepared by personnel of Company or any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to material environmental liabilities at any Facility or with respect to any Environmental Claims;
(ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Company or any other Person in response to (A) any Hazardous Materials Activities the existence of which could reasonably be expected to result in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect, and (3) Company's discovery of any occurrence or condition on any real property adjoining or in the vicinity of any material Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws;
(iii) as soon as practicable following the sending or receipt thereof by Company or any of its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, have a SECOND LIEN CREDIT AGREEMENT EXECUTION 59 reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any Governmental Entity or third party governmental agency that remains outstanding alleging that the suggests such agency is investigating whether Company or any of its Subsidiaries is not may be potentially responsible for any Hazardous Materials Activity which could reasonably be expected to have a Material Adverse Effect;
(iv) prompt written notice describing in compliance with reasonable detail (1) any Laws governing pollution proposed acquisition of stock, assets, or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the by Company or any of its Subsidiaries which release remains unresolved, that could reasonably be expected to (iiiA) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the expose Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by to, or result in, Environmental Law necessary Claims that could reasonably be expected to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitshave, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of Company or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations and (2) any proposed action to be taken by Company or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect ; and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(cv) The Company previously has made available with reasonable promptness, such other documents and information as from time to Parent copies of all environmental site assessments prepared time may be reasonably requested by Administrative Agent in relation to any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating matters disclosed pursuant to compliance with Environmental Lawsthis Section 5.9(a).
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Carmike Cinemas Inc)
Environmental. (a) Neither Keep any Real Property free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the Company nor obligations or liability evidenced by such Environmental Liens,
(b) Comply, in all material respects, with all Environmental Laws and Environmental Permits; obtain and maintain in full force and effect all material Environmental Permits; and conduct all actions, including Response Actions, required under any Environmental Actions or applicable Environmental Laws, and in material compliance with, the requirements of any Governmental Authority and applicable Environmental Laws;
(c) Do or cause to be done all things necessary to prevent any Release in, on, under, to or from any Real Property except in full compliance with applicable Environmental Laws or an Environmental Permit, and ensure that there shall be no Hazardous Materials in, on, under or from any Real Property except those that are used, stored, handled and managed in material compliance with applicable Environmental Laws;
(d) Undertake all actions, including Response Actions, necessary, at the sole cost and expense of Borrowers, to address (i) any Environmental Action and any obligations thereunder; (ii) any Release at, from or onto any Real Property as required pursuant to Environmental Law or the requirements of any Governmental Authority; and (iii) Environmental Liability;
(e) Diligently pursue and use commercially reasonable efforts to cause any Person with an indemnity, contribution or other obligation to any of the Loan Parties or their Subsidiaries relating to any Environmental Action or compliance with or liability under Environmental Law to satisfy such obligations in full and in a timely manner; and shall not amend in any way or waive any or all rights to such obligations without the prior written consent of Agent;
(f) Upon Agent’s reasonable request, promptly provide to Agent documentation reasonably acceptable to Agent of compliance with items (a) through (e), including, without limitation, within 45 days following a written request of Agent, but no more frequently than once each year unless an Event of Default exists, pursuant to Section 5.12(g) below, or a Default caused by reason of a breach of Sections 4.11 or 5.12 herein, provide Agent with an environmental assessment, including where appropriate any soil and/or groundwater sampling, prepared by an environmental consulting firm reasonably acceptable to Agent, and in form and substance reasonably acceptable to Agent; and
(g) Promptly, but in any event within 10 days of its obtaining knowledge or receipt of notice thereof, provide Agent with written notice of, and all data, information and reports generated or prepared in connection with, any of the following: (i) an Environmental Lien has been filed or is threatened against the Real Property or any personal property of Parent or any of its Subsidiaries Subsidiaries, (iii) has received commencement of any written material Environmental Action or notice that a material Environmental Action will be filed against Parent or any of its Subsidiaries, and (iii) any Release or threatened Release of a reportable quantity, and that could reasonably be expected to result in a material Environmental Liability, in, on, under, at, from or migrating to any Real Property owned, leased or operated by Parent or any of its Subsidiaries, except as otherwise pursuant to and in compliance with respect to the business terms and conditions of an Environmental Permit, (iv) any material non-compliance with, or violation of, any Environmental Law applicable to Parent or properties owned any of its Subsidiaries, any of Parent or leased byany of its Subsidiaries’ business and any Real Property, the Company (v) any Response Action which could reasonably be expected to result in a material Environmental Liability, (vi) any notice or other communication received by Parent or any of its Subsidiaries from any Person or Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession Authority relating to compliance with any material Environmental LawsLiability.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) The Company has received any written notice complied with respect all Environmental Laws (as defined herein), the failure to the business ofcomply with which could result in Damages (as defined herein) in excess of $25,000, and no action, suit, proceeding, hearing, charge, complaint, claim, demand, or properties owned notice, and no investigation has been filed or leased by, commenced against the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, such failure.
(ii) has caused any “release” Except (i) to the extent accrued in the Closing Balance Sheet and (ii) liabilities for storage, handling, transportation, use and disposal of a “hazardous substance” Hazardous Substances (as those terms defined herein) which are defined incurred by the Company in the Comprehensive Environmental Responseordinary course of business, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge ofliability for Hazardous Substances (and has not handled, used, stored, recycled or disposed of any potential responsibility Hazardous Substance (as defined herein), arranged for the disposal of any Hazardous Substance, exposed any employee or liability of the Company other individual to any Hazardous Substance or any Subsidiary pursuant to the provisions of (1) CERCLAcondition, or (2) owned or operated any similar Federalproperty or facility, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, manner that could reasonably be expected to have a Company Material Adverse Effect. All such permits are form the basis for any present or future action, suit, proceeding, hearing, investigations, charge, complaint, claim or demand giving rise to any liability for Hazardous Substances which could result in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or Damages in excess of $25,000 for any adverse modification of reason under any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(diii) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect Except (i) to the extent accrued in the jurisdiction Closing Balance Sheet and (ii) liabilities for storage, handling, transportation, use and disposal of Hazardous Substances which are incurred by the Company in the ordinary course of business, all properties and equipment used in the Business are free of any amounts of Hazardous Substances, the use and disposal of which could result in Damages (as defined herein) in excess of $25,000.
(iv) There are no in service or out of service underground storage tanks located in or on real property owned by the applicable site Company or, to the extent the Company is responsible for such tanks or premises are locatedany environmental damage resulting therefrom, pertaining to real property leased by the Company.
(v) The Company has not received notice and has no knowledge of any reasonably likely claim under any Environmental Laws regarding the Business, or any real property owned or leased by the Company.
(vi) As used herein, the term Environmental Laws shall mean all federal and local laws, statutes, ordinances, rules, regulations, decrees, orders and settlements regarding the protection of human health, safety or and the environmentenvironment and pollution, including without limitation, in effect as of the following statutes date of this Agreement and all regulations promulgated thereunder: CERCLA; applicable to the Emergency Planning Facilities and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Actoperations conducted thereon, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of regulations promulgated thereunder, as they existed on the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastesdate hereof.
Appears in 1 contract
Sources: Stock Purchase Agreement (Roper Industries Inc /De/)
Environmental. (a) The Company and its Subsidiaries have at all times been, in material compliance with all Laws, regulations, orders, decrees, opinions or agency requirements relating to the regulation or protection of the environment or human health and safety as it relates to the handling, reporting, generation, treatment, storage, disposal of Materials of Environmental Concern (collectively, “Environmental Laws”).
(b) The Company and its Subsidiaries (i) have received and are in material compliance with all permits, licenses, exemptions and other approvals required of them under applicable Environmental Laws to conduct their respective businesses, (ii) are not subject to any action to revoke, terminate, cancel, limit, amend or appeal any such permits, licenses, exemptions or approvals, and (iii) have paid all material fees, assessments or expenses due under any such permits, licenses, exemptions or approvals.
(c) Except with respect to matters that have been fully and finally settled or resolved, (i) there are no material Legal Proceedings under any Environmental Laws pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, and, to the Knowledge of the Company, there are no such Legal Proceedings pending against any other Person that would reasonably be expected to adversely affect the Company or any its Subsidiaries, and (ii) the Company and its Subsidiaries have not received written or, to the Knowledge of the Company, verbal notice of any actual or potential material liability of the Company for the investigation, remediation or monitoring (excepting monitoring required under permits or Environmental Law for ongoing, routine business operations) of any Materials of Environmental Concern at any location, or for any violation of Environmental Laws.
(d) None of the Company or any of its Subsidiaries has entered into any consent decree, settlement or other agreement with any Governmental Entity, and none of the Company or its Subsidiaries is subject to any Order, in either case relating to any Environmental Laws or to Materials of Environmental Concern.
(e) There has been no material release, disposal or arrangement for disposal of any Materials of Environmental Concern by the Company, its Subsidiaries or any of their predecessors, including any material release by the Company, its Subsidiaries or any of their predecessors to any real property currently or formerly owned, leased or operated by the Company, its Subsidiaries or any of their predecessors, that to the Knowledge of the Company would reasonably be expected to (i) give rise to any material claim or Legal Proceeding, or to any material liability, under any Environmental Law, or (ii) prevent the Company or any of its Subsidiaries from materially complying with applicable Environmental Laws.
(f) Neither the Company nor any of its Subsidiaries (i) has received assumed or retained by Contract or operation of Law any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification material liabilities of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required other Person under Environmental Laws and all other material correspondence or concerning any Materials of Environmental Concern, with Governmental Entities the exception of such customary covenants in the Company’s possession leases or loan documents relating to compliance with Environmental Laws.
(dg) For purposes None of the transactions contemplated under this Agreement, “Agreement will give rise to any obligations to obtain the consent of any Governmental Entity under any Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Backstop Commitment Agreement (Key Energy Services Inc)
Environmental. Except as disclosed in the Questionnaires, as amended and supplemented through the date of Closing:
(a1) Neither None of the Company Premises nor any of its Subsidiaries the Borrower Parties are in violation of, or subject to, any pending or, to Borrower's actual knowledge, threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws, which violation, investigation or inquiry would have a Material Adverse Effect, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to any of the Premises;
(i2) All permits, licenses or similar authorizations required to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of any of the Premises by reason of any Environmental Laws have been obtained, or are pending, and Borrower has no reason to believe that such permits, licenses or similar authorizations that are pending will not be issued in due course, except where such failure to obtain any permit, license or authorization would not have a Material Adverse Effect;
(3) Since the initial acquisition by and during the ownership of the Premises by Borrower and/or any Affiliate of Borrower or Lessee, and to Borrower's knowledge prior to such acquisition and ownership, no Hazardous Materials have been used, handled, manufactured, generated, produced, stored, treated, processed, transferred, disposed of or otherwise Released in, on, under, from or about any of the Premises, except in Permitted Amounts;
(4) None of the Premises contain Hazardous Materials, except in Permitted Amounts, and all USTs located on or about the Premises, if any, are in full compliance with all Environmental Laws, except where such noncompliance would not have a Material Adverse Effect;
(5) To Borrower's knowledge, there is no threat of any Release migrating to any of the Premises in excess of Permitted Amounts;
(6) Since the initial acquisition by and during the ownership of the Premises by Borrower and/or any Affiliate of Borrower or Lessee, and to Borrower's knowledge prior to such acquisition and ownership, there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Premises, except where such noncompliance would not have a Material Adverse Effect;
(7) None of the Borrower Parties has received any written notice or other communication from any person or entity (including but not limited to a Governmental Authority) relating to any Release of Hazardous Materials in excess of Permitted Amounts, or USTs or Remediation thereof, possible liability of any person or entity pursuant to any Environmental Law, other Environmental Conditions in connection with any of the Premises, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; SCS Finance I, L.P. Mortgage Loan
(8) All information known to any of the Borrower Parties or contained in the files of any of the Borrower Parties relating to any existing Environmental Condition or Releases of Hazardous Materials in, on, under or from any of the Premises, other than in Permitted Amounts, has been provided to Lender, including, without limitation, information relating to all prior Remediation (which provision of information was accomplished in part by delivering to representatives of Lender for their review and analysis the files of Lessee maintained by Lessee with respect to environmental matters relating to the business of, Premises);
(9) All of the Premises are free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law (the "Environmental Liens"); and none of the Borrower Parties has allowed any tenant or properties owned or leased by, the Company or other user of any of its Subsidiaries from the Premises to do any Governmental Entity or third party act on the Premises that remains outstanding alleging that materially increased the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of dangers to human health or the environment, posed an unreasonable risk of harm to any person or entity (iiwhether that person or entity was on or off any of the Premises), impaired the value of any of the Premises in any material respect, is contrary to any requirement of any insurer insuring the Premises, constituted a public or private nuisance, or violated any covenant, condition, agreement or easement applicable to any of the Premises, except where such violation did not have a Material Adverse Effect on the Premises; and
(10) has caused The information and disclosures in the Questionnaires, as amended and supplemented through the date of Closing, are true, correct and complete in all material respects, and the person or persons executing the Questionnaires and any “release” amendments and supplements thereto were duly authorized to do so; and
(11) Each of a “hazardous substance” the Borrower Parties is in compliance with the requirements of 40 C.F.R. Section 280 Subpart H - Financial Responsibility (or equivalent state law or regulation) with respect to all petroleum underground storage tanks or storage tank systems (as those terms are defined in under 40 C.F.R. Section 280.12 or equivalent state law or regulation) owned or operated by any of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity Borrower Parties or located on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsPremises, except where the failure to obtain or comply with any such Permit noncompliance would not, individually, or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect:
(a) the Company and its Subsidiaries are in compliance with all applicable Environmental Laws, including, but not limited to, possessing all Company Permits required for their operations under applicable Environmental Laws, and, to the Knowledge of the Company, have not violated any such Environmental Laws in the five (5) years preceding the date of this Agreement;
(b) there is no pending or, to the Knowledge of the Company, threatened action or proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Person, including but not limited to any Governmental Entity or third party that remains outstanding Authority, alleging that the Company or any of its Subsidiaries has been or is not in compliance violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law or regarding the Release of or exposure to any Hazardous Materials. Neither the Company nor any of its Subsidiaries is a party or subject to, or, to the Knowledge of the Company, affected by, any administrative or judicial order or decree pursuant to Environmental Law or regarding the Release of or exposure to any Hazardous Materials; and
(c) To the Knowledge of the Company, with respect to the Owned Real Property and the Leased Real Property and any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used other location for the business of which the Company or any of its Subsidiaries which release remains unresolvedmay be responsible, (iii) currently owns, operates there have been no Releases of Hazardous Materials on or leases underneath any of such real properties under conditions or has formerly owned, operated or leased any premises that is listedcircumstances reasonably likely to result in liability to, or to interfere with any operations of, the Company or any of its Subsidiaries.
(d) To the Knowledge of the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and neither the Company nor any of its Subsidiaries has no knowledge ofentered into any agreements in connection with the sale, lease or sublease of any potential responsibility real property or liability of business, pursuant to which the Company or any Subsidiary has agreed to either indemnify for liabilities arising pursuant to Environmental Law or otherwise with respect to the Release of or exposure to Hazardous Materials, or retain liabilities arising pursuant to Environmental Law or otherwise with respect to the Release of or exposure to Hazardous Materials, excluding any such agreements as to which the Company’s or its Subsidiaries’ obligations have expired pursuant to the provisions terms of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Lawsaid agreements.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither Except as described in Schedule 4.20, the Company nor CTI each Subsidiary have been and are in compliance in all material respects with all Environmental Laws;
(b) CTI and each Subsidiary have obtained all licenses, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the "Environmental Permits") required for the operation of their respective businesses, all of which are described in Schedule 4.20. Each Environmental Permit is valid, subsisting and in good standing and none of CTI or any Subsidiary is in default or breach in any material respect of any Environmental Permit and no proceeding is pending, or, to the best knowledge of the Principals, threatened, to revoke or limit any Environmental Permit;
(c) None of CTI or any Subsidiary has used or permitted to be used, except in compliance with all Environmental Laws, any of its Subsidiaries property or facilities or any property (iincluding the Leased Property) or facility that it previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;
(d) None of CTI or any Subsidiary has ever received any written notice of, nor been prosecuted for an offence alleging, noncompliance with any Environmental Laws, and none of the Principals, CTM, CTI or any Subsidiary has settled any allegation on noncompliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the business of, respective businesses or properties owned or leased by, (including the Company Leased Properties) of CTI or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentSubsidiary, (ii) nor has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company CTI or any Subsidiary pursuant to received notice of any of the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.same;
(be) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses Except as currently conducted and are disclosed in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledgeSchedule 4.20, there are no published pending or threatened claims proposed published changes to Environmental Laws that seek would render illegal or materially restrict the revocation, cancellation, suspension sale of any service provided by CTI or any adverse modification Subsidiary;
(f) None of CTI or any Subsidiary has caused or permitted, nor do any of the foregoing have any knowledge of, the release, in any manner whatsoever, of any Hazardous Substance on or from any of its properties (including any Leased Property) or assets or any property or facility that it previously owned or leased, or any such permits, except where the failure release on or from a facility owned or operated by third parties but with respect to which CTI or any Subsidiary is or may reasonably be alleged to have any such Permit would not, individually, liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by CTI or any Subsidiary or resulting from their respective businesses have been disposed of, treated and stored in compliance with all Environmental Laws. Schedule 4.20 identifies all of the aggregate, reasonably be expected to locations where Hazardous Substances used in whole or in part by CTI or any Subsidiary have a Company Material Adverse Effect.been or are being stored or disposed of;
(cg) None of CTI or any Subsidiary has received any notice that any of them is potentially responsible for a federal, provincial, municipal or local cleanup site or corrective action under any Environmental Laws. None of CTI or any Subsidiary has received any request for information in connection with any federal, provincial, municipal or local inquiries as to disposal sites;
(h) The Company previously has made available Principals or CTM have delivered to Parent the Buyer true and complete copies of all environmental site assessments prepared by any personaudits, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession evaluations, assessments, studies or tests relating to compliance with Environmental LawsCTI or any Subsidiary of which they are aware.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Stock Purchase Agreement (Eagle Usa Airfreight Inc)
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, CompensationIssuer shall, and Liability Actshall cause each Project Company to, 42 U.S.C. § 9601 et seq.), comply in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive all material respects with all Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental LawLaws.
(b) The Issuer shall promptly upon it or any Project Company becoming aware of the occurrence thereof advise Note Holders in writing and each in reasonable detail of its Subsidiaries has obtained all permits and provide copies of any material documents and correspondence (including any environmental reports or audits) related to: (i) any Release of any Hazardous Materials required to be reported by Issuer or any Project Company to any federal, state or local governmental or regulatory agency under any applicable Environmental Law necessary Laws, (ii) any pending or threatened in writing Environmental Claims involving Issuer or any Project Company that could reasonably be expected to enable them involve more than $1,000,000 or result in materially adverse restrictions on the operation of a Project or use of any Facility or otherwise have a Material Adverse Effect, (iii) any remedial action taken by Issuer, any Project Company, or any other Person in response to conduct their respective businesses as currently conducted and are (x) any Hazardous Materials on, under or about any Facility, the existence of which could reasonably be expected to result in compliance with such permitsan Environmental Claim involving more than $1,000,000 or resulting in materially adverse restrictions on the operation of a Project or use of any Facility or to otherwise have a Material Adverse Effect, except where the failure to obtain or comply with (y) any such Permit would notEnvironmental Claims involving any Subject Company that, individually, individually or in the aggregate, could reasonably be expected to involve more than $1,000,000 or to otherwise have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company(iv) Issuer’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification discovery of any such permits, except where the failure to have occurrence or condition on any such Permit would not, individually, real property adjoining or in the aggregate, vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, (v) any request for information from any Governmental Authority that creates a reasonable likelihood that such Governmental Authority is investigating whether any Subject Company may be potentially responsible for a Release of Hazardous Materials or in violation of any Environmental Law; and (vi) any facts, circumstances, condition, or occurrence that could reasonably be expected to form the basis of an Environmental Claim arising with respect to any Facility or Project or against any Subject Company, which Environmental Claim could reasonably be expected to involve more than $1,000,000 or result in materially adverse restrictions on the operation of a Project or use of any Facility or otherwise have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any personIssuer shall promptly take, and permits required under shall cause each Subject Company to take, any and all necessary remedial action in connection with the presence, storage, use, disposal, transportation or Release of any Hazardous Materials on, under, from, or about any Facility or Project at any time in order to comply with all applicable Environmental Laws and Authorizations and to respond to any Environmental Claim made against such Subject Company. In the event Issuer or any other Subject Company undertakes any remedial action with respect to any Hazardous Materials on, under or about any Facility, such Subject Company shall conduct and complete such remedial action in compliance with all other material correspondence applicable Environmental Laws, and in accordance with the policies, orders and directives of all federal, state and local Governmental Entities in Authorities except when, and only to the extent that, such Subject Company’s possession relating to compliance with Environmental Laws.
(d) For purposes liability for such presence, storage, use, disposal, transportation or discharge of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seqis being contested in good faith by such Subject Company in accordance with Permitted Contest Procedures.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (Except as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All :
(a) the Company and its Subsidiaries are and, have been since January 1, 2023 in compliance with all applicable Environmental Laws, including, but not limited to, obtaining, maintaining and possessing all Company Permits required for their operations under applicable Environmental Laws and compliance with the terms of such permits Company Permits and there are in full force and effect andno actions or proceedings pending or, to the Knowledge of the Company’s knowledge, there are no pending or threatened claims threatened, that seek the revocation, cancellation, suspension or any adverse modification of any such permitsCompany Permit;
(b) there has been no contamination by, except where the failure to have any such Permit would not, individuallyRelease of, or exposure to, any Hazardous Materials by the Company or any of its Subsidiaries, or to the Knowledge of the Company, by any other Person at, on, under or from any Owned Real Property, Leased Real Property, any property formerly owned, leased or operated by the Company or any of its Subsidiaries or any other property where hazardous waste generated by the Company or any of its Subsidiaries have been transported to or otherwise sent for disposal, in each case in a manner that has resulted or would be reasonably likely to result in liability to the aggregate, reasonably be expected Company or any of its Subsidiaries pursuant to have a Company Material Adverse Effect.Environmental Laws;
(c) The (i) except as pertaining solely to matters which have been fully resolved, neither the Company previously nor any of its Subsidiaries has received any notice, report or other information from any Governmental Authority or any other Person regarding, and (ii) there is no pending or, to the Knowledge of the Company, threatened Action or Order pursuant to any Environmental Law or arising from the Release, threatened Release, transportation of, or exposure to, Hazardous Materials against the Company or any of its Subsidiaries alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or any Company Permit required under applicable Environmental Law or otherwise may be liable under any applicable Environmental Law;
(d) neither the Company nor any of its Subsidiaries has assumed or undertaken by Contract any liabilities or obligations pursuant to Environmental Laws; and
(e) the Company and its Subsidiaries have made available to Parent copies of all material environmental site assessments prepared by any personor health and safety assessments, Company Permits, reports, audits and permits required under Environmental Laws and all other material correspondence with Governmental Entities documents in the Company’s possession of the Company or its Subsidiaries or under their control that relate to any unresolved material non-compliance with any Environmental Law by the Company or any of its Subsidiaries, any material and unresolved liability under any Environmental Law, including relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the material Hazardous Materials Transportation ActReleased or other materially adverse environmental condition at, as amendedon, 49 U.S.C. § 1801 et sequnder or migrating from any real property that the Company or its Subsidiaries currently or formerly has owned, operated or leased.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Merger Agreement (Globalstar, Inc.)
Environmental. Except as set forth in Section 2.13 of the Disclosure Schedule:
(a) Neither The operations and properties of the Company nor any of its and the Subsidiaries (i) has received are in compliance in all material respects with all applicable Environmental Laws (as defined) and (ii) have not generated, used, stored, transported, manufactured, released or disposed of any written notice with respect Hazardous Materials (as defined) on or off the Company's premises in violation of Environmental Laws. No material expenditure relative to the Company's premises will be required to comply with Environmental Laws in connection with the operation or continued operation of the business ofof the Company and the Subsidiaries after the Effective Date in a manner consistent with the current operation thereof by the Company and the Subsidiaries. To the knowledge of the Company and the Subsidiaries, no material expenditure will be required to remediate, clean up, abate or remove any Hazardous Materials on any real proper▇▇ ▇▇rrently operated or leased, or properties owned formerly owned, operated or leased byby the Company or the Subsidiaries.
(b) There are no actions, complaints, citations, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company or the Subsidiaries alleging the violation of or seeking to impose liability or responsibility for environmental cleanup costs pursuant to any Environmental Law or Environmental Permit (as defined below);
(c) The Company has provided Acquiror with copies of all environmental audits, assessments, studies, reports, analyses, investigation results or similar environmentally-related documents of any real property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that and copies of all Environmental Permits required for the Company or any operations of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.)Company, in excess of a reportable quantity on any property that is used for all cases limited to those within the business possession, custody or control of the Company or its Subsidiaries.
(d) The Company has provided Acquiror with copies of all requests for information (and responses thereto), notices of violation, complaints, claims or other documents or correspondence related to or referring to any actual or alleged violations of its Subsidiaries which release remains unresolvedEnvironmental Laws or responsibility for environmental cleanup costs, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or including but not limited to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Environmental, Response, Compensation and Liability Act (“"CERCLA”)") and similar state laws, at (i) any real property currently or on formerly owned, operated or leased by the Company or any comparable state governmental listsSubsidiaries, or (ivii) has received written notification of, and at CERCLA or similar state sites at which the Company has no knowledge ofor any Subsidiaries are named as potentially responsible parties, or for which the Company or any potential responsibility Subsidiaries have received a CERCLA Section 122(c), Section 104(e) or liability similar notice or request for information, in all cases limited to those within the possession, custody or control of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Lawits Subsidiaries.
(be) The Company and each Subsidiaries possess, and have maintained in full force and effect, all Environmental Permits required for the operation of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted businesses, and in all material respects are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies provisions of all environmental site assessments prepared by any person, and permits required under such Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental LawsPermits.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) Neither the Company nor no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of its Subsidiaries the Debtors, and there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to any of the Debtors, (ib) each Debtor has received any written notice with respect (including timely application for renewal of the same), and maintained in full force and effect, all environmental permits, licenses and other approvals, and has maintained all financial assurances, in each case to the business ofextent necessary for its operations to comply with all applicable Environmental Laws and is, or properties owned or leased byand since July 1, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not 2018, has been, in compliance with any Laws governing pollution or the protection terms of human health or the environmentsuch permits, licenses and other approvals and with all applicable Environmental Laws, (iic) has caused any “release” to the Knowledge of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental ResponseCompany, Compensationno Hazardous Material is located at, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on or under any property that is used for the business of the Company currently or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased by any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit Debtors that would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andgive rise to any cost, to the Company’s knowledge, there are no pending liability or threatened claims that seek the revocation, cancellation, suspension or any adverse modification obligation of any such permitsof the Debtors under any Environmental Laws, except where (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any of the failure Debtors, and no Hazardous Material has been transported to have or Released at any such Permit location in a manner that would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
give rise to any cost, liability or obligation of any of the Debtors under any Environmental Laws, and (ce) The Company previously there are no agreements in which any of the Debtors has expressly assumed responsibility for any known obligation of any other Person arising under or relating to Environmental Laws that remains unresolved, which has not been made available to Parent copies the Commitment Parties prior to the date hereof. Notwithstanding the generality of all environmental site assessments prepared by any person, other representations and permits required under Environmental Laws and all other material correspondence with Governmental Entities warranties in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means the representations and warranties in this Section 4.16 constitute the sole and exclusive representations and warranties in this Agreement with respect to any applicable Federalenvironmental, state health or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environmentmatters, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state arising under or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management Environmental Laws or disposal of biological agents or substances including medical or infectious wastesHazardous Materials.
Appears in 1 contract
Sources: Backstop Commitment Agreement (Tuesday Morning Corp/De)
Environmental. (a) Neither None of the premises or any properties owned, occupied or leased by the Company nor any of or its Subsidiaries (ithe “Premises”) has received any written notice with respect to the business of, or properties owned or leased by, been used by the Company or any of its the Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentor, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listingby any other Person, on the National Priorities List to manufacture, treat, store, or the Comprehensive dispose of any substance that has been designated to be a “hazardous substance” under applicable Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act Laws (hereinafter defined) (“CERCLAHazardous Substances”)) in violation of any applicable Environmental Laws, or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant except to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with extent that any such Permit violation would notnot reasonably, individually, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All To its knowledge, the Company has not disposed of, discharged, emitted or released any Hazardous Substances which would require, under applicable Environmental Laws, remediation, investigation or similar response activity. No Hazardous Substances are present as a result of the actions of the Company or, to the Company’s knowledge, any other Person, in, on or under the Premises which would give rise to any liability or clean-up obligations of the Company under applicable Environmental Laws, except to the extent that any such permits are presence would not reasonably, individually or in full force and effect the aggregate, be expected to have a Material Adverse Effect. The Company and, to the Company’s knowledge, there any other Person for whose conduct it may be responsible pursuant to an agreement or by operation of law, are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreementall laws, “Environmental Laws” means any applicable Federalregulations and other federal, state or local governmental requirements, and all applicable judgments, orders, writs, notices, decrees, permits, licenses, approvals, consents or injunctions in effect on the date of this Agreement relating to the generation, management, handling, transportation, treatment, disposal, storage, delivery, discharge, release or emission of any Hazardous Substance (the “Environmental Laws”). Neither the Company nor, to the Company’s knowledge, any other Person for whose conduct it may be responsible pursuant to an agreement or by operation of law has received any written complaint, notice, order, or citation of any actual, threatened or alleged noncompliance with any of the Environmental Laws, in each case as amended and in effect in the jurisdiction in which the applicable site there is no proceeding, suit or premises are locatedinvestigation pending or, pertaining to the protection of human healthCompany’s knowledge, safety threatened against the Company or, to the Company’s knowledge, any such Person with respect to any violation or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection alleged violation of the environment which regulate Environmental Laws, and, to the management knowledge of the Company, there is no basis for the institution of any such proceeding, suit or disposal of biological agents or substances including medical or infectious wastesinvestigation.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Rockwell Medical Technologies Inc)
Environmental. Except as described on Schedule 3.17,
(a) Neither 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 Knowledge of the Company, threatened against the Company nor any of its Subsidiaries (i) has received any written notice with respect to the business of, any matters relating to or properties owned or leased by, arising out of any Environmental Law;
(b) the Company or is and has at all times been in compliance, in all material respects, with all Environmental Laws and with any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that necessary Environmental Permits (as hereinafter defined); the Company or any of its Subsidiaries possesses all necessary permits, authorizations, approvals, licenses, consents, exemptions and other governmental authorizations required for their current operations under applicable Environmental Laws ("Environmental Permits"); all such Environmental Permits are in full force and effect; the Company is not in violation of any Environmental Permit or of any obligations, orders, schedules and timetables issued pursuant thereto; and there are no proceedings pending or, to the Knowledge of the Company, threatened which would jeopardize the validity of any Environmental Permit;
(c) to the Knowledge of the Company, there are no facts, circumstances or conditions that could reasonably be expected to be the basis of or to result in the Company incurring liability for the release of Hazardous Substances or incurring any liability, obligations, requirements for remedial or corrective action or costs under Environmental Laws, or could reasonably be expected to prevent or restrict the Company's compliance with any Environmental Laws governing pollution or the protection to restrict its use or transfer of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for pursuant to Environmental Laws;
(d) to the business Knowledge of the Company Company, none of the properties currently or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, leased or operated by the Company has been listed in, nor has the Company disposed or leased transported any premises Hazardous Substances to any site that is listedhas been listed in, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive any other list of sites requiring clean-up or investigation under Environmental Response, Compensation, and Liability Information System, both as Law maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act by any Governmental Authority; and
(“CERCLA”), or on any comparable state governmental lists, or (ive) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent Buyer complete, true and correct copies of all material environmental site assessments prepared by any personrecords, reports, assessments, studies, sampling results, investigations, audits, notifications, Environmental Permits and permits required under Environmental Laws and all other material correspondence with Governmental Entities pending permit applications. A list of such materials is provided in the Company’s possession relating to compliance with Environmental LawsSchedule 3.17.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither With respect to the Company nor any of its Subsidiaries Project Business:
(i) The Company and its Subsidiaries have not Released Hazardous Materials at, on, about or under any proposed Project sites in a manner that has received created a condition that has or could require remediation, investigation or other response activity under Environmental Law. The Company and its Subsidiaries have not generated, transported, treated, stored, or arranged to be disposed of Hazardous Materials on, from, or under any written notice with respect to the business proposed Project site in violation of, or properties owned in a manner or to a location that could give rise to Liability under any Environmental Law or Permit. To the knowledge of the Company, there have been no Hazardous Materials Released on, upon, from, or into any real property in the vicinity of any real property owned, leased byor used, currently or in the past, by the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that on a proposed Project site which may be come to be located on such real property owned, leased or used, currently or in the past, by the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, on a proposed Project site.
(ii) (A) Each of the Company and its Subsidiaries has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive materially complied with all Environmental Response, CompensationLaws, and Liability Actthe Company has not received written notice of any action, 42 U.S.C. § 9601 et seq.)suit, in excess proceeding, hearing, charge, complaint, claim, demand, notice or, to the knowledge of a reportable quantity on any property that is used for the business Company, investigation filed or commenced or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased alleging any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would notapplicable Environmental Law, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending the real property owned, leased or threatened claims that seek the revocationused, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, now or in the aggregatepast, reasonably be expected by the Company or any of its Subsidiaries, to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies the knowledge of the Company, is currently in compliance with all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other (B) the Company and each of its Subsidiaries are in material correspondence with Governmental Entities in the Company’s possession relating to compliance with all of the terms and conditions of any Permits and other authorizations that have already been obtained under applicable Environmental Laws.
(diii) To the knowledge of the Company, there is no event that has occurred that would reasonably be expected to result in material noncompliance by the Company or any of its Subsidiaries with any Environmental Laws with respect to the real property owned, leased or used, now or in the past, by the Company or any of its Subsidiaries.
(iv) Part I of Section 2.18(a)(iv) of the Company Disclosure Letter sets forth a complete list of all reports, studies and assessments commissioned by the Company or any of its Subsidiaries concerning the Environmental Condition of any real property owned, leased or used, currently or in the past, by the Company or any of its Subsidiaries, wildlife habitat, threatened and endangered species, wetlands and cultural resources at the sites, visual impacts of developing solar energy projects at the sites, potential interference of such development with civil and military aviation and radar, archeological resources, historical properties/structures, environmental justice, storm water, traffic impacts, noise impacts, and recreation impacts. Part II of Section 2.18(a)(iv) of the Company Disclosure Letter sets forth a complete list of all such reports commissioned, but not yet received by the Company or any of its Subsidiaries. The reports, studies and assessments listed on Parts I and II of Section 2.18(a)(iv) of the Company Disclosure Letter constitute the “Project Environmental Reports.” Neither the Company nor any Project Company has received written notice of any event, circumstance or condition that would render any information or conclusions in the Project Environmental Reports untrue or materially misleading. For purposes of this AgreementSection 2.18(a)(iv), “Environmental LawsCondition” means any applicable Federalshall mean the condition of the real property owned, state leased or local Lawsused, in each case as amended and in effect now or in the jurisdiction in which past, by the applicable site Company or premises are located, pertaining any of its Subsidiaries as it relates to the protection compliance or non-compliance of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇suchwith Environmental Laws.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Merger Agreement (First Solar, Inc.)
Environmental. Except as set forth in the Company Disclosure Schedule:
(a) Neither the The Company nor any of and its Subsidiaries (i) has received any written notice with respect have provided or made available to the business ofPurchaser all environmental audits, environmental assessments and environmental investigation reports, plus all other documents materially bearing on environmental, health or properties owned or leased bysafety Liabilities, in each case relating to the Company or any of its Subsidiaries from Subsidiaries, predecessors or Affiliates, or any Governmental Entity of their current or third party that remains outstanding alleging that former properties or facilities, to the extent such documents are in the possession of, or under the reasonable control of, the Company or any one of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental LawSubsidiaries.
(b) The Company and each of its Subsidiaries has obtained have, for the past five (5) years, complied in all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted material respects with and are in compliance in all material respects with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force all applicable Environmental and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse EffectSafety Requirements.
(c) The Company previously has made available and its Subsidiaries have obtained, maintained, and for the past five (5) years complied in all material respects with, all Authorizations required pursuant to Parent copies applicable Environmental and Safety Requirements for each of their respective operations and the occupation of the Real Property. The Company Disclosure Schedule contains a complete list of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other such material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental LawsAuthorizations.
(d) For purposes In the past five (5) years, none of this Agreementthe Company or its Subsidiaries has received any notice, “report or other overt threat in writing regarding any actual or alleged violation of, or any Liabilities or potential Liabilities arising under, Environmental Laws” means any applicable Federaland Safety Requirements, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining relating to the protection Company or one of human healthits Subsidiaries, safety the Real Property, or any former properties or facilities of the environmentCompany or one of its Subsidiaries, other than for minor matters that have been remediated in full. Without limiting the foregoing, none of the Company or its Subsidiaries has received any written notice or report, nor does the Company have Knowledge, that any real property currently or formerly owned, operated or leased in connection with the business of the Company or one of its Subsidiaries (including soils, groundwater, surface water, buildings and other structure located on any such real property) has been contaminated with any hazardous substance which would or would reasonably be expected to result in a Liability under applicable Environmental and Safety Requirements, other than for minor matters that have been remediated in full.
(e) None of the Company or its Subsidiaries is subject to any effective, pending or unresolved Action or Order relating to Environmental and Safety Requirements, and no such Action or Order is, to the Company’s Knowledge, threatened.
(f) None of the Company or its Subsidiaries have unresolved Liability related to their compliance or non-compliance with (i) applicable Environmental and Safety Requirements or (ii) Authorizations, nor any unresolved Liability related to any property or facility, including the Real Property, contaminated with any hazardous waste, substance or material.
(g) None of the Company or its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, released, or exposed any Person to, any substance, including without limitationlimitation any hazardous substance, or owned or operated any property or facility (and no such property or facility, including the following statutes Real Property, is contaminated by any hazardous substance) so as to give rise to any current or future Liabilities under Environmental and all regulations promulgated thereunder: CERCLA; 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 and would not reasonably be expected to result in a Material Adverse Effect on the Emergency Planning Company or any of its Subsidiaries.
(h) To the Company’s Knowledge, no underground storage tanks are located at the Real Property.
(i) Except to the extent (i) disclosed in the environmental site assessment reports set forth in the Company Disclosure Schedule, or (ii) that such a release would not and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇would not reasonably be expected to result in any Liability in excess of $25,000, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; neither the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act Company nor any of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; its Subsidiaries has any state or local statute of similar effect; and any Laws relating to protection knowledge of the environment which regulate release of any hazardous substance at or from the management or disposal Real Property, prior to its occupancy of biological agents or substances including medical or infectious wastesthe Real Property, and in violation of any Environmental and Safety Requirement applicable at the time of the release.
Appears in 1 contract
Sources: Stock Purchase Agreement (Worthington Industries Inc)
Environmental. (a) To the knowledge of the Company, each of the Company and its Subsidiaries is in compliance with all Environmental Laws, which compliance includes the possession by the Company and its Subsidiaries of material permits, licenses and other governmental authorizations required for their current operations under applicable Environmental Laws, and compliance with the terms and conditions thereof;
(b) Neither the Company nor any of its Subsidiaries has received written notice of any Environmental Claims against the Company or any Subsidiary; and
(c) To the knowledge of the Company, (i) has received any written notice with respect to the business ofreal property currently or previously owned, leased or properties owned or leased by, operated by the Company or any of its Subsidiaries from any Governmental Entity or third party Subsidiaries, there have been no releases of Hazardous Materials that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentrequire a Cleanup, and (ii) none of the Company, its Subsidiaries, or their respective predecessors has caused treated, stored, disposed of, arranged for or permitted the disposal of, manufactured, distributed, transported, handled, or released any “release” of a “substance, including without limitation any hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that is used for the business of the Company has given rise to Liabilities or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or could give rise to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary Liabilities pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes To the knowledge of this Agreementthe Company, “neither the Company nor any of its Subsidiaries has assumed, undertaken, or otherwise become subject to, any liability of any other Person or entity relating to Environmental, Health, and Safety Requirements.
(e) To the knowledge of the Company, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors could reasonably be expected to prevent, hinder or limit continued compliance with Environmental Laws” means , give rise to any applicable Federalinvestigatory, state remedial or local corrective obligations pursuant to Environmental Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are locatedgive rise to any other Liabilities (whether accrued, pertaining absolute, contingent, unliquidated or otherwise) pursuant to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Environmental Laws.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither Save as disclosed in schedule 4, so far as the Company nor any of its Subsidiaries Association is aware (having made all such diligent and proper enquiries as a prudent purchaser would make):
(i) has received the Properties are not contaminated with, nor have they or any written of the premises adjoining them been used for any purpose which may have caused the Properties or the ground water beneath or in its vicinity to be contaminated with any noxious or hazardous substances (whether in solid or liquid form or in the form of gas or vapour and whether by seepage or contamination from any neighbouring or adjoining property) which may cause pollution of the environment or harm to human health (and “pollution of the environment” and “harm” shall have the meanings respectively ascribed to them by s.1 Environmental Protection Act 1990);
(ii) the Properties have not been used for landfill or other waste disposal purposes;
(iii) no claim or notice with respect relating to the business any pollution of, or properties owned release into, the environment on or leased from the Properties has been received from, or threatened by, any third party the Company National Rivers Authority, Her Majesty’s Inspectorate of Pollution, the Environment Agency, the relevant local authority or any other competent authority and the state and condition of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries Properties is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (such as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used to constitute contaminated land for the business purpose of Part IIA of the Company or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Protection Act (“CERCLA”), or on any comparable state governmental lists, or 1990;
(iv) any development carried out on the Properties has received written notification of, and been in accordance with the Company has no knowledge of, recommendations of any potential responsibility or liability site/soil investigation report obtained in respect of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.Properties; and
(bv) The Company and each the Properties have never suffered from flooding or problems as a result of its Subsidiaries has subsidence. We undertake in the following terms: 1 We have obtained all permits required by Environmental Law necessary clear Land Registry searches in Forms OS1 and/or OS2 (as appropriate) or Land Charge Searches (as appropriate) in your favour, save, in the case of Land Registry Searches, for reference to pending applications in favour of third parties for the registration of matters which we confirm are non material to enable them the charges created by the Charge to conduct their respective businesses as currently conducted become fully effective and are in compliance with such permits, except where binding upon the failure Association and to obtain or comply with any such Permit would not, individually, or in charge properly the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse EffectProperties.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Security Trust Deed
Environmental. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) Neither no written notice, claim, demand, request for information, order, complaint or penalty has been received by the Company nor or any of its Subsidiaries (i) has received any written notice with respect Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the business ofKnowledge of the Company, threatened which allege a violation of or properties owned liability under any Environmental Laws, in each case relating to the Company or any of its Subsidiaries, (b) the Company and each of its Subsidiaries has all environmental permits, licenses and other approvals, and has maintained all financial assurances, necessary for its operations to comply with all applicable Environmental Laws and is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such permits, licenses and other approvals and with all other applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material is located at, on or under any property currently owned, operated or leased by, by the Company or any of its Subsidiaries from that would reasonably be expected to give rise to any Governmental Entity cost, liability or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business obligation of the Company or any of its Subsidiaries which release remains unresolvedunder any Environmental Laws, (iiid) currently ownsno Hazardous Material has been generated, operates or leases or has formerly owned, operated treated, stored, handled or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and controlled by the Company has no knowledge ofor any of its Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, any potential responsibility liability or liability obligation of the Company or any Subsidiary pursuant to of its Subsidiaries under any Environmental Laws, and (e) there are no agreements in which the provisions of (1) CERCLA, Company or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other Person arising under or relating to Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are Laws, which in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously case has not been made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining Commitment Parties prior to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇date hereof.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Backstop Commitment Agreement (Momentive Performance Materials Inc.)
Environmental. Except as set forth on Schedule 3.11, (a) Neither the Company nor GMR Parties are and have been for the past three (3) years in compliance in all material respects with all applicable Environmental Laws, and the GMR Parties are not liable for any material penalties, fines or forfeitures for failure to comply with any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environmentforegoing, (iib) has caused all licenses, permits, registrations, approvals or other authorizations required under any “release” Environmental Law for the operation of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company GMR Parties and the operation of their Vessels have been secured and maintained and the GMR Parties are and have been for the past three (3) years in compliance in all material respects therewith, (c) the GMR Parties are not in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree with respect to Environmental Laws to which any of its Subsidiaries the GMR Parties is a party or which release remains unresolvedwould affect the ability of the GMR Parties to operate any Vessel, property or other facility and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, (iiid) the GMR Parties have not received or been subject to any Environmental Claims and there are no Environmental Claims pending or, to the knowledge of the GMR Parties, threatened, against the GMR Parties in respect of which an unfavorable decision, ruling or finding has resulted or could reasonably be expected to result in a material liability pursuant to any Environmental Laws (other than Environmental Claims that have been fully and finally adjudicated or otherwise determined with no material continuing or future obligations and all fines, penalties and other costs, if any, payable by the GMR Parties in respect thereof have been paid in full or which are fully covered by insurance (including permitted deductibles)), (e) there are no facts, circumstances, conditions or occurrences on any Vessel, property or other facility currently owns, operates or leases formerly owned or has formerly owned, operated or leased any premises by the GMR Parties that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of reasonably likely (1) CERCLAto result in an Environmental Claim against the GMR Parties or any Vessel, property or other facility owned or operated by the GMR Parties, in respect of which an unfavorable decision, ruling or finding has resulted or could reasonably be expected to result in a material liability pursuant to any applicable Environmental Law, or (2) any similar Federalto cause such Vessel, state, local, foreign property or other facility to be subject to any restrictions on its ownership, occupancy, use or transferability under any Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain in each such case, such Environmental Claims or comply with any such Permit would not, individually, restrictions that individually or in the aggregateaggregate are not reasonably likely to have a Material Adverse Effect, (f) Hazardous Materials have not been generated, used, treated or stored on, transported to or from, released on or from, disposed of, or handled, and no Person has been exposed to any such Hazardous Materials, at any location, including any Vessel, property or other facility at any time owned or operated by the GMR Parties, where such occurrence or event has given or could reasonably be expected to give rise to a material liability pursuant to any Environmental Laws (other than such liabilities resulting from Environmental Claims that have a Company Material Adverse Effect. All such permits are been fully and finally adjudicated or otherwise determined with no material continuing or future obligations and all fines, penalties and other costs, if any, payable by the GMR Parties in respect thereof have been paid in full force or which are fully covered by insurance (including permitted deductibles)), (g) the GMR Parties have not assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any material liability of any other Person relating to Environmental Laws, and effect and(h) to their knowledge, the GMR Parties have no material liability with respect to the Company’s knowledge, there are no pending presence or threatened claims that seek the revocation, cancellation, suspension alleged presence of asbestos in any product or item or at or upon any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, property or in the aggregate, reasonably be expected to have a Company Material Adverse Effectfacility.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Equity Purchase Agreement (General Maritime Corp / MI)
Environmental. 5.26.1 Except as set forth in Section 5.26.1 of the Disclosure Schedule: (ai) Neither the Company and each of its Subsidiaries has for the past three (3) years complied in all material respects with and is currently in compliance in all material respects with all Environmental Laws and has in the past three (3) years received from any Person any (A) Environmental Notice or Environmental Claim, or (B) written request for information pursuant to any Environmental Law, which, in the case of (A) and (B), would reasonably be expected to result in a material Liability of the Company or its Subsidiaries and either remains pending or unresolved, or is the source of ongoing material obligations or requirements as of the Closing Date; (ii) the Company and each of its Subsidiaries have obtained and are in material compliance with all material Permits required under all applicable Environmental Laws (the “Environmental Permits”) necessary for the operation or of the Business of the Company and each of its Subsidiaries as currently conducted; (iii) (A) there has been no Release of Hazardous Materials by the Company or any of its Subsidiaries at any real property currently operated, leased or used, or, to the Knowledge of the Company, at any real property formerly operated, leased or used by the Company or any of its Subsidiaries, and (B) neither the Company nor any of its Subsidiaries (i) has received an Environmental Notice that any written notice real property currently operated, leased or used by the Company or any of its Subsidiaries has been contaminated with respect any Hazardous Material, in each case of (A) and (B), which would reasonably be expected to the business ofresult in a material Environmental Claim against, or properties owned a material violation of Environmental Laws or leased the terms of any Environmental Permit by, the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries from has treated, stored, disposed of, arranged for or permitted the disposal of, or Released, any Governmental Entity Hazardous Materials, in each case, which would reasonably be expected to result in a material Environmental Claim against, or third party a material violation of Environmental Laws or the terms of any Environmental Permit by, the Company or any of its Subsidiaries; and (v) neither the Company nor any of its Subsidiaries has manufactured, sold, marketed, installed or distributed products or items containing asbestos or silica in a manner that remains outstanding alleging that would reasonably be expected to give rise to a material Liability of the Company or any of its Subsidiaries.
5.26.2 The Company has furnished to Buyer copies of all material environmental assessments, reports and all material environmental documents relating to the current operations, real properties or facilities of the Business, the Company or any of its Subsidiaries is not which are in compliance its or any of its Subsidiaries’ possession or, to the Company’s actual knowledge with any Laws governing pollution or no duty of inquiry, control.
5.26.3 The representations and warranties set forth in this Section 5.26 are the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, sole and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business exclusive representations and warranties of the Company or any of its Subsidiaries which release remains unresolvedwith respect to any environmental matters, (iii) currently owns, operates or leases or has formerly owned, operated or leased including any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required arising under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession or relating to compliance with Environmental LawsClaims, Environmental Notices or Hazardous Materials.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Stock Purchase Agreement (Prestige Brands Holdings, Inc.)
Environmental. (a) Neither the Company nor any of its Subsidiaries (i) has received any written notice Except as set forth in Schedule 3.18, with respect to the business ofBusiness:
(a) There is no Environmental Litigation (or any Litigation against any Person whose Liability, or properties owned any portion thereof, for Environmental Matters or leased byunder any Environmental Laws that either of the Sellers has or, to the Knowledge of either of the Sellers, may have retained or assumed contractually or by operation of Law) pending or, to the Knowledge of either of the Sellers, threatened with respect to (i) the ownership, use, condition or operation of the Business, the Company Real Property or any other Asset of either of the Sellers or any Asset formerly held for use or sale by the Sellers or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company their respective predecessors or any of its Subsidiaries is not in compliance with any Laws governing pollution their respective current or the protection of human health former subsidiaries, or the environment, (ii) has caused any “release” violation or alleged violation of a “hazardous substance” (as those terms are defined in or Liability or alleged Liability under any Environmental Law or any Order related to Environmental Matters. To the Comprehensive Environmental ResponseKnowledge of either of the Sellers, Compensationthere have not been any, and Liability Actthere are no, 42 U.S.C. § 9601 et seq.)existing violations of (i) any Environmental Law, in excess of a reportable quantity on or (ii) any property that is used for Order related to Environmental Matters, with respect to the business ownership, use, condition or operation of the Company Business, the Real Property or any other Asset of the Sellers or any Asset formerly held for use or sale by the Sellers or any of its Subsidiaries which release remains unresolvedtheir respective predecessors or any of their respective current or former subsidiaries. To the Knowledge of either of the Sellers, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, any Environmental Matter, that could reasonably be expected to form the basis of (iiii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to Environmental Litigation against the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental listsSellers, or (ivii) has received written notification of, and any Litigation against any Person whose Liability (or any portion thereof) for Environmental Matters or under any Environmental Laws the Company has no knowledge of, any potential responsibility Sellers have or liability may have retained or assumed contractually or by operation of Law. To the Knowledge of either of the Company Sellers, neither of the Sellers or any Subsidiary pursuant of their respective predecessors or any of their respective current or former subsidiaries nor anyone Known to either of the provisions Sellers has used any Assets of (1) CERCLAthe Sellers or any of their respective predecessors or any of their respective current or former subsidiaries or any part thereof for the handling, treatment, storage, or (2) disposal of any similar Federal, state, local, foreign or other Hazardous Substances except in Material compliance with applicable Environmental LawLaws. The disclosure of facts set forth in Schedule 3.18 shall not relieve either of the Sellers of any of their respective obligations under this Agreement.
(b) The Company and each To the Knowledge of its Subsidiaries either of the Sellers, no release, discharge, spillage or disposal of any Hazardous Substances has obtained all permits required occurred or is occurring at any assets owned, leased, operated or managed by Environmental Law necessary to enable them to conduct the Sellers or any of their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension predecessors or any adverse modification of their respective current or former subsidiaries or any part thereof while or before such permitsAssets were owned, except where leased, operated or managed by the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse EffectSellers.
(c) The Company To the Knowledge of either of the Sellers, no soil or water in, under or adjacent to any Assets owned, leased, operated or managed, directly or indirectly, by the Sellers or Assets formerly held for use or sale by the Sellers or, in either case, any of their respective predecessors or any of their respective current or former subsidiaries has been contaminated by any Hazardous Substance while or before such Assets were owned, leased, operated or managed by the Sellers or any of their respective predecessors or any of their respective current or former subsidiaries.
(d) To the Knowledge of either of the Sellers, all waste containing any Hazardous Substances generated, used, handled, stored, treated or disposed of (directly or indirectly) by the Sellers or any of their respective predecessors or any of their respective current or former subsidiaries has been released or disposed of in compliance with all applicable reporting requirements under any Environmental Laws and there is no Environmental Litigation with respect to any such release or disposal.
(e) To the Knowledge of either of the Sellers, all underground tanks and other underground storage facilities presently or previously located at any Real Property owned, leased, operated or managed by the Sellers or any of their respective predecessors or any of their respective current or former subsidiaries or any such tanks or facilities located at any Real Property while such Real Property was owned, leased, operated, or managed by the Sellers or any of their respective predecessors or any of their respective current or former subsidiaries are listed together with the capacity and contents (former and current) of each such tank or facility in Schedule 3.18. To the Knowledge of either of the Sellers, none of such underground tanks or facilities is leaking or has ever leaked, and neither of the Sellers or any of their respective current or former subsidiaries holds any responsibility or Liability for any underground tanks or underground facilities at any other location.
(f) To the Knowledge of either of the Sellers, all hazardous waste has been removed from all Real Property of the Sellers and each of their respective predecessors and each of their respective current and former subsidiaries in Material compliance with applicable Environmental Laws.
(g) To the Knowledge of either of the Sellers, the Sellers and each of their respective predecessors or any of their respective current or former subsidiaries have complied with all applicable reporting requirements under all Environmental Laws concerning the disposal or release of Hazardous Substances and neither of the Sellers or any of their respective predecessors or any of their respective current or former subsidiaries has made any such reports concerning any Real Property of the Sellers or concerning the operations or activities of the Sellers or any of their respective predecessors or any of their respective current or former subsidiaries.
(h) To the Knowledge of either of the Sellers, no building or other Improvement or any Real Property owned, leased, operated or managed by the Sellers contains any asbestos-containing materials.
(i) To the Knowledge of either of the Sellers, without limiting the generality of any of the foregoing, (i) all on-site and off-site locations where the Sellers or any of their respective predecessors or any of their respective current or former subsidiaries has disposed or arranged for the disposal of Hazardous Substances are identified in Schedule 3.18, (ii) none of the on-site or off-site locations identified in Schedule 3.18 is listed on any federal, state or local government lists of abandoned disposal sites or sites where Hazardous Substances have or may have occurred, and (iii) no polychlorinated biphenyls ("PCB's") are used or stored on or in any real property owned, leased, operated or managed by the Sellers or any of their respective predecessors or any of their respective current or former subsidiaries, except in Material compliance with applicable Environmental Laws.
(j) Sellers have made available to Parent Purchaser copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession studies relating to compliance the investigation of the possibility of the presence or existence of any Environmental Matter with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining respect to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇Assets that are in Sellers' possession.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Asset Purchase Agreement (Gray Communications Systems Inc /Ga/)
Environmental. The Parent shall, and shall cause each of its Subsidiaries to, exercise reasonable due diligence in order to comply in all material respects with all Environmental Laws. The Parent agrees that the Administrative Agent may, from time to time, retain, at the expense of the Parent, an independent professional consultant reasonably acceptable to the Parent to review any report relating to Contaminants prepared by or for the Parent and to conduct its own investigation (athe scope of which investigation shall be reasonable based upon the circumstances) Neither of any property currently owned, leased, operated or used by the Company nor Parent or any of its Subsidiaries Subsidiaries, if (ix) has received any written notice with respect to the business ofa Default or an Event of Default shall have occurred and be continuing, or properties owned (y) the Administrative Agent reasonably believes (1) that an occurrence relating to such property is likely to give rise to any Environmental Liabilities and Costs or leased by(2) that a violation of an Environmental Law on or around such property has occurred or is likely to occur, which could, in either such case, reasonably be expected to result in Environmental Liabilities and Costs in excess of $10,000,000.00, provided that, unless an Event of Default shall have occurred and be continuing, such consultant shall not drill on any property of the Company Parent or any of its Subsidiaries from any Governmental Entity without the Parent’s prior written consent. The Parent shall use its reasonable efforts to obtain for the Administrative Agent and its agents, employees, consultants and contractors the right, upon reasonable notice to Parent, to enter into or third party that remains outstanding alleging that on to the Company facilities or Mortgaged Vessels currently owned, leased, operated or used by the Parent or any of its Subsidiaries is to perform such tests on such property as are reasonably necessary to conduct such a review and/or investigation. Any such investigation of any property shall be conducted, unless otherwise agreed to by the Parent and the Administrative Agent, during normal business hours and shall be conducted so as not to unreasonably interfere with the ongoing operations at any such property or Mortgaged Vessel or to cause any damage or loss at such property or Mortgaged Vessel. The Parent and the Administrative Agent hereby acknowledge and agree that any report of any investigation conducted at the request of the Administrative Agent pursuant to this subsection will be obtained and shall be used by the Administrative Agent and the Lenders for the purposes of the Lenders’ internal credit decisions, to monitor the Term Loans and Letter of Credit Exposure and to protect the Lenders’ security interests created by the Loan Documents, and the Administrative Agent and the Lenders hereby acknowledge and agree any such report will be kept confidential by them to the extent permitted by law except as provided in compliance the following sentence. The Administrative Agent agrees to deliver a copy of any such report to the Parent with the understanding that the Parent acknowledges and agrees that (i) it will indemnify and hold harmless the Administrative Agent and each Lender from any Laws governing pollution costs, losses or liabilities relating to the protection Parent’s use of human health or the environmentreliance on such report, (ii) has caused neither Administrative Agent nor any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, CompensationLender makes any representation or warranty with respect to such report, and Liability Act(iii) by delivering such report to the Parent, 42 U.S.C. § 9601 et seq.)neither the Administrative Agent nor any Lender is requiring or recommending the implementation of any suggestions or recommendations contained in such report. Promptly after a Responsible Officer of either Borrower obtains actual knowledge thereof, such Borrower shall advise the Administrative Agent in writing and in reasonable detail of (i) any Release or threatened Release of any Contaminants required to be reported by the Parent or its Subsidiaries, to any Governmental Authorities under any applicable Environmental Laws and which could reasonably be expected to have Environmental Liabilities and Costs in excess of $10,000,000.00, (ii) any and all written communications with respect to any pending or threatened claims under Environmental Law in each such case which, individually or in the aggregate, have a reportable quantity reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $10,000,000.00, (iii) any Remedial Action performed by the Parent or any other Person in response to (x) any Contaminants on, under or about any property, the existence of which has a reasonable possibility of resulting in Environmental Liabilities and Costs in excess of $10,000,000.00, or (y) any other Environmental Liabilities and Costs in excess of $10,000,000.00 that could result in Environmental Liabilities and Costs in excess of $10,000,000.00, (iv) discovery by the Parent or its Subsidiaries of any occurrence or condition on any material property that could cause the Parent’s or its Subsidiaries’ interest in any such property to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any applicable Environmental Laws or Environmental Liens, and (v) any written request for information from any Governmental Authority that fairly suggests such Governmental Authority is used for investigating whether the business of the Company Parent or any of its Subsidiaries may be potentially responsible for a Release or threatened Release of Contaminants which release remains unresolvedhas a reasonable possibility of giving rise to Environmental Liabilities and Costs in excess of $10,000,000.00. The Parent shall promptly notify the Administrative Agent of (i) any proposed acquisition of Stock, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listedassets, or property by the Parent or any of its Subsidiaries that could reasonably be expected to expose the Parent or any of its Subsidiaries to, or result in, Environmental Liabilities and Costs in excess of $10,000,000.00 and (ii) any proposed action to be taken by the Parent or any of its Subsidiaries to commence manufacturing, industrial or other similar operations that could reasonably be expected to subject the Parent or any of its Subsidiaries to additional Environmental Laws, that are materially different from the Environmental Laws applicable to the Company’s knowledgeoperations of the Parent or any of its Subsidiaries as of the Effective Date. The Parent shall, proposed for listingat its own expense, on provide copies of such documents or information as the National Priorities List Administrative Agent may reasonably request in relation to any matters disclosed pursuant to this Section 7.10. To the extent required by Environmental Laws or Governmental Authorities under applicable Environmental Laws, the Comprehensive Environmental Response, CompensationParent shall promptly take, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and shall cause each of its Subsidiaries has obtained promptly to take, any and all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are Remedial Action in compliance connection with such permitsthe presence, except where the failure to obtain handling, storage, use, disposal, transportation or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending Release or threatened claims that seek the revocation, cancellation, suspension or any adverse modification Release of any such permitsContaminants on, except where the failure under or affecting any property in order to have any such Permit would not, individually, or comply in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under material respects with all applicable Environmental Laws and all other Governmental Authorizations. In the event the Parent or any of its Subsidiaries undertakes any Remedial Action with respect to the presence, Release or threatened Release of any Contaminants on or affecting any property, the Parent or any of its Subsidiaries shall conduct and complete such Remedial Action in material correspondence with Governmental Entities in the Company’s possession relating to compliance with all applicable Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which material accordance with the applicable site or premises are locatedpolicies, pertaining orders and directives of all relevant Governmental Authorities except when, and only to the protection of human health, safety or the environment, including without limitationextent that, the following statutes and all regulations promulgated thereunder: CERCLA; Parent or any such Subsidiaries’ liability for such presence, handling, storage, use, disposal, transportation or Release or threatened Release of any Contaminants is being contested in good faith by Borrower or any of such Subsidiaries. In the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇event the Parent fails to take required actions to address such Release or threatened Release of Contaminants or to address a violation of or liability under Environmental Law, ▇▇ ▇the Administrative Agent may, upon providing the Parent with 5 Business Days’ prior written notice, enter the property and, at the Parent’s sole expense, perform whatever action the Administrative Agent reasonably deems prudent to rectify the situation.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Except for items which could not reasonably be expected to have a material adverse effect on the Company or any Subsidiary, no part of the Company's or any of its Subsidiaries' assets, including, without limitation, any real property owned or, to the knowledge of such entity after diligent and appropriate inquiry by the officers of such entity, leased by any such entity, is contaminated by any substance or material presently identified to be toxic, a pollutant, a contaminant or a hazardous substance according to any Applicable Environmental Law. Neither the Company nor any Subsidiary has caused or suffered to occur any material discharge, release, spillage, emission, uncontrolled loss, seepage or filtration of its Subsidiaries (i) has received oil or petroleum or chemical liquids or solids, liquid or gaseous products or hazardous waste or hazardous substance at, from, upon, and under or within any written notice with respect to the business of, or properties real property owned or leased by, by the Company or any of its Subsidiaries from Subsidiary, or any Governmental Entity or third party that remains outstanding alleging that contiguous real property. Neither the Company nor any Subsidiary has been and none of such entities has committed any acts or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries omissions which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or could reasonably be expected to lead to the Company’s knowledge, proposed for listing, imposition on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLAmaterial liability, or (2) creation of a lien on the Company's or any similar FederalSubsidiary's assets, state, local, foreign or other under any Applicable Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this AgreementSection, “"Applicable Environmental Laws” means Law" shall mean any applicable Federallaw affecting real or personal property owned, state operated or local Laws, leased by the Company or any Subsidiary or any other operation of the Company or any Subsidiary in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, any way pertaining to the protection of human health, safety safety, or the environment, including including, without limitation, (i) the following statutes Comprehensive Environmental Response, Conservation and all regulations promulgated thereunder: Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (as amended from time to time, herein referred to as "CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇"), ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; (ii) the Resource Conservation Compensation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act of 1980, and the Hazardous and Solid Waste Amendments of 1984 (as amended from time to time, herein referred to as "RCRA"), (iii) the Safe Drinking Water Act, 42 U.S.C. § 6901 et seq.; as amended from time to time, (iv) the Federal Water Pollution Toxic Substances Control Act, 33 U.S.C. § 1251 et seq.; as amended from time to time, (v) the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; as amended from time to time, (vi) the Federal Insecticide, Fungicide Occupational Safety and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Health Act, as amendedamended from time to time, 49 U.S.C. § 1801 et seq.and (vii) any laws which may now or hereafter require removal of asbestos or other hazardous wastes or impose any liability related to asbestos or other hazardous wastes. The terms "hazardous substance", "petroleum", "release", and "threatened release" have the meanings specified in CERCLA, and the terms "solid waste" and "disposal" (or "disposed") have the meanings specified in RCRA; provided, however, that in the Atomic Energy Actevent either CERCLA or RCRA is amended so as to broaden the meaning of any term defined thereby, 42 U.S.C. § 2014 et seq.such broader meaning shall apply subsequent to the effective date of such amendment with respect to all provisions of this Agreement; and provided further, however, that to the extent the laws of any nation, province, state or local statute of similar effect; and political subdivision thereof in which any Laws relating to protection of real or personal property owned, operated or leased by the environment Company or any Subsidiary is located or in which regulate the management Company or disposal of biological agents any Subsidiary conducts operations establish a meaning for "hazardous substance", "petroleum", "release", "solid waste" or substances including medical or infectious wastes."disposal" which
Appears in 1 contract
Sources: Stock Purchase Agreement (Chaney R & Partners 1993 Lp)
Environmental. Except as identified by the Environmental Audits or as otherwise set forth on Schedule 4.15:
(a) Neither The Business and the Company nor any Purchased Assets are in material compliance with all limitations, restrictions, conditions, standards, prohibitions, requirements and obligations established under applicable Environmental Laws. Without limiting the generality of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased byforegoing, the Company or any of its Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries Business is not in material compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those all terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business conditions of the Company State of Michigan Renewable Operating Permit as revised on or any of its Subsidiaries which release remains unresolvedabout June 9, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law2003.
(b) The Company Seller is not in receipt of any pending notice of violation of Environmental Law with respect to the Business or the Purchased Assets.
(c) There has been no disposal or release of Hazardous Substances at, in or under or from any of the Purchased Assets or from the Business that reasonably could be expected, now or with the passage of time, to result in material liability to the Buying Parties after the Closing.
(d) There are no pending or, to the Knowledge of the Seller, threatened actions, suits, claims, investigations, inquiries or proceedings by or before any court or other Governmental Authority directed against the Seller in connection with the Business or any of the Purchased Assets that pertain or relate to (i) any obligations or liabilities, contingent or otherwise, under any Environmental Law; (ii) violations or alleged violations of Environmental Laws; or (iii) personal injury or property damage claims relating to the release into the environment of Hazardous Substances.
(e) The Seller is not operating or required to be operating the Business or any of the Purchased Assets under any compliance or consent order, decree or agreement issued or entered into under Environmental Laws.
(f) To the Knowledge of the Seller, there is no asbestos or asbestos containing materials present at or in any of the Purchased Assets other than floor tile mastic.
(g) To the Knowledge of the Seller, no underground storage tanks or polychlorinated biphenyls have been introduced to the Owned Real Property by the Seller in connection with the Business except for trace amounts of polychlorinated biphenyls in scrap.
(h) To the Knowledge of the Seller and each other than in the ordinary course of business, there are no liabilities under Environmental Laws arising from or related to the Purchased Assets or the Business with respect to which the Seller has assumed or otherwise agreed to be responsible for the liabilities of a Third Party, by contract or otherwise.
(i) To the Knowledge of the Seller, the Seller has provided the Buyer access to and copies as requested of (i) any Third Party environmental audits, evaluations, assessments and investigations pertaining to the Business or any of the Purchased Assets that are in the possession of or subject to the control of the Seller or any of its Subsidiaries has obtained Affiliates and that were prepared or conducted since June 30, 1998, and (ii) all permits required monitoring data of, and other environmental records pertaining to, the Business or any of the Purchased Assets that are in the possession of or subject to the control of the Seller or any of its Affiliates and that were prepared or conducted since June 30, 2002.
(j) The Seller is in material compliance with all Environmental Permits held by the Seller in connection with the Business and all Environmental Law Permits held by the Seller in connection with the Business are identified on Schedule 4.15. Each Environmental Permit listed on Schedule 4.15 is valid and in full force and effect. Except as set forth in Schedule 4.15, the Seller is not in violation of any of the requirements pertaining to those Environmental Permits. All Environmental Permits necessary to enable them to conduct their respective businesses the Business as currently conducted have been acquired and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andeffect.
(k) To the Knowledge of the Seller, all of the information set forth in Schedule 7.12 is complete and accurate. Notwithstanding anything to the contrary in this Agreement, the representations and warranties contained in this Section 4.15 and Sections 4.5, 4.6(a), 4.6(b) (other than with respect to the use of engineered controls, isolation zones, use restrictions and limitations that do not materially impact the conduct of the Business as presently conducted), 4.21(a) and 4.25 (which, to the Company’s knowledgeextent they relate to environmental matters, there are no pending or threatened claims incorporated herein) are the only representations and warranties of the Seller that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure pertain to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with or Environmental LawsPermits.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Neither Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company nor and its Subsidiaries, taken as a whole:
(i) since January 1, 2013, the Company and its Subsidiaries have been and are in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits required for their operations under applicable Environmental Laws;
(ii) there is no pending or, to the Knowledge of the Company, threatened Proceeding pursuant to or relating to any Environmental Law against the Company or any of its Subsidiaries (i) has received any written notice with respect to the business of, or properties owned or leased by, Subsidiaries. None of the Company or any of its Subsidiaries has received notice or a request for information from any Person, including any Governmental Entity or third party that remains outstanding Authority, alleging that the Company or any of its Subsidiaries has been or is not in compliance with actual or potential violation of any Laws governing pollution applicable Environmental Law or the protection of human health otherwise may be liable under any applicable Environmental Law, which violation or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that liability is used for the business unresolved. None of the Company or any of its Subsidiaries which release remains unresolved, is a party or subject to any Order pursuant to Environmental Law;
(iii) currently ownsthere have been no Releases of Hazardous Materials at, operates on, under or leases from any location that have resulted in or has formerly owned, operated or leased any premises that is listed, or are reasonably likely to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of result in an obligation by the Company or any Subsidiary of its Subsidiaries to remediate such Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the provisions Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to such Releases; and
(1iv) CERCLAneither the Company nor any of its Subsidiaries has entered into any written agreement or incurred any legal obligation that may require it to pay to, reimburse, or (2) indemnify any similar Federal, state, local, foreign other Person from or other against liabilities or costs arising in connection with or pursuant to Environmental Law, or relating to the generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials.
(b) The Company and each has delivered or otherwise made available for inspection to the Parent copies of any reports, investigations, audits, assessments (including Phase I or II environmental site assessments), studies or other material documents in the possession of or reasonably available to the Company or any of its Subsidiaries has obtained all permits required pertaining to: (i) any unresolved claims arising under or related to any Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain Company or comply with any such Permit would not, individually, of its Subsidiaries; or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to (iii) the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to its Subsidiaries’ compliance with applicable Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. (a) Except for items which could not reasonably be expected to have a material adverse effect on the Company or any Subsidiary, no part of the Company's or any of its Subsidiaries' assets, including, without limitation, any real property owned or, to the knowledge of such entity after diligent and appropriate inquiry by the officers of such entity, leased by any such entity, is contaminated by any substance or material presently identified to be toxic, a pollutant, a contaminant or a hazardous substance according to any Applicable Environmental Law. Neither the Company nor any Subsidiary has caused or suffered to occur any material discharge, release, spillage, emission, uncontrolled loss, seepage or filtration of its Subsidiaries (i) has received oil or petroleum or chemical liquids or solids, liquid or gaseous products or hazardous waste or hazardous substance at, from, upon, and under or within any written notice with respect to the business of, or properties real property owned or leased by, by the Company or any of its Subsidiaries from Subsidiary, or any Governmental Entity or third party that remains outstanding alleging that contiguous real property. Neither the Company nor any Subsidiary has been and none of such entities has committed any acts or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of the Company or any of its Subsidiaries omissions which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or could reasonably be expected to lead to the Company’s knowledge, proposed for listing, imposition on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to the provisions of (1) CERCLAmaterial liability, or (2) creation of a lien on the Company's or any similar FederalSubsidiary's assets, state, local, foreign or other under any Applicable Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this AgreementSection, “"Applicable Environmental Laws” means Law" shall mean any applicable Federallaw affecting real or personal property owned, state operated or local Laws, leased by the Company or any Subsidiary or any other operation of the Company or any Subsidiary in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, any way pertaining to the protection of human health, safety safety, or the environment, including including, without limitation, (i) the following statutes Comprehensive Environmental Response, Conservation and all regulations promulgated thereunder: Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (as amended from time to time, herein referred to as "CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇"), ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; (ii) the Resource Conservation Compensation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 19901976, 33 U.S.C. § 2701 et seq.; as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act of 1980, and the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.and
Appears in 1 contract
Sources: Stock Purchase Agreement (North American Technologies Group Inc /Mi/)
Environmental. Except as would not have a Company Material Adverse Effect:
(a) Neither the Company and its Subsidiaries are, and since January 1, 2019 have been, in compliance with all applicable Environmental Laws, including possessing all Company Permits required for their operations under applicable Environmental Laws;
(b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries;
(c) since January 1, 2019 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved;
(d) neither the Company nor any of its Subsidiaries (i) is a party or subject to any Order pursuant to Environmental Law (ii) to the Knowledge of the Company, has received exposed any written notice person to any Hazardous Material that would give rise to liability (contingent or otherwise) pursuant to Environmental Law; or (iii) has assumed, undertaken or provided an indemnity with respect to any liability (contingent or otherwise) of any other Person relating to any Environmental Law; and
(e) to the Knowledge of the Company, with respect to the business ofOwned Real Property and the Leased Real Property, there have been no Releases on or properties owned or leased by, the Company or underneath any of its Subsidiaries from any Governmental Entity or third party such real properties that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property environmental contamination at such real properties that is used for the business of the Company reasonably likely to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or any of its Subsidiaries which release remains unresolved, (iii) currently owns, operates or leases or has formerly owned, operated or leased any premises that is listed, or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons. The representations and warranties set forth in this Section 4.18 are the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, sole and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant exclusive representations with respect to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are environmental matters in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Merger Agreement (Corelogic, Inc.)
Environmental. (a) Neither Except as to matters that would not reasonably be expected to have, individually or in the Company nor any of its Subsidiaries (i) has received any written notice with respect aggregate, a Material Adverse Effect, there are no judicial, administrative or other actions, suits or proceedings pending or, to the business ofKnowledge of the Debtors, threatened which allege a violation of or properties owned or leased byliability under any Environmental Laws, in each case relating to the Company Debtors or any of its their Subsidiaries, (b) except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Debtors and each of their Subsidiaries from any Governmental Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not have been in compliance with any Laws governing pollution or the protection of human health or the environmentall applicable Environmental Laws, (iic) has caused any “release” of a “hazardous substance” (except as those terms are defined to matters that would not reasonably be expected to have, individually or in the Comprehensive aggregate, a Material Adverse Effect, the Debtors and each of their Subsidiaries have all permits, licenses and other approvals required under Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess Laws that are necessary to the operations of a reportable quantity on any property that is used for the business of the Company or any Debtors and their Subsidiaries, and have maintained all financial assurances reasonably necessary for its operations to comply, in all respects, with all applicable Environmental Laws and is, and to the Knowledge of its Subsidiaries which release remains unresolvedthe Debtors, have been, in compliance with the terms of such permits, licenses and other approvals, (iiid) to the Knowledge of the Debtors, there has been no Release of Hazardous Material at, on or under any property currently owns, operates or leases or has formerly owned, operated or leased by the Debtors or any premises of their Subsidiaries that is listedwould be expected to give rise to any cost, liability or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability obligation of the Company Debtors or any Subsidiary of their Subsidiaries under any Environmental Laws other than costs, liabilities or obligations related to asset retirement obligations incurred or anticipated to be incurred pursuant to the provisions of (1) CERCLAEnvironmental Laws or costs liabilities or obligations that would not reasonably be expected to have, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, individually or in the aggregate, a Material Adverse Effect, and (e) except as to matters that would not reasonably be expected to have a Company Material Adverse Effect. All such permits are in full force and effect andhave, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, individually or in the aggregate, reasonably a Material Adverse Effect, no Hazardous Material has been generated, owned, treated, stored, handled or controlled by the Debtors or any of their Subsidiaries and transported by (or on behalf of) the Debtors or any of their Subsidiaries to, or Released at any, location in a manner that would be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available give rise to Parent copies any cost, liability or obligation of all environmental site assessments prepared by the Debtors or any person, and permits required of their Subsidiaries under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with any applicable Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Environmental. Except as set forth in Section 6.01(r) of the Disclosure Schedule:
(ai) Neither the Company nor any of its Subsidiaries (i) subsidiaries has received any written notice with respect to the business of, or properties owned or leased by, to the knowledge of the Company is subject to, any pending or any threatened action, cause of its Subsidiaries from any Governmental Entity action, claim or third party that remains outstanding investigation alleging that the Company liability under or any of its Subsidiaries is not in non-compliance with any Laws governing applicable federal, state or local laws or regulations relating to pollution or the protection of human health or the environmentenvironment ("Environmental Laws"), except for such actions, causes of action, claims or investigations which, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.
(ii) To the knowledge of the Company, there has caused been no spill, discharge, leak, emission, injection, disposal, escape, dumping or release of any “release” kind (collectively, "Release") on, beneath, above or into any of a “hazardous substance” (as those terms are defined in the Comprehensive Environmental Responsereal property currently owned, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of leased or operated by the Company or any of its Subsidiaries which release remains unresolvedsubsidiaries (collectively, (iii) currently ownsthe "Current Property"), operates or leases or has any of the real property formerly owned, leased or operated or leased any premises that is listed, or to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of by the Company or any Subsidiary pursuant to the provisions of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Law.
(b) The Company and each of its Subsidiaries has obtained all permits required by subsidiaries (collectively, the "Former Property"), of any pollutants, contaminants, hazardous substances, hazardous chemicals, toxic substances, hazardous wastes, infectious wastes, radioactive materials, materials, petroleum (including without limitation crude oil or any fraction thereof) or solid wastes, including without limitation those defined in any Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits("Hazardous Materials"), except where the failure to obtain or comply with for any such Permit would notReleases which have been investigated and cleaned up and which, individually, individually or in the aggregate, are not reasonably be expected likely to have a Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(ciii) The Neither of the Company previously nor any of its subsidiaries has made available to Parent copies of all environmental been identified as a potentially responsible party at a site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities listed in the Company’s possession relating to compliance with Environmental LawsNational Priorities List.
(div) For purposes To the knowledge of this Agreementthe Company, “Environmental Laws” means no Current Property is or ever has been used by the Company, and no Former Property was used by the Company during the Company's or any applicable Federalof its subsidiaries' period of ownership or operation thereof, state or local Lawsby any other person or entity under the Company's control for the storage, disposal, generation, manufacture, refinement, transportation, production or treatment of any Hazardous Materials in each case such a manner as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; require a permit under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 ss. 6901, et seq.;
(v) To the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection knowledge of the environment Company, there are no underground storage tanks, injection ▇▇▇▇▇ or landfills located on the Current Property, and there are no asbestos-containing materials or polychlorinated biphenyls (PCBs) located on the Current Property in such form, quantities or condition which regulate create any material unpaid liability or obligation of the management Company or disposal any of biological agents or substances including medical or infectious wastesits subsidiaries under any Environmental Laws.
Appears in 1 contract
Environmental. (a) Except as set forth in Section 3.16 of the Company Disclosure Letter:
(i) since the Lookback Date, the Company and each Company Subsidiary have been and are in material compliance with all Environmental Laws, including possessing and materially complying with material all Company Permits required for their operations in accordance with Environmental Laws;
(ii) there is no pending Proceeding or Proceeding threatened in a writing received by the Company relating to any Environmental Law against the Company or any Company Subsidiary. Neither the Company nor any of its Subsidiaries (i) Company Subsidiary has received any written notice with respect to the business of, or properties owned or leased by, the Company or any of its Subsidiaries a request for information from any Person, including any Governmental Entity or third party that remains outstanding Authority, alleging that the Company or any Company Subsidiary has been or is in actual or potential violation of its Subsidiaries any Environmental Law or otherwise may be liable under any Environmental Law, which violation or liability is not unresolved. Neither the Company nor any Company Subsidiary is a party or subject to any Order under any Environmental Law;
(iii) there have been no releases of Hazardous Materials at, on, under or from any location that have resulted in compliance with any Laws governing pollution or the protection of human health or the environment, (ii) has caused any “release” of a “hazardous substance” (as those terms are defined reasonably likely to result in the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.), in excess of a reportable quantity on any property that is used for the business of an obligation by the Company or any of its Subsidiaries which release remains unresolvedCompany Subsidiary to report, (iii) currently ownsinvestigate, operates remediate or leases otherwise respond to such releases in accordance with Environmental Law or has formerly owned, operated otherwise have resulted in or leased any premises that is listed, or are reasonably likely to the Company’s knowledge, proposed for listing, on the National Priorities List or the Comprehensive Environmental Response, Compensation, and Liability Information System, both as maintained under the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), or on any comparable state governmental lists, or (iv) has received written notification of, and the Company has no knowledge of, any potential responsibility or result in material liability of to the Company or any Company Subsidiary pursuant under any Environmental Law with respect to such releases; and
(iv) neither the Company nor any Company Subsidiary has entered into any written agreement or incurred any legal obligation that may require it to pay to, reimburse, or indemnify any other Person from or against liabilities or costs in connection with any Environmental Law, or relating to the provisions generation, manufacture, use, transportation or disposal of (1) CERCLA, or (2) any similar Federal, state, local, foreign or other Environmental Lawexposure to Hazardous Materials.
(b) The Company has delivered or otherwise made available for inspection to Parent correct and each complete copies of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permitsany reports, except where the failure to obtain investigations, audits, assessments (including Phase I or comply with any such Permit would notII environmental site assessments), individually, studies or other material documents in the aggregatepossession of or reasonably available to the Company or any Company Subsidiary pertaining to (i) any unresolved claims arising under or related to any Environmental Law, reasonably be expected to have a (ii) the environmental condition of any property currently or formerly owned, operated or leased by the Company Material Adverse Effect. All such permits are in full force and effect and, to or any Company Subsidiary or (iii) the Company’s knowledge, there are no pending or threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company previously has made available to Parent copies of all environmental site assessments prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the CompanySubsidiary’s possession relating to compliance with Environmental Laws.
(d) For purposes of this Agreement, “Environmental Laws” means any applicable Federal, state or local Laws, in each case as amended and in effect in the jurisdiction in which the applicable site or premises are located, pertaining to the protection of human health, safety or the environment, including without limitation, the following statutes and all regulations promulgated thereunder: CERCLA; the Emergency Planning and Community ▇▇▇▇▇-▇▇-▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. § ▇▇▇▇▇ et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Federal Clean Air Act, 42 U.S.C. § 7401 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq.; the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act, 42 U.S.C. § 2014 et seq.; any state or local statute of similar effect; and any Laws relating to protection of the environment which regulate the management or disposal of biological agents or substances including medical or infectious wastes.
Appears in 1 contract
Sources: Merger Agreement (Invuity, Inc.)