Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries: (i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws; (ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries; (v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date; (viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and (ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 4 contracts
Sources: Support Agreement (Primero Mining Corp), Arrangement Agreement (Primero Mining Corp), Support Agreement (Primero Mining Corp)
Environmental. (a) Except as disclosed has not or would not have a North American Business Material Adverse Effect, since December 31, 2006, CCE and its Subsidiaries and Affiliates have at all times been, and are, in compliance with respect to the North American Business and the North American Business Assets, with all applicable Environmental Laws, including, but not limited to, possessing and complying with all Permits required for their operations under applicable Environmental Laws; and have not received any written communication, whether from a Governmental Entity or other Person, alleging that CCE or its Subsidiaries or Affiliates is not in such compliance, and there are no past or present actions, conditions, activities, circumstances or occurrences that would prevent such compliance in the Northgate Disclosure Letterfuture. Within forty-five (45) days of the date hereof, or CCE will deliver to TCCC a complete list of all material Permits held by CCE and its Subsidiaries and Affiliates with respect to the extent that any violation North American Business or the North American Business Assets pursuant to applicable Environmental Laws as of the date of delivery.
(b) No transfers of permits or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or governmental authorizations under Environmental Laws from any of the Northgate Subsidiaries:Other CCE Businesses will be required to permit the conduct of the North American Business in material compliance with all applicable Environmental Laws as of the Effective Time, as conducted by the North American Business immediately prior to the Effective Time.
(ic) Northgate and Except as would not result in a North American Business Material Adverse Effect, there is no Environmental Claim pending or, to the Northgate Subsidiaries are and have been in compliance withKnowledge of CCE threatened, and are not in violation ofagainst CCE, any North American Business Subsidiary or, to the Knowledge of CCE, any North American Joint Venture or, to the Knowledge of CCE, against any Person whose liability for any Environmental Laws;Claim, CCE, any North American Business Subsidiary or, to the Knowledge of CCE, any North American Joint Venture, has retained or assumed either contractually or by operation of law, in each case relating to the North American Business or the North American Business Assets.
(iid) Northgate and There are no past or present actions, conditions, activities, circumstances or occurrences, including the Northgate Subsidiaries have operated their respective business at all times and have generatedRelease, received, handled, used, stored, treated, shipped and disposed threatened Release or presence of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, Hazardous Material which could reasonably be expected to form the basis of any material Environmental Claim relating to the North American Business or the North American Business Assets against CCE and its Subsidiaries and Affiliates, or to the Knowledge of CCE, against any Person whose liability for any Environmental Claim, CCE and its Subsidiaries and Affiliates has retained or assumed either contractually or by operation of law, except in each case as would not result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;a North American Business Material Adverse Effect.
(ive) no orders, notifications, directives, demands, claims, instructions, directions None of CCE or notices have been issued its Subsidiaries and remain outstanding by Affiliates is a party or subject to any Governmental Entity administrative or judicial order or decree relating to the North American Business or the North American Business Assets pursuant to any the Environmental Laws, whether or except in each case as would not result in a North American Business Material Adverse Effect.
(f) CCE and its Subsidiaries and Affiliates have the force of lawnot, relating and to the business Knowledge of CCE, no other Person has, stored, deposited, discharged, buried, dumped or assets disposed of Northgate Hazardous Materials, on or beneath any Real Property currently or to the Knowledge of CCE, formerly owned, operated or leased by CCE, except for inventories of such substances to be used, and wastes generated therefrom, in the ordinary course of the North American Business, except in each case as would not result in a North American Business Material Adverse Effect. With respect to any offsite disposal location used by CCE to dispose of any Hazardous Materials, to the Knowledge of CCE, there have been no Releases of Hazardous Materials on or underneath any of the Northgate Subsidiaries;such location that would result in a North American Business Material Adverse Effect.
(vg) neither Northgate nor any of the Northgate CCE and its Subsidiaries has failed and Affiliates have delivered or otherwise made available for inspection to report to the proper Governmental Entity the occurrence TCCC true, complete and correct copies of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation non-privileged reports, studies, plansanalyses, regulatory correspondence tests or monitoring possessed by CCE and similar information with respect its Subsidiaries and Affiliates pertaining to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability potential liability under any Environmental Law relating to Hazardous Materials in, on, beneath or adjacent to any Real Property currently or formerly owned, operated or leased by CCE and its Subsidiaries and Affiliates, or regarding the compliance by CCE and its Subsidiaries and Affiliates with applicable Environmental Laws, in each case relating to the North American Business or the North American Business Assets.
(h) Notwithstanding any provision of this Agreement to the contrary, the representations and warranties set forth in this Section 4.21 are the sole and exclusive representations relating to Environmental Laws and environmental matters in this Agreement.
Appears in 3 contracts
Sources: Business Separation and Merger Agreement (Coca-Cola Enterprises, Inc.), Business Separation and Merger Agreement (Coca Cola Enterprises Inc), Business Separation and Merger Agreement (Coca Cola Co)
Environmental. Except as disclosed in the Northgate Disclosure Letter, or (a) The Administrative Borrower will deliver to the extent that Administrative Agent as soon as practicable following the sending or receipt thereof by the Administrative Borrower or any violation or other matter referred of its Restricted Subsidiaries, a copy of any and all written communications with respect to in this subsection does not(A) any Environmental Claim that, individually or in the aggregate, has a reasonable possibility of giving rise to a Material Adverse Effect; (B) any Release required to be reported by the Administrative Borrower or any of its Restricted Subsidiaries to any federal, state, provincial, municipal or local governmental or regulatory agency or other Governmental Authority that reasonably could be expected to have a Material Adverse Effect, (C) any request made to the Administrative Borrower or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Administrative Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect on Northgate or and (D) subject to the limitations set forth in the proviso to Section 5.01(j), such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.09(a).
(b) The Administrative Borrower shall promptly take, and shall cause each of the Northgate Subsidiaries:
its Restricted Subsidiaries promptly to take, any and all actions necessary to (i) Northgate and cure any violation of or noncompliance with any applicable Environmental Law by the Northgate Subsidiaries are and have been in compliance withAdministrative Borrower or its Restricted Subsidiaries, and are not in violation of, address with appropriate corrective or remedial action any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business Release or threatened Release of Hazardous Materials at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operationsany Facility, which could reasonably be expected to result in Liability under any Environmental Laweach case, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under have a Material Adverse Effect and (ii) make an appropriate response to any Environmental LawsClaim against the Administrative Borrower or any of its Restricted Subsidiaries and discharge any obligations it may have to any Person thereunder, in each case, where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Sources: Credit Agreement (Syneos Health, Inc.), Credit Agreement (Syneos Health, Inc.), Credit Agreement (INC Research Holdings, Inc.)
Environmental. Except as disclosed The Issuer shall, and shall cause each other Securitization Entity to, promptly notify the Control Party, the Manager, the Back-Up Manager and the Trustee, in writing, upon receipt of any written notice pursuant to which any Securitization Entity becomes aware from any source (including but not limited to a governmental entity) of any possible material liability of any Securitization Entity pursuant to any Environmental Law that could reasonably be expected to have a Material Adverse Effect. In addition, other than exceptions to any of the Northgate Disclosure Letter, or to the extent following that any violation or other matter referred to in this subsection does could not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect on Northgate or any of Effect, the Northgate SubsidiariesIssuer shall, and shall cause each other Securitization Entity to:
(a) (i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any comply with all applicable Environmental Laws;
, (ii) Northgate hold all Environmental Permits (each of which is in full force and the Northgate Subsidiaries have effect) required for any of their current operations or for any property owned, leased, or otherwise operated their respective business at by any of them and obtain all times Environmental Permits for any intended operations when such Environmental Permits are required and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there comply with all of their Environmental Permits; and
(b) undertake all investigative and remedial action required by Environmental Laws with respect to any Materials of Environmental Concern present at, on, under, in, or about any Real Estate Assets or New Real Estate Assets owned, leased or operated by the Issuer or any Securitization Entity, or at any other location (including, without limitation, any location to which Materials of Environmental Concern have been no spillssent for re-use or recycling or for treatment, releases, deposits storage or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, disposal) which could reasonably be expected to (i) give rise to liability of the Issuer or any Securitization Entity under any applicable Environmental Law or otherwise result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating costs to the business or assets of Northgate Issuer or any of Securitization Entity, (ii) interfere with the Northgate Subsidiaries;
Issuer’s or any Securitization Entity’s continued operations or (viii) neither Northgate nor any of impair the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence fair saleable value of any event which is required to be so reported Real Estate Assets or New Real Estate Assets owned by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, Issuer or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSecuritization Entity.
Appears in 3 contracts
Sources: Omnibus Amendment (Fat Brands, Inc), Base Indenture (Twin Hospitality Group Inc.), Base Indenture (Fat Brands, Inc)
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent matters that any violation or other matter referred would not reasonably be expected to in this subsection does nothave, individually or in the aggregate, have a Material Adverse Effect on Northgate Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance withDebtors, and there are not in violation ofno Legal Proceedings pending or, any Environmental Laws;
(ii) Northgate and to the Northgate Subsidiaries have operated their respective business at all times and have generatedKnowledge of the Company, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without threatened which allege a violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, in each case relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
Debtors, (vb) neither Northgate nor any each Debtor has received (including timely application for renewal of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate same), and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are maintained in full force and effect, all environmental permits, licenses and neither Northgate nor other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the Northgate Subsidiaries has received Debtors that would reasonably be expected to give rise to any notification from cost, liability or obligation of any Governmental Entity pursuant to of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any workof the Debtors, undertakingand no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, study, report, assessment, repairs, constructions liability or other expenditures are required to be made by it as a condition obligation of continued compliance with any of the Debtors under any Environmental LawsLaws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or any Environmental Approvals issued pursuant theretopipeline that has produced, stored or that any Environmental Approvals referred to above are about to be reviewedtransported hydrocarbons, made subject to limitation or conditions, revoked, withdrawn or terminated;
and (viie) there are no changes agreements in the status, terms or conditions of any Environmental Approvals held by Northgate or which any of the Northgate Subsidiaries or Debtors has expressly assumed responsibility for any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment known obligation of any such other Person arising under or relating to Environmental ApprovalsLaws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, which has not been made available to the Commitment Parties prior to the date hereof. Notwithstanding the generality of any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required other representations and warranties in connection with the execution or delivery of this Agreement, the consummation of representations and warranties in this Section 4.16 constitute the transactions contemplated herein or the continuation of the business sole and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate exclusive representations and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information warranties in this Agreement with respect to any environmental, health, and health or safety matters; and
(ix) , including any arising under or relating to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past Environmental Laws or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsHazardous Materials.
Appears in 3 contracts
Sources: Bankruptcy Agreement (Ultra Petroleum Corp), Backstop Commitment Agreement (Ultra Petroleum Corp), Backstop Commitment Agreement (Linn Energy, LLC)
Environmental. Except (a) Each Loan Party will, and will cause each of its Subsidiaries to, keep any property either owned or operated by any Loan Party or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,
(b) Each Loan Party will, and will cause each of its Subsidiaries to, ensure that the Real Property and all operations and businesses conducted thereon remains in material compliance with all with Environmental Laws and such Loan Party will not, and will cause its Subsidiaries not to, place or permit to be placed any Hazardous Materials on any Real Property except as disclosed permitted by applicable law or appropriate Governmental Authorities,
(c) Each Loan Party will, and will cause each of its Subsidiaries to, establish and maintain a system to assure and monitor continued compliance with all applicable Environmental Laws which system shall include periodic review of such compliance,
(d) Each Loan Party will, and will cause each of its Subsidiaries to, (i) employ in connection with the use of any Real Property appropriate technology necessary to maintain material compliance with any applicable Environmental Laws and (ii) dispose of any and all Hazardous Materials generated at the Real Property only at facilities and with carriers that maintain valid permits under RCRA and any other applicable Environmental Laws. The Loan Parties shall, and shall cause their respective Subsidiaries to, use best efforts to obtain certificates of disposal, such as hazardous waste manifest receipts, from all treatment, transport, storage or disposal facilities or operators employed by such Loan Parties or their respective Subsidiaries in connection with the transport or disposal of any Hazardous Materials generated at any Real Property,
(e) Each Loan Party will, and will cause each of its Subsidiaries to, promptly notify Agent of any Release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from or onto any Real Property owned or operated by any Loan Party or its Subsidiaries and take any Remedial Actions required to a▇▇▇▇ said release or otherwise to come into compliance, in all material respects, with applicable Environmental Law,
(f) Each Loan Party will, and will cause each of its Subsidiaries to, promptly, but in any event within five Business Days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a Loan Party or its Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority,
(g) Each Loan Party will, and will cause each of its Subsidiaries to, promptly forward to Agent copies of any request for information, notification of potential liability, demand letter relating to potential responsibility with respect to the investigation or cleanup of Hazardous Materials at any other site owned, operated or used by the Loan Parties and/or their respective Subsidiaries to dispose of Hazardous Materials and shall continue to forward copies of correspondence between the applicable Loan Party or Subsidiary, and the Governmental Authority regarding such claims to Agent until the claim is settled. The Loan Parties shall promptly forward to Agent copies of all documents and reports concerning any Release or threat of Release of a reportable quantity of any Hazardous Substances at the Real Property (any such event being hereinafter referred to as a “Hazardous Discharge”) that the Loan Parties and/or their respective Subsidiaries are required to file under any Environmental Laws. Such information is to be provided solely to allow Agent to protect Agent's security interest in and Lien on the Real Property and the Collateral.
(h) Each Loan Party will, and will cause each of its Subsidiaries to, respond promptly to any Hazardous Discharge or Environmental Action and take all necessary Remedial Actions in order to safeguard the health of any Person and to avoid subjecting the Collateral or Real Property to any Environmental Lien. If the Loan Parties shall fail to, or fail to cause their respective Subsidiaries to, respond promptly to any Hazardous Discharge or Environmental Action or the Loan Parties shall fail to, or fail to cause their respective Subsidiaries to, comply with any of the requirements of any Environmental Laws, Agent on behalf of Lenders may, but without the obligation to do so, for the sole purpose of protecting Agent's interest in the Northgate Disclosure LetterCollateral: (A) give such notices or (B) enter onto the Real Property (or authorize third parties to enter onto the Real Property) and take such actions as Agent (or such third parties as directed by Agent) deem reasonably necessary or advisable, to clean up, remove, mitigate or otherwise deal with any such Hazardous Discharge or Environmental Action. All reasonable costs and expenses incurred by Agent and Lenders (or such third parties) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest thereon from the date expended at the Default Rate for Base Rate Loans constituting Revolving Loans shall be paid upon demand by the Loan Parties, and until paid shall be added to and become a part of the extent Obligations secured by the Liens created by the terms of this Agreement or any other agreement between Agent, any Lender and the Loan Parties.
(i) Promptly upon the written request of Agent subsequent to a Hazardous Discharge, the Loan Parties shall provide Agent, at the Loan Parties’ sole expense, with an environmental site assessment or environmental audit report prepared by an environmental engineering firm acceptable in the reasonable opinion of Agent, to assess with a reasonable degree of certainty the existence of a Hazardous Discharge and the potential costs in connection with abatement, cleanup and removal of any Hazardous Materials found on, under, at or within the Real Property. Any report or investigation of such Hazardous Discharge proposed and acceptable to an appropriate Governmental Authority that any violation or other matter referred is charged to in this subsection does notoversee the clean-up of such Hazardous Discharge shall be acceptable to Agent. If such estimates, individually or in the aggregate, exceed $100,000, Agent shall have the right to require Loan Parties to post a Material Adverse Effect on Northgate bond, letter of credit or any other security reasonably satisfactory to Agent to secure payment of the Northgate Subsidiaries:these costs and expenses.
(ij) Northgate The Loan Parties shall defend and the Northgate Subsidiaries are indemnify each Indemnified Person harmless from and have been in compliance withagainst all loss, liability, damage and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demandsexpense, claims, instructionscosts, directions fines and penalties, including attorney's fees, suffered or notices have been issued and remain outstanding incurred by any Governmental Entity pursuant to Agent or Lenders under or on account of any Environmental Laws, including the assertion of any Lien thereunder, with respect to any Hazardous Discharge, the presence of any Hazardous Materials affecting the Real Property, whether or not have the force same originates or emerges from the Real Property or any contiguous real estate, including any loss of law, relating value of the Real Property as a result of the foregoing except to the business or assets extent such loss, liability, damage and expense is attributable to any Hazardous Discharge resulting from actions on the part of Northgate Agent or any Lender. The Loan Parties’ obligations under this Section 5.9(j) shall arise upon the discovery of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence presence of any event which is required to be so reported by Hazardous Materials at the Real Property, whether or not any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under federal, state, or local environmental agency has taken or threatened any Environmental Laws action in connection with the operation presence of their respective businesses any Hazardous Materials. The Loan Parties’ obligation and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of indemnifications hereunder shall survive the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery termination of this Agreement. For the avoidance of doubt, this clause (j) shall be supplemental to the consummation provisions of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;Section 10.3.
(viiik) Northgate For purposes of Section 4.11 and the Northgate Subsidiaries have made available 5.9, all references to Primero Real Property shall be deemed to include all material auditsof Loan Parties’ and their respective Subsidiaries’ right, assessments, investigation reports, studies, plans, regulatory correspondence title and similar information with respect interest in and to environmental, health, its owned and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsleased premises.
Appears in 3 contracts
Sources: Credit Agreement (Hudson Technologies Inc /Ny), Credit Agreement (Hudson Technologies Inc /Ny), Credit Agreement (Hudson Technologies Inc /Ny)
Environmental. Except as disclosed in the Northgate Pembina Disclosure Letter, or Letter and to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate knowledge of Pembina: (i) none of Pembina or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate its Subsidiaries are and have been in compliance with, and are not is in violation of, of any Environmental Laws;
Laws in any material respect; (ii) Northgate each of Pembina and its Subsidiaries has all permits, authorizations and approvals required under any applicable Environmental Laws to operate the Northgate Subsidiaries have operated Relevant Business of Pembina and are in material compliance with their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
requirements; (iii) there have been no not occurred any material spills, releasesemissions or pollution on any property of Pembina or its Subsidiaries as a result of their operations, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate nor has Pembina or any of the Northgate its Subsidiaries been subject to any stop orders, control orders, clean-up orders or from Northgate’s assets reclamation orders under applicable Environmental Laws which remain open or operationsoutstanding; (iv) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Encumbrances, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against Pembina or any of its Subsidiaries, and Pembina has reasonably concluded that there are no facts or circumstances which could would reasonably be expected to result in Liability under form the basis for any Environmental Lawsuch administrative, that have not been reportedregulatory or judicial actions, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directivessuits, demands, demand letters, claims, instructionsliens, directions orders, directions, notices of non-compliance or notices have been issued violation, investigation or proceedings; and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor Pembina has reasonably concluded that there are no costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions properties or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretopermit, license or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval ofapproval, any Governmental Entity of such Environmental Approvals that are required in connection related constraints on operating activities and any potential liabilities to third parties) associated with the execution or delivery effect of this AgreementEnvironmental Laws on various business, the consummation operations and properties of the transactions contemplated herein or the continuation of the business Pembina and operations of Northgate or any of the Northgate its Subsidiaries following the Effective Date;
(viii) Northgate that would be material to Pembina and the Northgate Subsidiaries have made available to Primero all material auditsits Subsidiaries, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawstaken as a whole.
Appears in 3 contracts
Sources: Arrangement Agreement (Kinder Morgan Canada LTD), Arrangement Agreement (Pembina Pipeline Corp), Arrangement Agreement (Kinder Morgan Canada LTD)
Environmental. Except as disclosed (a) The operation of the Business by Silvermex and each of the Silvermex Subsidiaries, the property and assets owned or used by Silvermex and the Silvermex Subsidiaries and the use, maintenance and operation thereof have been and are in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, compliance with all Environmental Laws (except where non- compliance would not have a Material Adverse Effect on Northgate in respect of Silvermex). Each of Silvermex and the Silvermex Subsidiaries have complied with all reporting and monitoring requirements under all Environmental Laws (except where non-compliance would not have a Material Adverse Effect in respect of Silvermex). Neither Silvermex nor any of the Silvermex Subsidiaries has received any notice of any non-compliance with any Environmental Laws or Environmental Permits, and none of Silvermex or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Silvermex Subsidiaries are and have been in convicted of an offence of non-compliance with, and are not in violation of, with any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generatedLaws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction. There is no civil, receivedcriminal or administrative action, handledsuit, useddemand, storedclaim, treatedhearing, shipped and disposed notice of all contaminantsviolation, wastesinvestigation, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spillsproceeding, releases, deposits notice or discharges of pollutants demand letter existing or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisepending, or any municipal to the best knowledge of Silvermex, threatened, relating to the property or other sewer assets owned or drain or drinking or water systems used by Northgate Silvermex or any of the Northgate Subsidiaries or from Northgate’s assets or operationsSilvermex Subsidiaries, which could reasonably be expected to result relating in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant way to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any .
(b) Silvermex and each of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Silvermex Subsidiaries has failed obtained all Environmental Permits necessary to report conduct its Business and to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate own, use and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses operate its properties and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals Permits are in full force and effect, no appeal or other action is pending to revoke any such Environmental Permit and neither Northgate the operation of the Business of Silvermex and each of the Silvermex Subsidiaries, the property and assets owned by Silvermex and each of the Silvermex Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Permits. To the extent required by applicable Environmental Laws, Silvermex and each of the Silvermex Subsidiaries has filed all applications necessary to renew or obtain any necessary permits, licenses, or authorizations in a timely fashion so as to allow it to continue to operate its Business in compliance with applicable Environmental Laws, and Silvermex does not expect such new or renewed licenses, permits or other authorizations to include any terms or conditions that will have a Material Adverse Effect in respect of Silvermex.
(c) Silvermex and each of the Silvermex Subsidiaries has, at all times, used, generated, treated, stored, transported, disposed of or otherwise handled its Hazardous Substances in compliance with all Environmental Laws and Environmental Permits.
(d) Neither Silvermex nor any of the Northgate Silvermex Subsidiaries has received is, and, to the knowledge of Silvermex, there is no reasonable basis upon which Silvermex or any notification from of the Silvermex Subsidiaries could become, responsible for any Governmental Entity pursuant material clean up or corrective action under any Environmental Laws. All audits, assessments, reports and studies with respect to environmental matters relating to Silvermex or any of the Silvermex Subsidiaries have been referenced in Schedule 3.1.34 of the Silvermex Disclosure Letter.
(e) There are no past or present (or, to the best of Silvermex’s knowledge, future) events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance by Silvermex and each of the Silvermex Subsidiaries with the Environmental Laws as in effect on the date hereof or which may give rise to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions common law or other expenditures are required to be made by it as a condition of continued compliance with any legal liability under the Environmental Laws, or otherwise form the basis of any Environmental Approvals issued pursuant theretoclaim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport or handling, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation the Release or conditions, revoked, withdrawn threatened Release into the indoor or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held outdoor environment by Northgate Silvermex or any of the Northgate Silvermex Subsidiaries of any Hazardous Substances.
(f) There are no surface rights, Leases, real property or other assets or rights of Silvermex or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals Silvermex Subsidiary that are required affected by a federally protected ecological area in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMexico.
Appears in 3 contracts
Sources: Arrangement Agreement (Silvermex Resources Inc), Arrangement Agreement (Silvermex Resources Inc), Memorandum of Agreement (First Majestic Silver Corp)
Environmental. Except as disclosed The Tenant will conduct its business and operation in the Northgate Disclosure Letter, or to Premises in compliance with all Environmental Laws and Permits. The Tenant will forthwith notify the extent that any violation or other matter referred to in this subsection does not, individually or in Landlord of the aggregate, have a Material Adverse Effect on Northgate or occurrence of any of the Northgate Subsidiariesfollowing and will provide the Landlord with copies of all relevant documentation in connection therewith:
(ia) Northgate a release of a Hazardous Substance in or about the Premises and/or Lands except in strict compliance with Environmental Laws and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Lawsapplicable Permits;
(iib) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generatedreceipt by the Tenant of an Environmental Notice; or
(c) the receipt by the Tenant of information which indicates that Hazardous Substances are being used, receiveddissipated, handledstored, disposed of or introduced into the environmental by anyone in or about the Premises and/or Lands in a manner other than that authorized under Environmental Laws. Tenant will not permit the storage, use, treatment, disposal or introduction into the environment of Hazardous Substances in or about the Premises and/or Lands, except in compliance with applicable Environmental Laws. If the Landlord receives information that Hazardous Substances are being dissipated, used, stored, treated, shipped and disposed of or introduced into the environment by anyone in or about the Premises and/or Lands in a manner other than that authorized under Environmental Laws, the Tenant will conduct such investigations, searches, testing, drilling and sampling (“Investigations”) as are reasonably requested from time to time by the Landlord to determine the existence of Hazardous Substances in or about the Premises and/or Lands. If the Tenant does not complete the Investigations to the satisfaction of the Landlord, the Landlord may enter on the property of the Tenant and take any actions necessary to complete the Investigations, the cost of which actions will be borne by the Tenant as additional rent. If remedial work is required due to the presence of Hazardous Substances on or in the Premises and/or the Lands, the Tenant will take all contaminantsnecessary action, wastesat the cost of the Tenant, to restore the Premises and/or Lands to a level acceptable to the Landlord and to all governmental authorities having jurisdiction. Upon the request of the Landlord, from time to time, the Tenant will provide to the Landlord satisfactory documentary evidence that all environmental permits are valid and in good standing. Environmental Indemnity. The Tenant will indemnify and save harmless ▇▇▇▇▇▇ City, Landlord, its officers, directors, employees, agents and shareholders, from and against any and all losses, claims, costs, expenses, damages and liabilities, including all costs of defending or denying the same, and hazardous all costs of investigation, monitoring, remedial response, removal, restoration or permit acquisition and toxic substances without violation including all solicitor’s fees (on a solicitor and own client basis) and disbursements in connection therewith which at any time may be paid or incurred by or claimed against the Landlord, its officers, directors, employees, agents and shareholders, arising, directly or indirectly, out of:
(a) a breach by the Tenant of Environmental Lawsany of the covenants contained in this Section;
(iiib) there have been no spills, releases, deposits the presence of or discharges release of pollutants any Hazardous Substance on or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any off-site of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental LawsPremises and/or the Lands;
(ivc) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding any action taken by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating Landlord with respect to the business existence of any Hazardous Substance on or assets of Northgate or any off-site of the Northgate Subsidiaries;Premises and/or the Lands; or
(vd) neither Northgate nor any of action taken by the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws Landlord in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information Notice with respect to environmental, health, the existence of any Hazardous Substance on or off-site of the Premises and/or the Lands; and safety matters; and
(ix) to such indemnity will survive the knowledge expiration or any termination of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.this lease notwithstanding
Appears in 3 contracts
Sources: Lease Agreement, Lease Agreement, Lease Agreement
Environmental. Except as disclosed To the best of Seller’s knowledge, without inspection or an obligation to do so, the Property (or any part of the Property) has not in the Northgate Disclosure Letterpast been used for handling, storage, transportation or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any disposal of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substancesmaterials; and Seller has not used, contaminants generated, manufactured, stored or wastes into disposed of on, under or about the earthProperty or transported to or from the Property, air and there is not contained on or into in any body of waterimprovements on or under the Property, whether surface or otherwiseany flammable explosives, radioactive materials, asbestos, or any municipal substances defined as or other sewer included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability “toxic substances” under any Environmental Lawapplicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, that have not been reportedthe “Hazardous Materials”). With regard to the Property, mitigated and remedied Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Laws;
Response, Compensation and Liability (iv“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no orderswritten, notificationsoral or other type of notice has been received indicating that any third party, directivesincluding governmental agencies, demandsproposes to carry out an inspection, claimsaudit or other investigation of the Property. To the best of Seller’s knowledge, instructionswithout inspection or an obligation to do so, directions there is no evidence of any release of hazardous materials onto or notices have into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Lawsa public agency alleging that conditions on the Property are in violation of environmental laws, whether regulations, ordinances or not have rules. Notwithstanding the force of law, relating foregoing to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetscontrary, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the statusevent that Purchaser’s environmental audit reveals any environmental concerns or contamination, terms the Purchaser shall advise Seller about such environmental concerns or conditions of any Environmental Approvals held by Northgate or any of contamination. In the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment event Seller declines to pay for the remediation of any such Environmental Approvalsmatter, or any review byPurchaser shall have the option to (a) terminate this Agreement and receive a return of its ▇▇▇▇▇▇▇ Money; or, or approval of, any Governmental Entity (b) close on the property subject to all of such Environmental Approvals that are required in connection with the execution or delivery other terms and conditions of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business Agreement and operations of Northgate or to assume all costs and expenses associated with any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawssuch remediation.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement
Environmental. Except as disclosed in the Northgate Disclosure LetterEach Borrower will, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any and will cause each of the Northgate Subsidiariesits Subsidiaries to:
(ia) Northgate and the Northgate Keep any property either owned or operated by Parent or its Subsidiaries are and have been in compliance with, and are not in violation of, free of any Environmental Laws;Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,
(iib) Northgate Comply, in all material respects, with Environmental Laws and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed provide to Agent documentation of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;such compliance which Agent reasonably requests,
(iiic) there have been no spillsPossess all material authorizations (including without limitation all permits, releasesapprovals, deposits or discharges of pollutants or hazardous or toxic substanceslicenses, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisefilings, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or registrations) from Northgate’s assets or Governmental Authorities required under Environmental Law to conduct such Borrowers’ ethanol production operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all maintain such Environmental Approvals are authorizations in full force and effect, and neither Northgate nor operate in material compliance with all such authorizations,
(d) Promptly notify Agent of any Release of Hazardous Materials in any quantity that would require reporting to a Governmental Authority under Environmental Laws from or at property or assets owned or operated by Parent or its Subsidiaries, providing Agent with copies of any and all reports, assessments, or other documentation relating to such release,
(e) Promptly undertake any Remedial Actions required to be taken under Environmental Law in the event of any material Release or threat of a material Release of Hazardous Materials that occurs within or otherwise impacts property owned or operated by Parent or its Subsidiaries, providing Agent with copies of any and all reports, assessments, or other documentation relating to such Release, and
(f) Promptly, but in any event within 5 Business Days of its receipt thereof, provide Agent with written notice received by any Borrower or any of its Subsidiaries of any of the Northgate Subsidiaries following: (i) notice that an Environmental Lien has received been filed against any notification from any Governmental Entity pursuant to any Environmental Laws that any workof the real or personal property of Parent or its Subsidiaries, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(viiii) there are no changes in the status, terms or conditions commencement of any Environmental Approvals held by Northgate Action or written notice that an Environmental Action will be filed against Parent or its Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority relating to Parent’s or any of the Northgate Subsidiaries or any renewalits Subsidiaries’ compliance with Environmental Law, modification, revocation, reassurance, alteration, transfer, restriction or amendment providing Agent with copies of any and all documentation relating to such notices or Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsActions.
Appears in 2 contracts
Sources: Credit Agreement (Aventine Renewable Energy Holdings Inc), Credit Agreement (Aventine Renewable Energy Holdings Inc)
Environmental. Except as disclosed (i) Each of Yamana and the Yamana Material Subsidiaries has carried on its operations in the Northgate Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;Yamana.
(ii) Northgate (A) To Yamana’s knowledge, the Yamana Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could extent that such non-compliance would not reasonably be expected to result have a Material Adverse Effect on Osisko; (B) none of Yamana or the Yamana Material Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Yamana Property, except in Liability under any Environmental Lawcompliance, that have not been reportedindividually or in the aggregate, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any all Environmental Laws, whether except where the failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Yamana; (C) all Hazardous Substances handled, recycled, disposed of, treated or not stored on or off site of the Yamana Properties have the force of lawbeen handled, relating recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required extent that a failure to be so reported by any Environmental Laws;
in such compliance would not be reasonably likely to have a Material Adverse Effect on Yamana; and (vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ixD) to the knowledge of NorthgateYamana, none of Northgate there are no Hazardous Substances at, in, on, under or migrating from any Yamana Property, except in material compliance with all Environmental Laws and except to the Northgate Subsidiaries are subject extent that any failures to any past or present fact, condition or circumstance that could be in compliance would not reasonably be expected to have a Material Adverse Effect on Yamana.
(iii) To the knowledge of Yamana, none of Yamana or the Yamana Material Subsidiaries has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Regulatory Authority; (B) proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Regulatory Authority that creates the reasonable potential for any proceeding, action, or other claim against Yamana or a Yamana Material Subsidiary. To the knowledge of Yamana, no site or facility now or previously owned, operated or leased by Yamana or a Yamana Material Subsidiary is listed or, to the knowledge of Yamana, is proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.
(iv) Except to the extent that would not reasonably be expected to have a Material Adverse Effect on Yamana, none of Yamana or the Yamana Material Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any of the Yamana Properties in such a manner as: (A) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Yamana; or (B) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation of any of the Yamana Properties or the assets of Yamana or a Yamana Material Subsidiary.
(v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Yamana, none of Yamana or the Yamana Material Subsidiaries has received from any person or Regulatory Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.
Appears in 2 contracts
Sources: Arrangement Agreement (Agnico Eagle Mines LTD), Arrangement Agreement (Yamana Gold Inc.)
Environmental. Except as disclosed in the Northgate Disclosure Letter, (i) Keep any property either owned or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate operated by it or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate its Subsidiaries are and have been in compliance with, and are not in violation of, free of any Environmental Laws;
Liens; (ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastesmaterially comply, and hazardous cause each of its Subsidiaries to materially comply, with all Environmental Laws and toxic substances without violation provide to the Collateral Agent any documentation of such compliance required to be maintained pursuant to Environmental Laws;
Laws which the Required Lenders may reasonably request; (iii) there have been no spills, releases, deposits provide the Agents written notice within five (5) days of any Release of a Hazardous Material in excess of any reportable quantity from or discharges of pollutants onto property at any time owned or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems operated by Northgate it or any of the Northgate its Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability have a Material Adverse Effect and take any Remedial Actions required under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
Laws to ▇▇▇▇▇ said Release; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have provide the Agents with written notice within 10 days of the receipt of any of the following: (A) notice that an Environmental Lien has been issued and remain outstanding by filed against any Governmental Entity pursuant to property of any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate Loan Party or any of the Northgate its Subsidiaries;
; (vB) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions commencement of any Environmental Approvals held by Northgate Action or notice that an Environmental Action will be filed against any Loan Party or any of the Northgate Subsidiaries its Subsidiaries; and (C) notice of a violation, citation or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that other administrative order which could reasonably be expected to result have a Material Adverse Effect; and (v) engage a third party, acceptable to the Required Lenders, to audit, on or within 10 days prior to each of the first anniversary of the Effective Date, the second anniversary of the Effective Date and the third anniversary of the Effective Date, each applicable Loan Party's established compliance programs at the Significant Permit Areas as of such date (each such audit, a "Compliance Audit"); provided that each Compliance Audit shall (A) be in Liability under form and substance reasonably satisfactory to the Collateral Agent, (B) include recommended and reasonably appropriate best management practices to sustain compliance with Environmental Laws and an implementation schedule for such compliance and (C) be furnished to each Agent and each Lender within 5 days after the completion of such Compliance Audit; and provided, further, that, unless otherwise agreed to by the Required Lenders, on or around the dates that are 3 months after the completion of each Compliance Audit and 6 months after the completion of each Compliance Audit, the Collateral Agent shall have received evidence, in form and substance satisfactory to the Required Lenders, that each applicable Loan Party has adopted any Environmental Lawssuch recommended and reasonably appropriate best management practices in accordance with the implementation schedule recommended in such Compliance Audit.
Appears in 2 contracts
Sources: Financing Agreement, Financing Agreement (Westmoreland Resource Partners, LP)
Environmental. Except as disclosed in the Northgate Alamos Disclosure Letter, Letter or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate SubsidiariesAlamos:
(i) Northgate Alamos and the Northgate Alamos Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate Alamos and the Northgate Alamos Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into or in the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate Alamos or any of the Northgate Alamos Subsidiaries or at, to or from NorthgateAlamos’s or any of the Alamos Subsidiaries’ assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Northgate Alamos or any of the Northgate Alamos Subsidiaries;
(v) neither Northgate Alamos nor any of the Northgate Alamos Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ixvi) to the knowledge of NorthgateAlamos, none of Northgate Alamos and the Northgate Alamos Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 2 contracts
Sources: Arrangement Agreement (Richmont Mines Inc), Arrangement Agreement (Alamos Gold Inc)
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that for any violation or other matter referred to in this subsection does notmatters that, individually or in the aggregate, would not have a Material Adverse Effect on Northgate or any of the Northgate SubsidiariesOrezone:
(i) Northgate all facilities and operations of Orezone and the Northgate Orezone Subsidiaries are and have been in compliance withconducted, and are not now, in violation of, any compliance with all Environmental Laws;
(ii) Northgate and the Northgate Essakane Property has not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws, neither Orezone nor any of the Orezone Subsidiaries have operated their respective business at has caused or permitted the release of any Hazardous Substances at, in, on, under or from the Essakane Property, except in compliance with all times and have generated, received, Environmental Laws; all Hazardous Substances handled, usedrecycled, storeddisposed of, treatedtreated or stored on or off site of the Essakane Property have been handled, shipped recycled, disposed of, treated and disposed stored in material compliance with all Environmental Laws and to the knowledge of Orezone, there are no Hazardous Substances at, in, on, under or migrating from the Essakane Property except in material compliance with all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spillseither Orezone or one of Essakane S.A. or Essakane s.a.r.l. is in possession of all Environmental Approvals (all of which are being complied with in all material respects) required to own, releaseslease, deposits operate, develop and exploit the Essakane Property and to conduct its business as it is now being conducted or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably contemplated to be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Lawsconducted;
(iv) no ordersenvironmental, notifications, directives, demands, claims, instructions, directions reclamation or notices have been issued and remain outstanding by any Governmental Entity pursuant abandonment obligation or work orders or other liabilities presently exist with respect to any Environmental Lawsportion of the Essakane Property and, whether or not have the force of law, relating to the business knowledge of Orezone and the Orezone Subsidiaries, there is no basis for any such obligations or assets liabilities to arise in the future as a result of Northgate or any of activity on the Northgate SubsidiariesEssakane Property;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence knowledge of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate Orezone and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsOrezone Subsidiaries, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no actual changes in the status, terms or conditions of any Environmental Approvals now held by Northgate Orezone or any of the Northgate Orezone Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction transfer or amendment of any such Environmental ApprovalsApproval, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation completion of the Arrangement or the other transactions contemplated herein or the continuation of the business of Orezone and operations of Northgate or any of the Northgate Orezone Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ixvi) to except as disclosed by Orezone in the knowledge Orezone Disclosure Letter, neither Orezone nor any of Northgatethe Orezone Subsidiaries has received from any Person or Governmental Entity any notice, none formal or informal, of Northgate and the Northgate Subsidiaries are subject to any past proceeding, action or present factother claim, condition liability or circumstance that could reasonably be expected to result in Liability potential liability arising under any Environmental LawsLaw that is pending.
Appears in 2 contracts
Sources: Arrangement Agreement (Iamgold Corp), Arrangement Agreement (Orezone Resources Inc)
Environmental. Except as disclosed in the Northgate EFI Public Disclosure LetterDocuments or in the EFI Disclosure Memorandum:
(i) EFI and each EFI Material Subsidiary has been and is operated in compliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental LawsEFI;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of material Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, Approvals which could reasonably be expected to result in Liability are necessary under any applicable Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and Law for the ownership and use including rehabilitation operation by EFI and each EFI Material Subsidiary of their respective the real property, assets, mines and other facilities owned or used by EFI and each EFI Material Subsidiary and all such Environmental Approvals of the properties related thereto have been duly obtained, made or taken and are in full force and effect, and neither Northgate nor are not subject to further Environmental Approvals or appeal, or to the knowledge of EFI, any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant pending or threatened legal or administrative proceedings, will not be subject to any requirements under Environmental Laws that any workfor amendment, 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 Lawsreplacement, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such further Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with based on the execution or delivery of this Agreement, Agreement or the consummation of the transactions contemplated herein Arrangement, and to the knowledge of EFI, no proposals have been made to amend, revoke or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Datereplace such material Environmental Approvals;
(viiiiii) Northgate EFI’s and the Northgate Subsidiaries EFI Material Subsidiaries’ properties have made available not been used by EFI or any EFI Material Subsidiary, or to Primero the knowledge of EFI, any other person previously or currently in control of EFI’s and the EFI Material Subsidiaries’ properties, to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material auditsrespects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on EFI. None of EFI, assessmentsany EFI Material Subsidiary, investigation reportsnor, studiesto the knowledge of EFI, plansany other person in control of any of EFI’s and the EFI Material Subsidiaries’ properties, regulatory correspondence has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any of EFI’s and similar information the EFI Material Subsidiaries’ properties, except in compliance, individually or in the aggregate, with respect all Environmental Laws, except to environmentalthe extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, healthall Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of EFI’s and safety matters; andthe EFI Material Subsidiaries’ properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, there are no Hazardous Substances at, in, on, under or migrating from any of EFI’s and the EFI Material Subsidiaries’ properties, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on EFI;
(ixiv) None of EFI, any EFI Material Subsidiary nor any other person for whose actions EFI or any EFI Material Subsidiary may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites, or sites requiring Remedial Action issued by any Governmental Entity, or to EFI’s knowledge, any similar federal or state lists; (ii) to the knowledge of NorthgateEFI, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against EFI or any EFI Material Subsidiary, except to the extent that any enforcement action would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, no site or facility now or previously owned, operated or leased by EFI or any EFI Material Subsidiary is listed or, to the knowledge of EFI, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or similar federal or state lists, or is the subject of Remedial Action;
(v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on EFI, none of Northgate and EFI, any EFI Material Subsidiary nor any other person for whose actions EFI or any EFI Material Subsidiary may be partially or wholly liable has caused or permitted the Northgate Subsidiaries are subject Release of any Hazardous Substances on or to any past of EFI’s and EFI Material Subsidiaries’ properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or present factdamage to other property, condition except to the extent that such Liability would not to the knowledge of EFI have a Material Adverse Effect on EFI; or circumstance that could (ii) would reasonably be expected to result in imposition of an Encumbrance or the expropriation on any of the properties or the assets of EFI or any EFI Material Subsidiary; and
(vi) except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to EFI, EFI has not received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action, enforcement, order, or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.
Appears in 2 contracts
Sources: Arrangement Agreement (Energy Fuels Inc), Arrangement Agreement (Denison Mines Corp.)
Environmental. Except Each Borrower shall, and shall cause all of its Restricted Subsidiaries to, comply in all material respects with Environmental Laws and, without limiting the foregoing, each Borrower shall, at its sole cost and expense, upon receipt of any notification or otherwise obtaining knowledge of any Release or other event (including noncompliance with Environmental Law) that has any reasonable likelihood of any Borrower and any Restricted Subsidiary incurring material Environmental Liabilities and Costs, (i) conduct or pay for consultants to conduct, such tests or assessments of environmental conditions at such operations or properties as disclosed the applicable Borrower deems appropriate under the circumstances and (12) take such Remedial Action and undertake such investigation or other action as required by Environmental Laws or as any Governmental Authority requires or as is appropriate and consistent with good business practice to address the Release or event and otherwise ensure compliance with Environmental Laws and (13) promptly notify the Administrative Agent of such Release or other event. Without limiting the foregoing, if an Event of Default is continuing or if the Administrative Agent at any time has a reasonable basis to believe that there exist violations of Environmental Laws by any Borrower or any of its respective Restricted Subsidiaries or that there exist any material Environmental Liabilities and Costs, then each Borrower shall, and shall cause all of its Restricted Subsidiaries to, promptly upon receipt of request from the Administrative Agent, cause the performance of, and allow the Administrative Agent, each Lender and its Related Parties access to such real property for the purpose of conducting, such environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Northgate Disclosure LetterAdministrative Agent and the Lenders may from time to time reasonably request, or the cost of which shall be the sole responsibility of the Borrowers (on a joint and several basis). Such audits, assessments and reports, to the extent that any violation or other matter referred to in this subsection does notnot conducted by the Administrative Agent, individually or in the aggregate, have a Material Adverse Effect on Northgate Lenders or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times Related Parties, shall be conducted and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems prepared by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reputable environmental consulting firms reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating acceptable to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report Administrative Agent and shall be in form and substance reasonably acceptable to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsAdministrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Livent Corp.), Credit Agreement (Arcadium Lithium PLC)
Environmental. Except as disclosed (a) The operation of the Business by SilverCrest and each of the SilverCrest Subsidiaries, the property and assets owned or used by SilverCrest and the SilverCrest Subsidiaries and the use, maintenance and operation thereof have been and are in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, compliance with all Environmental Laws (except where non-compliance would not have a Material Adverse Effect on Northgate in respect of SilverCrest). Each of SilverCrest and the SilverCrest Subsidiaries have complied with all reporting and monitoring requirements under all Environmental Laws (except where non-compliance would not have a Material Adverse Effect in respect of SilverCrest). Neither SilverCrest nor any of the SilverCrest Subsidiaries has received any notice of any non-compliance with any Environmental Laws or Environmental Permits, and none of SilverCrest or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate SilverCrest Subsidiaries are and have been in convicted of an offence of non-compliance with, and are not in violation of, with any Environmental Laws;
(ii) Northgate and Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction, other than as set forth in Schedule 3.1.38 of the Northgate Subsidiaries have operated their respective business at all times and have generatedSilverCrest Disclosure Letter. There is no civil, receivedcriminal or administrative action, handledsuit, useddemand, storedclaim, treatedhearing, shipped and disposed notice of all contaminantsviolation, wastesinvestigation, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spillsproceeding, releases, deposits notice or discharges of pollutants demand letter existing or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisepending, or any municipal to the best knowledge of SilverCrest, threatened, relating to the property or other sewer assets owned or drain or drinking or water systems used by Northgate SilverCrest or any of the Northgate Subsidiaries or from Northgate’s assets or operationsSilverCrest Subsidiaries, which could reasonably be expected to result relating in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant way to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any .
(b) SilverCrest and each of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate SilverCrest Subsidiaries has failed obtained all material Environmental Permits necessary to report conduct its Business and to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate own, use and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses operate its properties and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals Permits are in full force and effect, no appeal or other action is pending to revoke any such Environmental Permit and neither Northgate the operation of the Business of SilverCrest and each of the SilverCrest Subsidiaries, the property and assets owned by SilverCrest and each of the SilverCrest Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Permits. To the extent required by applicable Environmental Laws, SilverCrest and each of the SilverCrest Subsidiaries has filed all applications necessary to renew or obtain any necessary permits, licenses, or authorizations in a timely fashion so as to allow it to continue to operate its Business in compliance with applicable Environmental Laws, and SilverCrest does not expect such new or renewed licenses, permits or other authorizations to include any terms or conditions that will have a Material Adverse Effect in respect of SilverCrest.
(c) SilverCrest and each of the SilverCrest Subsidiaries has, at all times, used, generated, treated, stored, transported, disposed of or otherwise handled its Hazardous Substances in compliance with all Environmental Laws and Environmental Permits.
(d) Neither SilverCrest nor any of the Northgate SilverCrest Subsidiaries has received any notification from any Governmental Entity pursuant is, and, to any Environmental Laws that any workthe knowledge of SilverCrest, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are is no changes in the status, terms or conditions of any Environmental Approvals held by Northgate reasonable basis upon which SilverCrest or any of the Northgate SilverCrest Subsidiaries could become, responsible for any material clean up or corrective action under any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;Laws.
(viiie) Northgate and the Northgate Subsidiaries have made available to Primero all material All audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, health and safety matters; andmatters relating to SilverCrest or any of the SilverCrest Subsidiaries have been made available to First Majestic and are listed in Schedule 3.1.38 of the SilverCrest Disclosure Letter.
(ixf) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries There are subject to any no past or present fact(or, condition to the best of SilverCrest’s knowledge, future) events, conditions, circumstances, activities, practices, incidents, actions or circumstance that could reasonably be expected plans which may interfere with or prevent compliance or continued compliance by SilverCrest and each of the SilverCrest Subsidiaries with the Environmental Laws as in effect on the date hereof or which may give rise to result in Liability any liability under any the Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by SilverCrest or any of the SilverCrest Subsidiaries of any Hazardous Substances.
Appears in 2 contracts
Sources: Arrangement Agreement (Silvercrest Mines Inc), Arrangement Agreement (First Majestic Silver Corp)
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate SubsidiariesRichmont:
(i) Northgate Richmont and the Northgate Richmont Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate Richmont and the Northgate Richmont Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into or in the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate Richmont or any of the Northgate Richmont Subsidiaries or at, to or from NorthgateRichmont’s or any of the Richmont Subsidiaries’ assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Northgate Richmont or any of the Northgate Richmont Subsidiaries;
(v) neither Northgate Richmont nor any of the Northgate Richmont Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate Richmont and the Northgate Richmont Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate Richmont nor any of the Northgate Richmont Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate Richmont or any of the Northgate Richmont Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate Richmont or any of the Northgate Richmont Subsidiaries following the Effective Date;
(viii) Northgate Richmont and the Northgate Richmont Subsidiaries have made available to Primero Alamos all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of NorthgateRichmont, none of Northgate Richmont and the Northgate Richmont Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 2 contracts
Sources: Arrangement Agreement (Richmont Mines Inc), Arrangement Agreement (Alamos Gold Inc)
Environmental. Except (A) Landlord warrants that, to the best of its knowledge, there is no Hazardous Substances (as disclosed defined below) in or around the Premises. Tenant covenants to commit no act of waste and to take good care of the Premises and the fixtures and appurtenances thereon, and shall, in the Northgate Disclosure Letteruse and occupancy of the Premises comply with all present and future laws, or to orders and regulations of the extent that any violation or other matter referred to in this subsection does notfederal, individually or in the aggregate, have a Material Adverse Effect on Northgate state and municipal governments or any of their departments affecting the Northgate Subsidiaries:Premises and with any and all environmental requirements resulting from the Tenant’s use of the Premises. This covenant shall survive the expiration or sooner termination of this Lease. With respect to Hazardous Substances and/or environmental laws, Landlord shall make all necessary repairs to the Premises and to the Common Areas, to include but not be limited to, repairs to all Improvements outside of the Building, including to the parking lot, sidewalks, landscaped areas, the roof, windows and other structural portions of the Building and to the Building systems (including the heating, ventilating and air conditioning, electrical and plumbing lines) unless said systems service only the Premises, except where the repair has been made necessary by misuse or neglect by Tenant or Tenant’s agents, servants, visitors or licensees, in which event Landlord shall nevertheless make the repair but Tenant shall pay to Landlord, as Additional Rent, within thirty (30) days after demand including reasonable supporting documentation, the reasonable and actual cost therefor (net of any insurance proceeds which Landlord may receive on account of such repair). Landlord shall comply with all present and future laws, orders and regulations of the federal, state and municipal governments or any of their departments affecting Hazardous Substances in the Common Areas, except where the need for such compliance has been made necessary by the specific manner of Tenant’s use, in which case Landlord shall effect the compliance but Tenant shall pay to Landlord, as Additional Rent, immediately upon demand, the costs thereof.
(iB) Northgate Tenant acknowledges the existence of environmental laws, rules and regulations. Tenant shall comply with any and all such laws, rules and regulations.
(C) Tenant agrees not to generate, store, manufacture, refine, transport, treat, dispose of, or otherwise permit to be present on or about the Northgate Subsidiaries are Premises, any Hazardous Substances. As used herein, “Hazardous Substances” shall be defined as any “hazardous chemical,” “hazardous substance” or similar term as defined in the Comprehensive Environmental Responsibility Compensation and Liability Act, as amended (42 U.S.C. 9601, et seq.), the New Jersey Environmental Cleanup Responsibility Act, as amended, N.J.S.A. 13:1K-6 et seq. and/or the Industrial Site Recovery Act (“ISRA”), the New Jersey Spill Compensation and Control Act, as amended, N.J.S.A. 58:10-23.11b, et seq., any rules or regulations promulgated thereunder, or in any other applicable federal, state or local law, rule or regulation dealing with environmental protection. Hazardous Substances shall not include office supplies, cleaning supplies, and other similar supplies and materials used in the ordinary course of Tenant’s business. It is understood and agreed that the provisions contained in this Section shall be applicable notwithstanding the fact that any substance shall not be deemed to be a Hazardous Substance at the time of its use by the Tenant but shall thereafter be deemed to be a Hazardous Substance.
(D) In the event Tenant fails to comply with any governmental law relating to Hazardous Substances applicable to Tenant as of the termination or sooner expiration of the Lease and as a consequence thereof Landlord is unable to rent the Demised Premises, then the Landlord shall treat the Tenant as one who has not removed at the end of its Term, and thereupon be entitled to all remedies against the Tenant provided by law in that situation including a monthly rental of one hundred fifty (150%) percent of the Basic Rent for the last month of the Term of this Lease or any renewal term (plus any Additional Rents), payable in advance on the first day of each month, until such time as Tenant provides Landlord with a negative declaration or confirmation that any required clean-up plan has been successfully completed.
(E) Tenant agrees to defend, indemnify and hold harmless Landlord and each mortgagee of the Premises from and against any and all liabilities, damages, claims, losses, judgments, causes of action, costs and expenses (including the reasonable fees and expenses of counsel) which may be incurred by the Landlord or any such mortgagee or threatened against Landlord or such mortgagee, relating to or arising out of any breach by Tenant of the undertakings set forth in this Section, said indemnity to survive the Lease expiration or sooner termination.
(F) Notwithstanding anything contained herein to the contrary, Tenant shall have no responsibility for any cost or expense for any Hazardous Substance or environmental condition caused or created by Landlord or Landlord’s agents, employees or contractors, or determined to have been in compliance withexistence at the Premises prior to the Commencement Date of this Lease. Landlord agrees to defend, indemnify and are not in violation ofhold harmless Tenant from and against any and all liabilities, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demandsdamages, claims, instructionslosses, directions judgments, causes of action, costs and expenses (including the reasonable fees and expenses of counsel, environmental cleanup costs, administrative and remediation costs, fines and penalties levied or notices have been issued and remain outstanding assessed by any Governmental Entity pursuant to any Environmental Laws, whether the NJDEP or not have the force of law, relating other state or federal administrative agencies having jurisdiction with respect to the business or assets of Northgate or any of the Northgate Subsidiaries;
(vDemised Premises) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to may be so reported incurred by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it Tenant as a result of said pre-existing Hazardous Substance or pre-existing condition of continued compliance with any Environmental Lawscaused or created by Landlord, Landlord’s agents, employees or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred contractors. Tenant agrees to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in notify Landlord immediately upon the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment discovery of any such Environmental Approvals, pre-existing Hazardous Substance or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsenvironmental condition.
Appears in 2 contracts
Sources: Lease (Project Clean, Inc.), Lease (Project Clean, Inc.)
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate AuRico or any of the Northgate AuRico Subsidiaries:
(i) Northgate AuRico and the Northgate AuRico Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate AuRico and the Northgate AuRico Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate AuRico or any of the Northgate AuRico Subsidiaries or from NorthgateAuRico’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Northgate AuRico or any of the Northgate AuRico Subsidiaries;
(v) neither Northgate AuRico nor any of the Northgate AuRico Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate AuRico and the Northgate AuRico Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate AuRico nor any of the Northgate AuRico Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate AuRico or any of the Northgate AuRico Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate AuRico or any of the Northgate AuRico Subsidiaries following the Effective Date;
(viii) Northgate AuRico and the Northgate AuRico Subsidiaries have made available to Primero Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of NorthgateAuRico, none of Northgate AuRico and the Northgate AuRico Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 2 contracts
Sources: Arrangement Agreement (AuRico Gold Inc.), Arrangement Agreement (Northgate Minerals CORP)
Environmental. Except as disclosed set forth in Section 3.14 of the Northgate Disclosure LetterSchedule:
(a) To the Knowledge of the Acquired Companies, or to no Hazardous Materials are present on any Business Facility in violation of any applicable Environmental Law and no release of any Hazardous Materials by the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate Acquired Company or any of its Subsidiaries in violation of Environmental Law at or from any Business Facility has occurred.
(b) The Acquired Companies and their Subsidiaries are in compliance in all material respects with all Environmental Laws applicable to the Northgate operation of any Business Facility including all Hazardous Materials Activities. The Hazardous Materials Activities of any of the Acquired Companies and any of their Subsidiaries prior to the Closing have not resulted in the exposure of any Person or property to Hazardous Materials in a manner which has caused or could reasonably be expected to result in any material liability to any of the Acquired Companies or any of their Subsidiaries:.
(c) The Acquired Companies and their Subsidiaries have not arranged for off-site disposal of any Hazardous Materials except by carriers with identification numbers issued by the Environmental Protection Agency and at Disposal Sites maintaining valid permits under applicable Environmental Law. There are no underground storage tanks or related piping, active or abandoned, at any Leased Real Property in a condition that as of the Closing Date requires pursuant to any Environmental Law any remedial action by any Acquired Company or any Subsidiary of an Acquired Company pursuant to any Environmental Law, whether or not discovered as of the Closing Date or the subject of a current notice, claim or government investigation as of the Closing Date.
(d) None of the Acquired Companies or any of their Subsidiaries have received as of the date of this agreement (i) Northgate and any written notice alleging that any of them has not complied in any material respect with applicable Environmental Laws in a manner that would reasonably be expected to result in a material liability to any Acquired Company or its Subsidiaries, and, to the Northgate Knowledge of the Acquired Companies, there are no facts existing that reasonably would give rise to such a notice or (ii) any written notice, demand, claim or request for information alleging that any Acquired Company or any of its Subsidiaries are and have been in compliance with, and are not may be in violation of, liable under or have obligations under any Environmental Laws;Law or subject to any other environmental liability.
(iie) Northgate Each of the Acquired Companies and each of their Subsidiaries has and is in material compliance with all material Environmental Permits required to conduct their businesses, including the Northgate Subsidiaries have operated their respective Acquired Businesses, in the ordinary course of business at all times consistent with past practice and have generated, received, handled, used, stored, treated, shipped a complete and disposed accurate list of all contaminantssuch Environmental Permits is set forth in Section 3.14(e) of the Disclosure Schedule. No material action, wastesproceeding, and hazardous and toxic substances without violation revocation proceeding, procedure, writ, injunction or claim is pending, or, to the Knowledge of the Acquired Companies, threatened, concerning or relating to any Environmental Laws;
(iii) there have been no spills, releases, deposits Permit or discharges any Hazardous Materials Activity of pollutants any of the Acquired Companies or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisetheir Subsidiaries, or any municipal Business Facility. No Environmental Permit shall be subject to revocation, termination prior to its normal expiration date or other sewer non-renewal pursuant to its terms as a result of this Agreement or drain or drinking or water systems by Northgate or any the consummation of the Northgate transactions contemplated hereby.
(f) The Acquired Companies and their Subsidiaries are not aware of any fact or from Northgate’s assets or operationscircumstance, which could result in any environmental liability which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have an Acquired Company Material Adverse Effect. None of the force of law, relating to the business or assets of Northgate Acquired Companies or any of the Northgate Subsidiaries;
(v) neither Northgate nor their Subsidiaries have entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions Hazardous Materials Activities of any Environmental Approvals held by Northgate Acquired Company, any Subsidiary of an Acquired Company or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that other Person as could reasonably be expected to result in Liability under a material liability to any Environmental Lawsof the Acquired Companies or any of their Subsidiaries.
(g) The Acquired Companies have Made Available to Purchaser or its agents, representatives and employees all material environmental audits, compliance assessments or any environmental or health and safety reports of any Business Facility conducted at the request of, or otherwise in the possession of any of the Acquired Companies or any of their Subsidiaries.
(h) This Section 3.14 shall be the exclusive representation and warranty in respect of environmental matters.
Appears in 2 contracts
Sources: Equity Purchase Agreement, Equity Purchase Agreement (Gsi Group Inc)
Environmental. Except as disclosed in the Northgate KML Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate Letter (i) none of KML or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate its Subsidiaries are and have been in compliance with, and are not is in violation of, of any Environmental Laws;
Laws in any material respect; (ii) Northgate each of KML and its Subsidiaries (or, to the Northgate Subsidiaries have knowledge of KML, the operator of any KML JV that is not operated by a Subsidiary of KML) has all material permits, authorizations and approvals required under any applicable Environmental Laws to operate the Purchased Business as presently conducted or for the ownership and use of the assets forming part of the Purchased Business in compliance with all applicable Laws and are in material compliance with their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
requirements; (iii) there have been no not occurred any material spills, releasesemissions or pollution on any property of KML or its Subsidiaries as a result of their operations, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate nor has KML or any of its Subsidiaries been subject to any stop orders, control orders, clean-up orders or reclamation orders under applicable Environmental Laws that would be material to KML and its Subsidiaries, taken as a whole; (iv) to the Northgate KML’s knowledge, there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Encumbrances, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against KML or any of its Subsidiaries that would be material to KML and its Subsidiaries, taken as a whole, and KML has reasonably concluded that there are no facts or from Northgate’s assets or operations, circumstances which could would reasonably be expected to result in Liability under form the basis for any Environmental Lawsuch administrative, that have not been reportedregulatory or judicial actions, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directivessuits, demands, demand letters, claims, instructionsEncumbrances, directions orders, directions, notices of non-compliance or notices have been issued violation, investigation or proceedings, that would be material to KML and remain outstanding by any Governmental Entity pursuant to any Environmental Lawsits Subsidiaries, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
taken as a whole; and (v) neither Northgate nor KML has reasonably concluded that there are no costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions properties or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretopermit, license or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval ofapproval, any Governmental Entity of such Environmental Approvals that are required in connection related constraints on operating activities and any potential liabilities to third parties) associated with the execution or delivery effect of this AgreementEnvironmental Laws on various business, the consummation operations and properties of the transactions contemplated herein or the continuation of the business KML and operations of Northgate or any of the Northgate its Subsidiaries following the Effective Date;
(viii) Northgate that would be material to KML and the Northgate Subsidiaries have made available to Primero all material auditsits Subsidiaries, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawstaken as a whole.
Appears in 2 contracts
Sources: Arrangement Agreement (Pembina Pipeline Corp), Arrangement Agreement (Kinder Morgan Canada LTD)
Environmental. Except as disclosed (i) Each of Agnico Eagle and the Agnico Eagle Material Subsidiaries has carried on its operations in the Northgate Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;Agnico Eagle.
(ii) Northgate (A) To Agnico Eagle’s knowledge, the Agnico Eagle Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could extent that such non-compliance would not reasonably be expected to result have a Material Adverse Effect on Osisko; (B) none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Agnico Eagle Property, except in Liability under any Environmental Lawcompliance, that have not been reportedindividually or in the aggregate, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any all Environmental Laws, whether except where the failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Agnico Eagle; (C) all Hazardous Substances handled, recycled, disposed of, treated or not stored on or off site of the Agnico Eagle Properties have the force of lawbeen handled, relating recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required extent that a failure to be so reported by any Environmental Laws;
in such compliance would not be reasonably likely to have a Material Adverse Effect on Agnico Eagle; and (vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ixD) to the knowledge of NorthgateAgnico Eagle, none of Northgate there are no Hazardous Substances at, in, on, under or migrating from any Agnico Eagle Property, except in material compliance with all Environmental Laws and except to the Northgate Subsidiaries are subject extent that any failures to any past or present fact, condition or circumstance that could be in compliance would not reasonably be expected to have a Material Adverse Effect on Agnico Eagle.
(iii) To the knowledge of Agnico Eagle, none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Regulatory Authority; (B) proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Regulatory Authority that creates the reasonable potential for any proceeding, action, or other claim against Agnico Eagle or a Agnico Eagle Material Subsidiary. To the knowledge of Agnico Eagle, no site or facility now or previously owned, operated or leased by Agnico Eagle or a Agnico Eagle Material Subsidiary is listed or, to the knowledge of Agnico Eagle, is proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.
(iv) Except to the extent that would not reasonably be expected to have a Material Adverse Effect on Agnico Eagle, none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any of the Agnico Eagle Properties in such a manner as: (A) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Agnico Eagle; or (B) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation of any of the Agnico Eagle Properties or the assets of Agnico Eagle or a Agnico Eagle Material Subsidiary.
(v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Agnico Eagle, none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has received from any person or Regulatory Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.
Appears in 2 contracts
Sources: Arrangement Agreement (Agnico Eagle Mines LTD), Arrangement Agreement (Yamana Gold Inc.)
Environmental. (a) Except as disclosed set forth on Part 3.18(a) of the Disclosure Schedule, each of the Acquired Companies has complied and is, and since January 1, 2013, has been, in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements.
(b) Except as set forth on Part 3.18(b) of the Northgate Disclosure LetterSchedule, or the Acquired Companies have obtained, have complied with and are in compliance with all Governmental Authorizations and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Acquired Companies and the operation of the Business.
(c) None of the Acquired Companies nor any of their Affiliates has received any written or, to the extent that any violation knowledge of Seller, oral notice, report or other matter referred to in this subsection does notinformation regarding any actual or alleged violation of Environmental, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance withHealth, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseSafety Requirements, or any municipal liabilities or other sewer potential liabilities (whether accrued, absolute, contingent, unliquidated or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operationsotherwise), which could that would reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant liability to any Environmental LawsAcquired Company, whether including any investigatory, remedial or not have the force of lawcorrective obligations, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;them or their current or former facilities arising under Environmental, Health, and Safety Requirements.
(vd) neither Northgate nor any None of the Northgate Subsidiaries Acquired Companies has failed treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or owned or operated any property or facility in a manner that has given or would be expected to report give rise to the proper Governmental Entity the occurrence of material liabilities, including any event which is required to be so reported by any Environmental Laws;
(vi) Northgate material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses consultant fees and the ownership and use including rehabilitation of their respective assetscosts, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any workCERCLA, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Lawsamended, or any Environmental Approvals issued pursuant theretoother Environmental, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, healthHealth, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSafety Requirements.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (United Online Inc)
Environmental. Except With respect to each item of Underlying Collateral as disclosed of the applicable Cut-Off Date for the Portfolio Asset related to such Underlying Collateral, to the actual knowledge of a Responsible Officer of the Borrower, except as expressly provided in the Northgate Disclosure LetterLoan Asset Schedule for such Portfolio Asset prior to such Cut-Off Date: (i) the related Obligor’s operations comply in all material respects with all applicable Environmental Laws; (ii) none of the related Obligor’s operations is the subject of a Federal or State investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (iii) the related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment. As of the applicable Cut-Off Date for the Portfolio Asset related to such Underlying Collateral, the Borrower has not received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral. (bb) Anti-Terrorism Laws and Sanctions / International Trade Law Compliance / Anti-Money Laundering Laws. As of the date of this Agreement and each Payment Date and at all times until this Agreement has been terminated and all amounts hereunder have been indefeasibly paid in full in cash, that: (i) no Borrower Covered Entity (A) is a Sanctioned Person; (B) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Laws and Sanctions; (C) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Laws and Sanctions; or (D) engages in any dealings or transactions prohibited by any Anti-Terrorism Laws and Sanctions or Anti-Corruption Laws; (ii) the proceeds of this Agreement will not be used, directly or knowingly indirectly, by the Borrower, or to the Borrower’s knowledge by any other Person, to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Applicable Law; (iii) the funds used to pay the Calculation Agent, to the extent that received from the Borrower, are not directly or, knowingly, indirectly derived from any violation or other matter referred unlawful activity; and (iv) to in this subsection does notthe Borrower’s knowledge, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been Borrower Covered Entity is in compliance with, and are not no Borrower Covered Entity directly or knowingly indirectly engages in violation ofany dealings or transactions prohibited by, any Environmental Anti-Terrorism Laws and Sanctions, Anti-Corruption Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of Anti-Money Laundering Laws. The Borrower covenants and agrees that it shall promptly notify the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result Calculation Agent in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity writing upon the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information Reportable Compliance Event with respect to environmentalthe Borrower Covered Entity, health, and safety matters; and
(ix) except to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsextent such notice is prohibited by Applicable Law.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (TCG BDC II, Inc.), Loan and Servicing Agreement (TCG BDC II, Inc.)
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all there are no material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 2 contracts
Sources: Arrangement Agreement (AuRico Gold Inc.), Arrangement Agreement (Northgate Minerals CORP)
Environmental. Except Target and its Subsidiaries are (i) in compliance with applicable Environmental Laws, (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as disclosed in the Northgate Disclosure Letterpresently conducted, (iii) have not received notice of any actual or potential liability under any Environmental Laws, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or to the extent that any violation or other matter referred to in this subsection does notliability could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
Effect, (iiv) Northgate Target and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate its Subsidiaries have operated their respective business businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances Contaminants without violation of Environmental Laws;
, (iiiv) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, water or any municipal or other sewer or drain or drinking or water systems by Northgate Target or any of the Northgate its Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reportedremedied, mitigated and remedied in compliance with Environmental Laws;
(ivvi) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Northgate Target or any of the Northgate its Subsidiaries;
, (vvii) neither Northgate Target nor any of the Northgate its Subsidiaries has failed to report to the proper Governmental Entity federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws;
; and (viviii) Northgate all licences, permits and the Northgate Subsidiaries hold Environmental Approvals approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate Target nor any of the Northgate its Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other capital expenditures are required to be made by it its as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals licence, permit or approval issued pursuant thereto, or that any Environmental Approvals licence, permit or approval referred to above are is about to be reviewed, made subject to limitation limitations or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 1 contract
Sources: Combination Agreement (Crosshair Exploration & Mining Corp)
Environmental. Except As of the applicable Cut-Off Date for the Portfolio Asset related to each item of Underlying Collateral, to the actual knowledge of a Responsible Officer of the Borrower at such date, except as disclosed expressly provided in the Northgate Disclosure LetterPortfolio Asset Schedule for such Portfolio Asset prior to the Cut-Off Date relating to such Loan Asset to which that Portfolio Asset Schedule relates: (i) the related Obligor’s operations comply in all material respects with all applicable Environmental Laws; (ii) none of the related Obligor’s operations is the subject of a Federal or State investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (iii) the related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment. As of the applicable Cut-Off Date for the Portfolio Asset related to such Underlying Collateral, the Borrower has not received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral. (bb) Anti-Terrorism Laws and Sanctions / International Trade Law Compliance / Anti-Money Laundering Laws. As of the date of this Agreement and each Payment Date and at all times until this Agreement has been terminated and all amounts hereunder have been indefeasibly paid in full in cash, that: (i) neither the Borrower nor, to the knowledge of any Responsible Officer of the Borrower, any other Borrower Covered Entity: (A) is a Sanctioned Person; (B) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Laws and Sanctions; (C) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Laws and Sanctions; or (D) engages in any dealings or transactions prohibited by any Anti-Terrorism Laws and Sanctions or Anti-Corruption Laws; (ii) the proceeds of this Agreement will not be used, directly or knowingly indirectly, by the Borrower, or to the Borrower’s knowledge by any other Person, to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Applicable Law; (iii) the funds used to pay the Facility Servicer, to the extent that received from the Borrower, are not directly or, knowingly, indirectly derived from any violation or other matter referred unlawful activity; and (iv) to in this subsection does notthe Borrower’s knowledge, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been each Borrower Covered Entity is in compliance with, and are not no Borrower Covered Entity directly or knowingly indirectly engages in violation ofany dealings or transactions prohibited by, any Environmental Anti-Terrorism Laws and Sanctions, Anti-Corruption Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any Anti-Money Laundering Laws. The Borrower covenants and agrees that it shall promptly notify the Facility Servicer in writing upon a Responsible Officer of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force Borrower obtaining knowledge of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information Reportable Compliance Event with respect to environmentalthe Borrower or, healthany other Borrower Covered Entity, and safety matters; and
(ix) except to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsextent such notice is prohibited by Applicable Law.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Stepstone Private Credit Fund LLC)
Environmental. (a) Except as disclosed in Section 23 of the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate the operation of the businesses of Opta Minerals and the Northgate Opta Minerals Subsidiaries, the property and assets owned or used by Opta Minerals and the Opta Minerals Subsidiaries are and the use, maintenance and operation thereof have been and are in compliance with, and are not in violation of, any with all Environmental Laws;
(ii) Northgate each of Opta Minerals and the Northgate Opta Minerals Subsidiaries have operated their respective business at has complied in all times material respects with all reporting and have generated, received, handled, used, stored, treated, shipped and disposed of monitoring requirements under all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; and
(iii) each of Opta Minerals and the Opta Minerals Subsidiaries has obtained all Environmental Permits necessary to conduct its business and to own, use and operate its properties and assets.
(b) Except as disclosed in 23 of the Disclosure Letter:
(i) neither Opta Minerals nor any Opta Minerals Subsidiary has ever been convicted of an offence for non-compliance with any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction;
(ii) neither Opta Minerals nor any Opta Minerals Subsidiary has received any notice of any non-compliance with any Environmental Laws or Environmental Permits;
(iii) there the operation of the businesses of Opta Minerals and the Opta Minerals Subsidiaries, the property and assets owned or used by Opta Minerals and the Opta Minerals Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Permits; and
(iv) each of Opta Minerals and the Opta Minerals Subsidiaries has, at all times, used, generated, treated, stored, transported, disposed of or otherwise handled its Hazardous Substances in compliance with all Environmental Laws and Environmental Permits.
(c) Neither Opta Minerals nor any Opta Minerals Subsidiary is, and, to the knowledge of Opta Minerals, there is no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate reasonable basis upon which Opta Minerals or any of the Northgate Opta Minerals Subsidiaries could become, responsible for any material clean-up or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability corrective action under any Environmental Laws.
(d) Opta Mineral has provided to the Acquiror true and complete copies of all reports or other documents in its possession or the possession of the Opta Minerals Subsidiaries relating to compliance with Environmental Laws or Environmental Permits.
Appears in 1 contract
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that for any violation or other matter referred to in this subsection does notmatters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect in respect of SEMAFO:
i. all facilities and operations of SEMAFO and the SEMAFO Subsidiaries have been conducted, and are now, in compliance with all environmental Laws;
ii. no environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of SEMAFO and the SEMAFO Subsidiaries and, to the knowledge of SEMAFO, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business;
iii. SEMAFO and the SEMAFO Subsidiaries do not store any hazardous or toxic waste or substance on Northgate the property thereof and have not disposed of any hazardous or toxic waste, in each case in a manner contrary to any environmental Laws, and there are no pollutants, dangerous substances, liquid wastes, hazardous wastes, hazardous materials, hazardous substances or contaminants on any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been premises at which SEMAFO or any SEMAFO Subsidiary carries on business, in each case other than in compliance with, and are not in violation of, any Environmental with environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generatediv. neither SEMAFO nor any SEMAFO Subsidiary is subject to any proceeding, receivedapplication, handled, used, stored, treated, shipped and disposed order or directive of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant which relates to any Environmental Lawsenvironmental, whether health or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effectsafety matters, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that which may require any work, undertaking, study, report, assessment, repairs, constructions construction or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminatedexpenditures;
(vii) v. there are no actual changes in the status, terms or conditions of any Environmental Approvals Authorizations currently held by Northgate SEMAFO or any of the Northgate SEMAFO Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction transfer or amendment of any such Environmental ApprovalsAuthorizations, or any review by, or approval of, any Governmental Entity of such Environmental Approvals Authorizations that are required in connection with the execution or delivery of this Combination Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate SEMAFO or any of the Northgate SEMAFO Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety mattersTime; and
(ix) to the knowledge of Northgate, none of Northgate vi. SEMAFO and the Northgate SEMAFO Subsidiaries are not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability any liability under any Environmental environmental Laws, to SEMAFO’s knowledge.
Appears in 1 contract
Sources: Combination Agreement (Semafo Inc)
Environmental. (a) Prior to the execution of this Agreement, Citadel has provided to Purchaser a true and correct copy of all environmental site assessments, studies, reports and communications relating to the Purchased Assets.
(b) Except as disclosed on CITADEL'S DISCLOSURE SCHEDULE, (i) there are no conditions, facilities, procedures or any other facts or circumstances that constitute Environmental Noncompliance on any of the Leaseholds and (ii) there is not constructed, placed, deposited, stored, disposed of, nor located on any of the Leaseholds any asbestos in any form that has released or, unless disturbed, threatens to release airborne asbestos fibers in excess of applicable local, state and federal standards.
(c) Except as disclosed on CITADEL'S DISCLOSURE SCHEDULE, no structure, improvements, equipment, fixtures, activities or facilities located on the Leaseholds uses Hazardous Materials except those used in the Northgate Disclosure Letterordinary course of the Business and in compliance with applicable Environmental Laws.
(d) Except as specifically described on CITADEL'S DISCLOSURE SCHEDULE, there have been no releases or threatened releases of Hazardous Materials into the environment, or which otherwise contribute to Environmental Conditions arising solely from the activities of the Station, or to the best of the knowledge of Citadel arising from any other activities, except to the extent that any violation such releases or other matter referred threatened releases do not constitute a condition of Environmental Noncompliance relating to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:Leaseholds.
(ie) Northgate and the Northgate Subsidiaries Except as disclosed on CITADEL'S DISCLOSURE SCHEDULE, there are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseunderground storage tanks, or any municipal or other sewer or drain or drinking or water systems by Northgate or any underground piping associated with tanks, used for the management of Hazardous Materials at the Northgate Subsidiaries or from Northgate’s assets or operations, Leaseholds and there are no abandoned underground storage tanks at the Leaseholds which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied either abandoned in compliance with Environmental Laws;place or removed pursuant to a permit issued by a Governmental Authority.
(ivf) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant Citadel is not subject to any Environmental Laws, whether or not have the force of law, relating Claims against Citadel with respect to the business or assets of Northgate or any Station, no Environmental Claims with respect to the Station have been threatened, nor, to the best of the Northgate Subsidiaries;
(v) neither Northgate nor knowledge of Citadel, is there any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of basis for any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information Claims with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsStation.
Appears in 1 contract
Environmental. Except As soon as disclosed possible and in any event within 10 Business Days after the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate Borrower or any of its Subsidiaries obtains knowledge of any of the Northgate Subsidiaries:
following, written notice of (i) Northgate and any written notice, claim, complaint or order to the Northgate Subsidiaries are and have been in compliance witheffect that Trizec, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate Borrower or any of the Northgate their respective Subsidiaries is or from Northgate’s assets may be liable to any Person as a result of any event, circumstance or operations, which could reasonably be expected to result in Liability occurrence under any Environmental Law, including the Release by Trizec, the Borrower, any of their respective Subsidiaries, or any other Person of any Hazardous Materials into the environment or requiring that have not been reportedaction be taken to respond to or clean up a Release of Hazardous Materials into the environment, mitigated and remedied (ii) any condition or occurrence on (a) any Borrowing Base Property or Excluded Borrowing Base Property or (b) any other Real Estate Asset which is owned, leased or operated directly or indirectly by Trizec, the Borrower or any of their respective Subsidiaries that (x) results in non-compliance by Trizec, the Borrower or any of their respective Subsidiaries or any other Person that is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder) with any applicable Environmental Laws;
Law, (y) could reasonably be anticipated to form the basis of an Environmental Claim against Trizec, the Borrower or any of their respective Subsidiaries, or any other Person that is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder) or (z) could reasonably be anticipated to cause such Borrowing Base Property or other Real Estate Asset to be subject to any restrictions on the ownership, lease, occupancy, use or transferability by Trizec, the Borrower or any of their respective Subsidiaries or any other Person which is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder) of its interest in such Real Estate Asset under any Environmental Law, (iii) any written notice, complaint or citation alleging any violation of any Environmental Law or any Environmental Approval by Trizec, the Borrower or any of their respective Subsidiaries or any other Person which is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder) or (iv) no orders, notifications, directives, demands, claims, instructions, directions the taking of any removal or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating remedial action in response to the business actual or assets alleged presence of Northgate any Hazardous Materials on any Borrowing Base Property or Excluded Borrowing Base Property or other Real Estate Asset currently owned, leased or operated directly or indirectly by Trizec, the Borrower or any of their respective Subsidiaries or any other Person that is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder). Notwithstanding anything to the Northgate Subsidiaries;
(v) neither Northgate nor any contrary contained in the immediately preceding sentence, notices of events of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is type described above shall not be required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information given with respect to environmental, health, and safety matters; and
(ix) to any event where the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that respective event could not be reasonably be expected to result in Liability under any Environmental Lawshave a Material Adverse Effect.
Appears in 1 contract
Environmental. Except Other than as disclosed set forth in Schedule (AA) of the Northgate Target Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any knowledge of the Northgate SubsidiariesTarget:
(i) Northgate Target and the Northgate Target Subsidiaries are and have been in compliance with, with and are is not in violation of, of any Environmental Laws;
(ii) Northgate Target and the Northgate Target Subsidiaries have operated their respective business businesses at all times and have has generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems systems, by Northgate Target or any of the Northgate Subsidiaries Target Subsidiaries, or from Northgate’s Target assets or operations, which could reasonably be expected to result in Liability liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate Target or any of the Northgate Target Subsidiaries;
(v) neither Northgate Target nor any of the Northgate Target Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate Target and the Northgate Target Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate Target nor any of the Northgate Target Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate Target or any of the Northgate Subsidiaries Target Subsidiaries, or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate Target or any of the Northgate Target Subsidiaries following the Effective Date;
(viii) Northgate Target and the Northgate Target Subsidiaries have made available to Primero Purchaser all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, health and safety matters; and
(ix) to the knowledge of NorthgateTarget, none of Northgate Target and the Northgate Target Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability liability under any Environmental Laws.
Appears in 1 contract
Environmental. Except as disclosed Without limiting in any way the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to representations and warranties contained elsewhere in this subsection does notAgreement, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate SubsidiariesSeller hereby represents and warrants to Purchaser as follows:
(i) Northgate To the best of Seller’s actual knowledge, no Hazardous Materials or Regulated Substances, except in Permitted Amounts, exist on, under or about the Properties or have been transported to or from the Properties or used, generated, manufactured, stored or disposed of on, under or about the Properties, except for the prior environmental conditions of the Birch Run Property that have been remediated as described in the Birch Run Phase I Environmental Site Assessment dates October 24, 2013 performed by NTH Consultants, LTD. and the Northgate Subsidiaries Birch Run Phase II Environmental Site Assessment dates October 31, 2013 performed by NTH Consultants, LTD. (the “Birch Run Remediated Condition”). To the best of Seller’s actual knowledge, the Properties are not in violation of any Hazardous Materials Laws relating to industrial hygiene or the environmental conditions on, under or about the Properties, including, without limitation, air, soil and groundwater conditions, and this representation and warranty would continue to be true and correct following disclosure to the applicable Governmental Authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Properties. The Clinton Property was formerly a salvage yard and the representations in this subparagraph (p) as to the Clinton Property are qualified by what may be set forth in the environmental reports for that Property previously furnished to Purchaser.
(ii) To the best of Seller’s actual knowledge and except for the Birch Run Remediated Condition, there is no past or present non-compliance with Hazardous Materials Laws, or with permits issued pursuant thereto, in connection with the Properties; all uses and operations on or of the Properties, whether by Seller or any other Person, have been in compliance withwith all Hazardous Materials Laws and environmental permits issued pursuant thereto; all USTs, if any, located on or about the Properties are in full compliance with all Hazardous Materials Laws, and are not as of the date hereof, Seller is in violation of, any Environmental Laws;
compliance with the requirements of the UST Regulations with respect to those “petroleum underground storage tanks” (iias such term is defined under the UST Regulations) Northgate located at the Properties. The Properties have been kept free and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed clear of all contaminantsEnvironmental Liens and Seller has not allowed any tenant or other user of the Properties (including without limitation, wastesTenant) to do any act that increased the dangers to human health or the environment, and hazardous and toxic substances without violation posed an unreasonable risk of Environmental Laws;harm to any Person (whether on or off the Properties), impaired the value of the Properties in any material respect, is contrary to any requirement of any insurer, constituted a public or private nuisance, constituted waste, or violated any covenant, condition, agreement or easement applicable to the Properties.
(iii) there have been no spillsNo Seller Entity has received any written or oral notice or other communication from any Person (including but not limited to a Governmental Authority) relating to Hazardous Materials, releases, deposits Regulated Substances or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseUSTs, or remediation thereof, of possible liability of any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operationsPerson (including without limitation, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(ivTenant) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental LawsHazardous Materials Law, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws other environmental conditions in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsProperties, all such Environmental Approvals are or any actual or potential administrative or judicial proceedings in full force and effect, and neither Northgate nor connection with any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsforegoing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Diversified Restaurant Holdings, Inc.)
Environmental. Except as disclosed On the Closing Date, no Authorized Officer has any ------------- actual knowledge that any Hazardous Substance has been installed on any real property now owned by the Borrower or any of its Restricted Subsidiaries, except (i) for Hazardous Substances the presence of which is not in violation of Environmental Law in an amount which is not or would not reasonably be expected to cause, liability to the Borrower or any Restricted Subsidiary in the Northgate Disclosure Letteraggregate in excess of $5,000,000 or (ii) as set forth on Schedule 4.01(p) ---------------- hereto. On each date after the Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower or to the extent any Restricted Subsidiary has any actual knowledge that any Hazardous Substance has been installed in violation or other matter referred to in this subsection does not, individually or in of law on any real property now owned by the aggregate, have a Material Adverse Effect on Northgate Borrower or any of the Northgate Subsidiaries:
(iRestricted Subsidiaries except those installations which are not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Closing Date, except as disclosed on Schedule 4.01(p) Northgate hereto, to the actual ---------------- knowledge of an Authorized Officer, the Borrower and the Northgate Restricted Subsidiaries are not in material violation of or subject to any existing, pending or material threatened formal investigation or formal inquiry by any governmental authority, or subject to any material remedial obligations under any applicable Environmental Laws. On each date after the Closing Date on which this representation is deemed to be made, to the actual knowledge of an Authorized Officer, the Borrower and have been in compliance with, and the Restricted Subsidiaries are not in violation ofof or subject to any existing, pending or threatened formal investigation or inquiry by any governmental authority or to any remedial obligations under any applicable Environmental Laws which in each case is, or would reasonably be expected to cause, a Material Adverse Change. To the actual knowledge of an Authorized Officer, the Borrower and the Restricted Subsidiaries are not required to obtain any material permits, Licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures, and equipment forming a part of any real property of the Borrower or any Restricted Subsidiary by reason of any applicable Environmental Laws;
(ii, except those that have been obtained, or which the failure to obtain has not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Closing Date, except as set forth in Schedule 4.01(p) Northgate hereto, no Authorized Officer has ---------------- actual knowledge that any Hazardous Substances or solid wastes have been disposed of on the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $5,000,000. As of the Closing Date, except as set forth in Schedule -------- 4.01(p) hereto, no Authorized Officer has actual knowledge that any Hazardous ------- Substances or solid wastes have been released on or to the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $10,000,000. On each date after the Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower and the Northgate Restricted Subsidiaries has actual knowledge that any Hazardous Substances or solid wastes have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and been disposed of all contaminants, wastes, and hazardous and toxic substances without violation or otherwise released on or to the real property of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate Borrower or any of the Northgate Subsidiaries Restricted Subsidiaries, in violation of the applicable Environmental Laws, except any such disposal or from Northgate’s assets or operationsrelease which is not, which could and would not reasonably be expected to result in Liability under any Environmental Lawcause, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Change.
Appears in 1 contract
Sources: Credit Agreement (Qwest Communications International Inc)
Environmental. Except as disclosed (a) Continental and each of its Subsidiaries is in the Northgate Disclosure Lettercompliance with applicable Environmental Law in all material respects.
(b) In connection with Environmental Activities, there is no notice of infraction, action, suit or proceeding against or in any other manner relating adversely to, or to the extent that any violation knowledge of Continental, pending or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate threatened against Continental or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate its Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any respect of the Northgate Exploration Rights Areas operated by Continental’s Subsidiaries in any court or from Northgate’s assets before any arbitrator of any kind or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions before or notices have been issued and remain outstanding by any Governmental Entity pursuant to Entity.
(c) All Environmental Permits which are necessary under any applicable Environmental Laws, whether or not have Law for the force of law, relating to the business or assets of Northgate or any operation by Continental’s Subsidiaries of the Northgate Subsidiaries;
Exploration Rights Areas operated by them (vas such Exploration Rights Areas are operated by Continental’s Subsidiaries as at the date of this Agreement) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate have been duly obtained and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, are not subject to further Environmental Permits or appeal or, to the knowledge of Continental, pending, threatened legal or administrative proceedings, and neither Northgate nor there are, to the knowledge of Continental, no proposals to amend, revoke or replace such Environmental Permits.
(d) None of Continental or its Subsidiaries has or is, and, to the knowledge of Continental, no past or present lessee, owner, occupant, or licensee or other Person other than Continental or a Subsidiary of Continental has or is, engaged in any Environmental Activity at, upon, under, over, within or with respect to the Exploration Rights Areas operated by Continental’s Subsidiaries in violation of any applicable Environmental Law which could lead to the imposition of liability on, or a remediation order against, Continental or a Subsidiary of Continental.
(e) No activities or operations of Continental or its Subsidiaries are or have been subject to any judicial, administrative or other proceedings alleging a violation of any applicable Environmental Law.
(f) No activities or operations of Continental or its Subsidiaries in respect of the Northgate Exploration Rights Areas operated by Continental’s Subsidiaries has received any notification are the subject of investigation or written notice from any Governmental Entity pursuant requiring material remedial action to respond to a Release of any Contaminant.
(g) Neither Continental nor any of its Subsidiaries has been or is involved in any operations or Environmental Laws that Activity in violation of any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required applicable Environmental Law which activities would lead to be made by it as a condition the imposition of continued compliance with any Environmental Lawsliability on, or any Environmental Approvals issued pursuant theretoa remediation order against, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate Continental or any of the Northgate its Subsidiaries.
(h) Neither Continental nor any of its Subsidiaries has filed any written notice or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment report of any such Environmental Approvals, or any review by, or approval of, a Release of a Contaminant with any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation respect of the transactions contemplated herein Exploration Rights Areas operated by Continental or the continuation any part thereof.
(i) No order, instruction or direction of the business and operations of Northgate any Governmental Entity has been issued which required Continental or any of its Subsidiaries to carry out any material environmental remediation of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability Exploration Rights Areas operated by Continental under any applicable Environmental LawsLaw.
Appears in 1 contract
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, not have a Material Adverse Effect on Northgate or any of Kobex and the Northgate Kobex Subsidiaries, to Kobex’s knowledge:
(i) Northgate Kobex and the Northgate Kobex Subsidiaries are and have been in compliance with, and are not in violation of, any all material respects with Environmental Laws;
(ii) Northgate Kobex and the Northgate Kobex Subsidiaries have operated their respective business businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances contaminants without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, water or any municipal or other sewer or drain or drinking or water systems by Northgate Kobex or any of the Northgate Kobex Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Lawsremedied;
(iv) there is no orders, notifications, directives, demands, claims, instructions, directions material claim or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether judicial or not have the force of law, relating to the business or assets of Northgate administrative proceeding which may affect either Kobex or any of the Northgate SubsidiariesKobex Subsidiaries or any of the properties or assets of Kobex or the Kobex Subsidiaries relating to or alleging any violation of Environmental Laws;
(v) neither Northgate Kobex nor any of the Northgate Kobex Subsidiaries has failed to report to the proper Governmental Entity federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws;; and
(vi) Northgate Kobex and the Northgate Kobex Subsidiaries hold Environmental Approvals all licences, permits and approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effectother than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on Kobex, and neither Northgate Kobex nor any of the Northgate Kobex Subsidiaries has received nor any notification from of their respective assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course by any Governmental Entity pursuant to determine whether any violation of Environmental Laws that any workhas occurred or is occurring, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or and neither Kobex nor any of the Northgate Kobex Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are is subject to any past or present fact, condition or circumstance that could reasonably be expected to result known environmental liabilities not disclosed in Liability under any Environmental Laws.the Kobex Public Documents;
Appears in 1 contract
Environmental. (i) None of Pembina or any of its Subsidiaries is in violation of any Environmental Laws in any material respect.
(ii) Each of Pembina and its Subsidiaries has all material permits, authorizations and approvals required under any applicable Environmental Laws to operate the business of Pembina and its Subsidiaries as presently conducted or for the ownership and use of the assets owned by Pembina and its Subsidiaries in compliance with all applicable Laws and are in material compliance with their requirements.
(iii) Except as disclosed in the Northgate Pembina Disclosure Letter, neither Pembina nor its Subsidiaries is aware of, or subject to, any material environmental investigation, remediation, reclamation or closure obligation, demand, notice or work order that presently exists with respect to any property, interests and rights of Pembina and the extent that Subsidiaries.
(iv) To Pembina’s knowledge, there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Encumbrances, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate Environmental Law against Pembina or any of the Northgate its Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and Pembina has reasonably concluded that there are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits facts or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, circumstances which could would reasonably be expected to result in Liability under form the basis for any Environmental Lawsuch administrative, that have not been reportedregulatory or judicial actions, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directivessuits, demands, demand letters, claims, instructionsEncumbrances, directions orders, directions, notices of non-compliance or notices have been issued violation, investigation or proceedings, in each case that would materially adversely affect Pembina and remain outstanding by any Governmental Entity pursuant to any Environmental Lawsits Subsidiaries, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;taken as a whole.
(v) neither Northgate nor There are no costs or liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions properties or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretopermit, license or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval ofapproval, any Governmental Entity of such Environmental Approvals that are required in connection related constraints on operating activities and any potential liabilities to third parties) associated with the execution or delivery effect of this AgreementEnvironmental Laws on various business, the consummation operations and properties of the transactions contemplated herein or the continuation of the business Pembina and operations of Northgate or any of the Northgate its Subsidiaries following the Effective Date;
(viii) Northgate that would be material to Pembina and the Northgate Subsidiaries have made available to Primero all material auditsits Subsidiaries, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawstaken as a whole.
Appears in 1 contract
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate AuRico or any of the Northgate AuRico Subsidiaries:
(i) Northgate AuRico and the Northgate AuRico Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate AuRico and the Northgate AuRico Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into or in the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate AuRico or any of the Northgate AuRico Subsidiaries or at, to or from NorthgateAuRico’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Northgate AuRico or any of the Northgate AuRico Subsidiaries;
(v) neither Northgate AuRico nor any of the Northgate AuRico Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate AuRico and the Northgate AuRico Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate AuRico nor any of the Northgate AuRico Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate AuRico or any of the Northgate AuRico Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate AuRico or any of the Northgate AuRico Subsidiaries following the Effective Date;
(viii) Northgate AuRico and the Northgate AuRico Subsidiaries have made available to Primero Alamos all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of NorthgateAuRico, none of Northgate AuRico and the Northgate AuRico Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 1 contract
Environmental. Each of Allana and the Allana Subsidiaries operates in compliance with all applicable Environmental Laws, except to the extent that a failure to comply, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Allana. Except as disclosed in the Northgate Allana Documents or the Allana Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection subparagraph does not, individually or in the aggregate, not have a Material Adverse Effect on Northgate Allana or any either of the Northgate Allana Subsidiaries:
(i) Northgate and neither Allana nor the Northgate Allana Subsidiaries are and have been in compliance with, and are not is in violation of, of any applicable Environmental Laws;
(ii) Northgate each of Allana and the Northgate Allana Subsidiaries have operated their respective its business at all times and have generated, has received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances contaminants without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, water or any municipal or other sewer or drain or drinking or water systems by Northgate or any of Allana and the Northgate Allana Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Lawsremedied;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Northgate or any of Allana and the Northgate Allana Subsidiaries;
(v) neither Northgate nor any of Allana and the Northgate Allana Subsidiaries has have not failed to report to the proper Governmental Entity the occurrence of any event which that is required to be so reported by any Environmental Laws;Law; and
(vi) Northgate Allana and the Northgate Allana Subsidiaries hold Environmental Approvals all licenses, permits and approvals required under any Environmental Laws in connection with the operation of their respective businesses its business and the ownership and use including rehabilitation of their respective its assets, all such Environmental Approvals licenses, permits and approvals are in full force and effect, and neither Northgate nor any except for notifications and conditions of general application to reclamation obligations under applicable environmental laws Allana and the Northgate Allana Subsidiaries has have not received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals license, permit or approval issued pursuant thereto, or that any Environmental Approvals license, permit or approval referred to above are is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 1 contract
Sources: Merger Agreement
Environmental. Except as disclosed The Corporation’s Disclosure Statement sets forth a complete list of all material Environmental Approvals of the Corporation and its Subsidiaries.
(i) All operations of the Corporation and its Subsidiaries have been, and are now, in the Northgate Disclosure Lettercompliance with all Environmental Laws, or except to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, such non-compliance would not have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;Effect.
(ii) Northgate and All the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with by the operation of Corporation and its Subsidiaries to operate their respective businesses businesses, are valid and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, have been and neither Northgate are being complied with and there have been and are no proceedings commenced or threatened to revoke or amend any of the Environmental Approvals, except as would not have a Material Adverse Effect.
(iii) No part of the Corporation Properties or any other of the assets of the Corporation or any of its Subsidiaries has ever been used by the Corporation or any of its Subsidiaries as a landfill or for the disposal of waste and, to the actual knowledge of the Individuals after having made reasonable inquiry with Other Senior Management, no part of the Corporation Properties or any other of the assets of the Corporation or any of its Subsidiaries has been used by any other Person as a landfill or for the disposal of waste.
(iv) To the knowledge of the Corporation, no asbestos or asbestos containing materials are used, stored or otherwise present in or on the Corporation Properties, any current or discontinued products or any other assets of the Corporation or any of its Subsidiaries. To the knowledge of the Corporation no equipment, waste or other material containing polychlorinated biphenyls (PCBs) are used, stored or otherwise present in or on the Corporation Properties or any other assets of the Corporation or any of its Subsidiaries.
(v) Neither the Corporation nor any of the Northgate its Subsidiaries has received any notification from liability or remediation obligation, including liability for clean-up of Hazardous Substances contained in soil or surface or ground water or for any Governmental Entity pursuant off-site contamination, that is material to the Corporation and its Subsidiaries, taken as a whole; provided that the foregoing representation and warranty with respect to any Environmental Laws liability or obligation that any workarises from the actions of Persons other than the Corporation and its Affiliates and their respective directors, undertakingofficers, studyemployees, reportcontractors and agents shall only be to the knowledge of the Corporation.
(vi) To the actual knowledge of the Individuals after having made reasonable inquiry with Other Senior Management, assessmentthere are no Hazardous Substance in, repairs, constructions on or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, under the Corporation Properties or any Environmental Approvals issued pursuant thereto, other assets of the Corporation or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;of its Subsidiaries.
(vii) To the knowledge of the Corporation, there are no changes in above ground or underground storage tanks on the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;Corporation Properties.
(viii) Northgate and To the Northgate Subsidiaries have actual knowledge of the Individuals after having made available to Primero all material auditsreasonable inquiry with Other Senior Management, assessmentsany Hazardous Substance originating from any neighbouring or adjoining properties which has migrated onto, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; andinto or under or is migrating towards any of the Corporation Properties.
(ix) To the knowledge of the Corporation, there is no Hazardous Substance originating from any of the Corporation Properties or any other assets of the Corporation or any of its Subsidiaries which has migrated onto, or is migrating towards any neighbouring and/or adjoining properties, except as to Hazardous Substances that would not have a Material Adverse Effect.
(A) There is no pending or, to the knowledge of Northgatethe Corporation, none threatened proceeding, application, order or directive which relates to the Environment or human health or safety matters, and which may require any material work, repairs, construction or expenditures; and (B) the Corporation has not received any written demand or notice, with respect to the material breach of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsLaws applicable to the Corporation or any of its Subsidiaries, including, without limitation, any regulations respecting the use, storage, treatment, transportation, or disposition of any Hazardous Substance.
Appears in 1 contract
Sources: Support Agreement (Stanley Works)
Environmental. (a) Prior to the execution of this Agreement, Seller has provided to Citadel a true and correct copy of all environmental site assessments, studies, reports and communications relating to the Real Property.
(b) Except as disclosed on Seller's Disclosure Schedule, (i) there are no conditions, facilities, procedures or any other facts or circumstances that constitute Environmental Noncompliance on any of the Leaseholds and (ii) there is not constructed, placed, deposited, stored, disposed of, nor located on any of the Leaseholds any asbestos in any form that has released or, unless disturbed, threatens to release airborne asbestos fibers in excess of applicable local, state and federal standards.
(c) Except as disclosed on Seller's Disclosure Schedule, no structure, improvements, equipment, fixtures, activities or facilities located on the Leaseholds uses Hazardous Materials except those used in the Northgate ordinary course of the Business and in compliance with applicable Environmental Laws.
(d) Except as specifically described on Seller's Disclosure LetterSchedule, there have been no releases or threatened releases of Hazardous Materials into the environment, or which otherwise contribute to Environmental Conditions arising solely from the activities of Seller, or to the best of the knowledge of Seller arising from any other activities, except to the extent that any violation such releases or other matter referred threatened releases do not constitute a condition of Environmental Noncompliance relating to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:Leaseholds.
(ie) Northgate and the Northgate Subsidiaries Except as disclosed on Seller's Disclosure Schedule, there are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseunderground storage tanks, or any municipal or other sewer or drain or drinking or water systems by Northgate or any underground piping associated with tanks, used for the management of Hazardous Materials at the Northgate Subsidiaries or from Northgate’s assets or operations, Leaseholds and there are no abandoned underground storage tanks at the Leaseholds which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied either abandoned in compliance with Environmental Laws;place or removed pursuant to a permit issued by a Governmental Authority.
(ivf) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant Seller is not subject to any Environmental LawsClaims against Seller, whether or not no Environmental Claims have the force of lawbeen threatened, relating nor, to the business or assets of Northgate or any best of the Northgate Subsidiaries;
(v) neither Northgate nor knowledge of Seller, is there any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of basis for any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsClaims.
Appears in 1 contract
Environmental. (a) Prior to the execution of this Agreement, Seller has provided to Citadel a true and correct copy of all environmental site assessments, studies, reports and communications relating to the Purchased Assets.
(b) Except as disclosed on SELLER'S DISCLOSURE SCHEDULE, (i) there are no conditions, facilities, procedures or any other facts or circumstances that constitute Environmental Noncompliance on any of the Leaseholds and (ii) there is not constructed, placed, deposited, stored, disposed of, nor located on any of the Leaseholds any asbestos in any form that has released or, unless disturbed, threatens to release airborne asbestos fibers in excess of applicable local, state and federal standards.
(c) Except as disclosed on SELLER'S DISCLOSURE SCHEDULE, no structure, improvements, equipment, fixtures, activities or facilities located on the Leaseholds uses Hazardous Materials except those used in the Northgate Disclosure Letterordinary course of the Business and in compliance with applicable Environmental Laws.
(d) Except as specifically described on SELLER'S DISCLOSURE SCHEDULE, there have been no releases or threatened releases of Hazardous Materials into the environment, or which otherwise contribute to Environmental Conditions arising solely from the activities of Seller with respect to the Station or the Purchased Assets, or to the best of the knowledge of Seller arising from any other activities with respect to the Station or the Purchased Assets, except to the extent that any violation such releases or other matter referred threatened releases do not constitute a condition of Environmental Noncompliance relating to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:Leaseholds.
(ie) Northgate and the Northgate Subsidiaries Except as disclosed on SELLER'S DISCLOSURE SCHEDULE, there are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseunderground storage tanks, or any municipal or other sewer or drain or drinking or water systems by Northgate or any underground piping associated with tanks, used for the management of Hazardous Materials at the Northgate Subsidiaries or from Northgate’s assets or operations, Leaseholds and there are no abandoned underground storage tanks at the Leaseholds which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied either abandoned in compliance with Environmental Laws;place or removed pursuant to a permit issued by a Governmental Authority.
(ivf) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant Seller is not subject to any Environmental LawsClaims against the Station or the Purchased Assets, whether or not have the force of lawno such Environmental Claim has been threatened, relating nor, to the business or assets of Northgate or any best of the Northgate Subsidiaries;
(v) neither Northgate nor knowledge of Seller, is there any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of basis for any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsClaims.
Appears in 1 contract
Environmental. Except As of the date hereof neither the Borrower nor any of Borrower’s agents, employees or independent contractors (1) have caused or are aware of a release or threat of release of Hazardous Materials (as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect defined herein) on Northgate or any of the Northgate Subsidiaries:
premises owned or occupied by the Borrower, which could give rise to liability under any Environmental Law (ias defined herein) Northgate and or any other Federal, state or local law, rule or regulation; (2) have arranged for the Northgate Subsidiaries are and have been transport of or transported any Hazardous Materials in compliance witha manner as to violate, and are not or result in violation ofpotential liabilities under, any Environmental Laws;
Law; (ii3) Northgate and have received any notice, order or demand from the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, Protection Agency or any municipal other Federal, state or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability local agency under any Environmental Law, that ; (4) have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by incurred any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required liability under any Environmental Laws Law in connection with the operation mismanagement, improper disposal or release of their respective businesses and the ownership and use including rehabilitation Hazardous Materials; or (5) are aware of their respective assetsany inspection or investigation of any Controlled Property or Abutting Property by any Federal, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions state or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions local agency for possible violations of any Environmental Approvals held by Northgate Law. To the best of Borrower’s knowledge, the Borrower, has not committed or omitted any act which caused the release of Hazardous Materials with respect to any assets of the Northgate Subsidiaries Borrower or with respect to any renewalpremises owned or occupied by Borrower. Borrower agrees to indemnify and hold the Lender harmless from all liability, modificationloss, revocationcost, reassurancedamage and expense, alterationincluding attorney fees and costs of litigation, transfer, restriction or amendment arising from any and all of its violations of any such Environmental ApprovalsLaw (including those arising from any lien by any Federal, state or local government arising from the presence of Hazardous Materials) or from the presence of Hazardous Materials located on or emanating from any premises owned or occupied by Borrower, or with respect to any review assets of Borrower whether existing or not existing and whether known or unknown at the time of the execution hereof and regardless of whether or not caused by, or approval of, within the control of Borrower. Borrower further agrees to reimburse Lender upon demand for any Governmental Entity of such Environmental Approvals that are required costs reasonably incurred by Lender in connection with the execution or delivery foregoing. Borrower agrees that its obligations hereunder shall be continuous and shall survive the repayment of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business all debts to Lender and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) shall continue so long as a valid claim relating to the knowledge release of Northgate, none of Northgate and Hazardous Materials by Borrower may be lawfully asserted against the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsLender.
Appears in 1 contract
Sources: Revolving Demand Line of Credit Loan Agreement (Stran & Company, Inc.)
Environmental. Except as disclosed set forth in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any Section 4.12 of the Northgate Subsidiaries:
(i) Northgate MPC Disclosure Schedules and the Northgate Subsidiaries are and have been in compliance with, and are except for matters that would not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Lawan adverse effect on the Refinery Business in excess of the Threshold Amount:
(a) the Refinery Business is, that have not been reportedand for the past five years has been, mitigated and remedied in compliance with all applicable Environmental Laws;
(ivb) no ordersall Environmental Authorizations, notificationsif any, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported obtained or filed by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required or complied with by MPC under any applicable Environmental Laws Law currently in effect in connection with the operation Refinery Business as currently conducted, including those relating to Hazardous Substances, have been duly obtained or filed for, and MPC is, and for the past five years has been, in compliance with the terms and conditions of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminatedAuthorizations;
(viic) to the Knowledge of MPC, Section 4.12(c) of the MPC Disclosure Schedules sets forth a list and description of all Environmental Conditions of the Refinery Assets, other than the Park Penta Environmental Condition and the ▇▇▇▇▇▇ Products Environmental Condition, and a description of the Remediation Activity being conducted with respect to such Environmental Conditions as of the date of this Refining Contribution Agreement (all such listed Environmental Conditions described in Section 4.12(c) of the MPC Disclosure Schedules, including any present or future off-site migration thereof, being the “Known Refinery Environmental Conditions”);
(d) Section 4.12(d) of the MPC Disclosure Schedules sets forth a list of all Consent Decrees pertaining to Environmental Conditions of the Refinery Assets, other than the Park Penta Environmental Condition and the ▇▇▇▇▇▇ Products Environmental Condition (the “Existing Refinery Soil & Groundwater Consent Decrees”), and MPC has provided or made available to NTI (on behalf of SPP Refining) copies of all material correspondence and documents prepared or submitted in connection with these Existing Refinery Soil & Groundwater Consent Decrees or in connection with Remediation Activities required pursuant to these Existing Refinery Soil & Groundwater Consent Decrees, and MPC is in compliance with these Existing Refinery Soil & Groundwater Consent Decrees.
(e) Section 4.12(e) of the MPC Disclosure Schedules sets forth a list of all Consent Decrees pertaining to the Refinery Business or the Refinery Assets, except for the Existing Refinery Soil & Groundwater Consent Decrees (the “Existing Refinery Consent Decrees”), and MPC has provided or made available to NTI (on behalf of SPP Refining) copies of all material correspondence and documents prepared or submitted in connection with these Existing Refinery Consent Decrees or in connection with Remediation Activities required pursuant to these Existing Refinery Consent Decrees, and MPC is in compliance with these Existing Refinery Consent Decrees.
(f) [Intentionally Omitted];
(g) there are no changes in the statuspending or, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge Knowledge of NorthgateMPC, none threatened Environmental Claims nor, to the Knowledge of Northgate and the Northgate Subsidiaries are subject to MPC, is there any past or present fact, condition fact or circumstance that could reasonably be expected to result form the basis of an Environmental Claim, in Liability under each case relating to the Refinery Business or the Refinery Assets, other than those asserted by Governmental Authorities relating to the Known Refinery Environmental Conditions, the Park Penta Environmental Condition, the ▇▇▇▇▇▇ Products Environmental Condition, or the Existing Consent Decrees; and
(h) MPC has provided or made available to NTI (on behalf of SPP Refining) copies of all reports in MPC’s possession or control reflecting Known Refinery Environmental Conditions, and any reports, documents or correspondence reflecting any existing Environmental Noncompliances and any Environmental LawsNoncompliances that may have occurred in the last five years relating to the Refinery Assets and/or the Refinery Business.
Appears in 1 contract
Sources: Contribution Agreement (Northern Tier Energy, Inc.)
Environmental. Except as disclosed in (a) No Adelphia Entity has received any notice, notification, demand, request for information, citation, summons or order relating to any "Superfund" evaluation or investigation, and no Adelphia Entity is the Northgate Disclosure Lettersubject of any pending or, to Adelphia's knowledge, threatened investigation, action, claim, suit, review, complaint, penalty or to the extent that proceeding of any violation Governmental Authority or other matter referred Person with respect to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate the Adelphia Systems or the Adelphia Assets, including the Adelphia Owned Property or the Adelphia Leased Property and the Northgate Subsidiaries are and have been in compliance withany property previously owned, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding leased by any Governmental Adelphia Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation Adelphia Systems and (ii) relating to or arising out of their respective businesses any Environmental Law.
(b) Except as disclosed on Schedule 5.16, no Hazardous Substance has been discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted, or released at, on or under any Adelphia Owned Property or Adelphia Leased Property or other Adelphia Asset.
(c) Except as disclosed on Schedule 5.16, each Adelphia Entity is in material compliance with all Environmental Laws, insofar as they relate to the Adelphia Assets, the Adelphia Owned Property or the Adelphia Leased Property. Except as disclosed on Schedule 5.16, each Adelphia Entity has been and is in compliance with all permits, licenses, franchises, certificates, approvals and other similar authorizations of Governmental Authorities relating to or required by Environmental Laws and affecting, or relating in any way to, the ownership Adelphia Systems or the Adelphia Assets ("Adelphia Environmental Permits"). Such Adelphia Environmental Permits are valid and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, effect and neither Northgate nor any are transferable and will not be terminated or impaired or become terminable as a result of the Northgate Subsidiaries transactions contemplated hereby. No Adelphia Entity has received any notification notice of, any knowledge of circumstances relating to, and there are no past events, facts, conditions, circumstances, activities, practices or incidents (including but not limited to the presence, use, generation, manufacture, disposal, release or threatened release of any Hazardous Substances from or on the Adelphia Assets, the Adelphia Owned Property or the Adelphia Leased Property), which could interfere with or prevent compliance with or which have resulted in or are reasonably likely to give rise to any Governmental Entity pursuant liability of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required Law and in connection with the execution Adelphia Systems or delivery of this Agreementthe Adelphia Assets, including, without limitation, the consummation Adelphia Owned Property and the Adelphia Leased Property. Except as disclosed on Schedule 5.16, no Adelphia Owned Property or Adelphia Leased Property nor any property to which Hazardous Substances located on or resulting from the use of the transactions contemplated herein any Adelphia Asset, Adelphia Owned Property or the continuation of the business and operations of Northgate Adelphia Leased Property or any property previously owned, leased or operated by any Adelphia Entity in connection with the Adelphia Systems have been transported is listed or, to Adelphia's knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of the Northgate Subsidiaries following the Effective Date;sites requiring investigation or cleanup.
(viiid) Northgate and the Northgate Subsidiaries have Except as disclosed on Schedule 5.16, no polychlorinated biphenyls, electromagnetic fields, radioactive material, lead, asbestos-containing material, incinerator, sump, surface impoundment, lagoon, landfill, septic, wastewater treatment or other disposal system or underground storage tank (active or inactive) is or has been present at, on or under any Adelphia Owned Property or Adelphia Leased Property or in any Adelphia Asset.
(e) Adelphia has provided or made available to Primero Comcast copies of all material audits, environmental assessments, investigation reports, studies, plansaudits, regulatory correspondence and similar information with respect tests, reviews or other analyses of or relating to environmental, health, and safety matters; andthe Adelphia Assets and/or Systems prior to the date hereof.
(ixf) to the knowledge of NorthgateExcept as disclosed on Schedule 5.16, none of Northgate and the Northgate Subsidiaries are subject to any past Adelphia Owned Property or present fact, condition Adelphia Leased Property is located in New Jersey or circumstance that could reasonably be expected to result in Liability under any Environmental LawsConnecticut.
Appears in 1 contract
Environmental. Except as disclosed in (i) The operations of the Northgate Disclosure LetterBorrower and its Subsidiaries (including, or to the extent that any violation or other matter referred to in this subsection does notwithout limitation, individually all operations and conditions at or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(iFacilities) Northgate and the Northgate Subsidiaries are and have been in compliance withcomply, and are not for the period within any applicable statute of limitations have complied, in violation of, any all material respects with all Environmental Laws;
(ii) Northgate The Borrower and each of its Subsidiaries have obtained all permits under Environmental Laws necessary to their respective operations, and all such permits are in good standing, and the Northgate Borrower and each of its Subsidiaries have operated their respective business at are in compliance with all times material terms and have generated, received, handled, used, stored, treated, shipped and disposed conditions of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Lawssuch permits;
(iii) there have been no spillsNeither the Borrower nor any of its Subsidiaries has received (a) any material notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of any Hazardous Materials or (b) any letter or request for information under Section 104 of the Comprehensive Environmental Response, releasesCompensation, deposits and Liability Act (42 U.S.C. ss. 9604) or discharges comparable state laws, and to the best of pollutants or hazardous or toxic substancesthe Borrower's knowledge, contaminants or wastes into none of the earth, air or into any body operations of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate the Borrower or any of its Subsidiaries is the Northgate subject of any federal or state investigation evaluating whether any further investigation or remedial action is needed to respond to a Release or threatened Release of any Hazardous Material at any Facility or at any other location;
(iv) None of the operations of the Borrower or any of its Subsidiaries is subject to any judicial, administrative, or from Northgate’s assets arbitral proceeding alleging the violation of or operations, liability under any Environmental Laws which if adversely determined could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiariesa Material Adverse Effect;
(v) neither Northgate nor The Borrower and each of its Subsidiaries and all of their Facilities or operations are not subject to any of the Northgate Subsidiaries has failed outstanding written order or agreement with any governmental authority or private party relating to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by (a) any Environmental LawsLaws or (b) any Environmental Claims that in each case could reasonably be expected to have a Material Adverse Effect;
(vi) Northgate and To the Northgate best knowledge of each Loan Party, neither the Borrower nor any of its Subsidiaries hold Environmental Approvals required under has any Environmental Laws contingent liability in connection with any Release of any Hazardous Materials by the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor Borrower or any Subsidiaries of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance Borrower that could reasonably be expected to result in Liability have a Material Adverse Effect;
(vii) Neither the Borrower nor any of its Subsidiaries or, to the best of the Borrower's knowledge, any predecessor of the Borrower or any Subsidiaries of the Borrower has filed any notice under any Environmental Law indicating past or present treatment or disposal of Hazardous Materials at any Facility, and none of the Borrower's or any of its Subsidiary's operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent in material violation of any such law;
(viii) To the best knowledge of each Loan Party, no Hazardous Material exists on, under or about any Facility in a manner that could give rise to an Environmental Claim having a Material Adverse Effect, and neither the Borrower nor any Subsidiary of the Borrower has filed any notice or report of a Release of any Hazardous Materials that could reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect;
(ix) To the best knowledge of each Loan Party, neither the Borrower nor any Subsidiary of the Borrower (or any of their predecessors) has disposed of any Hazardous Materials in a manner that could reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect;
(x) No underground storage tanks or surface impoundments are on or at the Facilities, other than those that could not reasonably be expected to give rise to an Environmental Claim having a Material Adverse Effect;
(xi) No Lien in favor of any Person for (a) any material liability under Environmental Laws, or (b) damages arising from or costs incurred by such Person in response to a Release has been filed or has been attached to the Facilities; and
(xii) There is no radio frequency radiation, electromagnetic field or similar condition of or about any property owned, operated, or otherwise used by any Loan Party that could reasonably be expected to give rise to a Material Adverse Effect.
Appears in 1 contract
Environmental. Except as disclosed in the Northgate Disclosure LetterUBI Schedules, there are no actions, proceedings or investigations pending before any environmental regulatory body, with respect to or threatened against or affecting UBI or the UBI Subsidiaries in respect to any "facility" owned, leased or operated by any of them (but excluding any "facility" as to which sole interest of UBI or the UBI Subsidiaries is that of a lienholder or mortgagee, but including any "facility" to which title has been taken pursuant to mortgage foreclosure or similar proceedings and including any "facility" in which UBI or the UBI Subsidiaries ever participated in the financial management of such facility to a degree sufficient to influence, or have the ability to influence, the facility's treatment of hazardous waste) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), or under any Federal, state, local or municipal statue, ordinance or regulation in respect thereof, in connection with any release of any toxic or "hazardous substance", pollutant or contaminant into the "environment" which, if adversely determined, (a) would require the payment by UBI or the UBI Subsidiaries and/or require UBI or the UBI Subsidiaries to incur expenses of more than $10,000 (whether or not covered by insurance) or (b) would otherwise have a material adverse effect on UBI or the UBI Subsidiaries, nor, to the best knowledge of UBI after reasonable inquiry, is there any reasonable basis for the institution of any such actions or proceedings or investigations which is probable of assertion, nor are there any such actions or proceedings or investigations in which UBI or the UBI Subsidiaries are a plaintiff or complainant. Neither UBI nor the UBI Subsidiaries are liable in any material respect under any applicable law for any release by either of them or for any release by any other "person" of a hazardous substance caused by the spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of hazardous wastes or other chemical substances, pollutants or contaminants into the environment, nor is UBI or the UBI Subsidiaries liable for any material costs (as a result of the acts or omissions of UBI or the UBI Subsidiaries or, to the best knowledge of UBI, as a result of the acts or omissions of any other "person") of any remedial action including, without limitation, costs arising out of security fencing, alternative water supplies, temporary evacuation and housing and other emergency assistance undertaken by any environmental regulatory body having jurisdiction over UBI or the UBI Subsidiaries to prevent or minimize any actual or threatened release by UBI or the UBI Subsidiaries of any hazardous wastes or other chemical substances, pollutants and contaminants into the environment which would endanger the public health or the environment. All terms contained in quotation marks in this paragraph and the paragraph immediately following shall have the meaning ascribed to such terms, and defined in, CERCLA. Except as disclosed in the UBI Schedules, to the best knowledge of UBI each "facility" owned, leased or operated by UBI or the UBI Subsidiaries (but excluding any "facility" as to which the sole interest of UBI or the UBI Subsidiaries is that of a lienholder or mortgagee, but including any "facility" to which title has been taken pursuant to mortgage foreclosure or similar proceedings and including any "facility" in which UBI or the UBI Subsidiaries ever participated in the financial management of such facility to a degree sufficient to influence, or have the ability to influence, the facility's treatment of hazardous waste) is, in all material respects, in compliance with all applicable Federal, state, local or municipal statutes, ordinances, laws and regulations and all orders, rulings or other decisions of any court, administrative agency or other governmental authority relating to the protection of the environment, except to the extent that any violation or other matter referred a failure to in this subsection does not, individually or in the aggregate, comply would not have a Material Adverse Effect material adverse effect on Northgate or any the business, operations and financial condition of the Northgate Subsidiaries:
(i) Northgate UBI and the Northgate UBI Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it taken as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawswhole.
Appears in 1 contract
Sources: Affiliation Agreement (Delphos Citizens Bancorp Inc)
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, not have a Material Adverse Effect on Northgate or any of Barytex and the Northgate Barytex Subsidiaries, to Barytex’s knowledge:
(i) Northgate Barytex and the Northgate Barytex Subsidiaries are and have been in compliance with, and are not in violation of, any all material respects with Environmental Laws;
(ii) Northgate Barytex and the Northgate Barytex Subsidiaries have operated their respective business businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances contaminants without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, water or any municipal or other sewer or drain or drinking or water systems by Northgate Barytex or any of the Northgate Barytex Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Lawsremedied;
(iv) there is no orders, notifications, directives, demands, claims, instructions, directions material claim or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether judicial or not have the force of law, relating to the business or assets of Northgate administrative proceeding which may affect either Barytex or any of the Northgate SubsidiariesBarytex Subsidiaries or any of the properties or assets of Barytex or the Barytex Subsidiaries relating to or alleging any violation of Environmental Laws;
(v) neither Northgate Barytex nor any of the Northgate Barytex Subsidiaries has failed to report to the proper Governmental Entity federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws;; and
(vi) Northgate Barytex and the Northgate Barytex Subsidiaries hold Environmental Approvals all licences, permits and approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effectother than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on Barytex, and neither Northgate Barytex nor any of the Northgate Barytex Subsidiaries has received nor any notification from of their respective assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course by any Governmental Entity pursuant to determine whether any violation of Environmental Laws that any workhas occurred or is occurring, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or and neither Barytex nor any of the Northgate Barytex Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are is subject to any past or present fact, condition or circumstance that could reasonably be expected to result known environmental liabilities not disclosed in Liability under any Environmental Laws.the Barytex Public Documents;
Appears in 1 contract
Environmental. Except as disclosed set forth in Section 7.17 of the Gannet Newspapers Disclosure Schedule:
(a) The Gannett Assets and the Gannett Newspapers are in compliance with all applicable Environmental Laws and Environmental Permits and all issues raised in each notice, citation, inquiry or complaint which MWSB or Sun has received in the Northgate Disclosure Letterpast three years alleging any violation of or liability or potential liability under any applicable Environmental Law or Environmental Permit pertaining to the Gannett Assets and/or the Gannett Newspapers have been corrected or otherwise addressed to the satisfaction of regulatory authorities acting pursuant to Environmental Laws. MWSB and/or Sun possesses all Environmental Permits which are required for the operation of the Gannett Newspapers as currently conducted, and are in compliance with the provisions of all such Environmental Permits.
(b) There has not been any storage, treatment, generation, transportation or Release of any Hazardous Materials by MWSB or Sun at or from the Gannett Real Estate or, to the knowledge of MWSB or Sun at any Facility to which MWSB or Sun sent Hazardous Materials relating to the Gannett Newspapers, in a quantity reportable under, or in violation of, or which may give rise to any obligation or the extent that incurrence of any violation damages under, any applicable Environmental Laws.
(c) All Containers which have been heretofore removed from the Gannett Real Estate or such other matter referred real property were removed and disposed of in compliance with all applicable Environmental Laws.
(d) No Lien or deed notice or restriction has been recorded under any Environmental Law with respect to in this subsection does notany property or facility owned, individually operated, leased, managed, controlled or in the aggregate, have a Material Adverse Effect on Northgate used by MWSB or Sun with respect to any of the Northgate SubsidiariesGannett Newspapers.
(e) No Gannett Real Estate or Facility relating to any of the Gannett Newspapers which is to be owned or used by the Partnership is listed on the National Priorities List or on the Comprehensive Environmental Response, Compensation and Liability Information System list, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), or on any state or local list of sites requiring removal, remedial response or corrective action pursuant to any environmental law.
(f) Without in any way limiting the generality of the foregoing:
(i) Northgate and there is no friable asbestos contained in or forming part of any building, building component, structure, office space or equipment owned, operated, leased, managed or controlled by MWSB or Sun with respect to any of the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental LawsGannett Newspapers or located on the Gannett Real Estate;
(ii) Northgate and no polychlorinated biphenyls are used or stored on the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;Gannett Estate; and,
(iii) there are no locations included within the Gannett Real Estate at which any Hazardous Material generated, used, owned or controlled by MWSB or Sun or its agents or affiliates have been no spills, releases, deposits disposed of or discharges of pollutants or hazardous or toxic substances, contaminants or wastes Released into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsEnvironment.
Appears in 1 contract
Sources: Contribution Agreement (Garden State Newspapers Inc)
Environmental. Except as disclosed in the Northgate Disclosure Letter, or where failure to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are do so would not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result cause a Material Adverse Effect, JV shall comply in Liability all material respects with all Environmental Laws applicable to it. JV shall immediately notify Agent and Lenders of any remedial action taken by JV under Environmental Laws with respect to JV’s business operations. Except where failure to do so would not reasonably be expected to cause a Material Adverse Effect, JV shall not use or permit any Environmental Lawother party to use any Hazardous Substances at or on any Collateral except such materials as are incidental to the JV’s normal course of business, that have not been reported, mitigated maintenance and remedied repairs and which are handled in compliance with all applicable Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions . Upon the reasonable written request of Agent or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity Lenders following the occurrence of any event or the discovery of any condition which is required Agent or Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 2(m) to be so reported untrue in any material respect, furnish or cause to be furnished to Agent or Lenders, at JV’s expense, a report of an environmental assessment of reasonable scope, form and depth by a consultant reasonably acceptable to Agent and Lenders as to the nature and extent of the presence of any Environmental Laws;
(vi) Northgate Hazardous Substances at or on any Collateral and as to the Northgate Subsidiaries hold Environmental Approvals required under compliance by JV or any of its Affiliates with Environmental Laws in connection with all material respects at or on such Collateral. If JV fails to deliver such an environmental report within seventy-five (75) days after receipt of such written request, then Agent or Lenders may arrange for the operation same, and, without limitation of any other rights afforded Agent hereunder, JV hereby grants to Agent, Lenders and their respective businesses representatives access to such Collateral during normal business hours to reasonably undertake such an assessment upon reasonable prior written notice from Agent. The reasonable cost of any assessment arranged for by Agent or Lenders pursuant to this provision shall be payable by JV on demand and added to the ownership Obligations. JV shall provide Agent, Lenders and use including rehabilitation of their respective assetsagents, contractors, employees and representatives with access to and copies of any and all such Environmental Approvals are in full force data and effectdocuments relating to or dealing with any Hazardous Substances used, and neither Northgate nor any generated, manufactured, stored or disposed of by their business operations relating to the Collateral within ten (10) days of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsrequest therefor.
Appears in 1 contract
Environmental. Except as disclosed in the Northgate KML Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate Letter (i) none of KML or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate its Subsidiaries are and have been in compliance with, and are not is in violation of, of any Environmental Laws;
Laws in any material respect; (ii) Northgate each of KML and its Subsidiaries (or, to the Northgate Subsidiaries have knowledge of KML, the operator of any KML JV that is not operated by a Subsidiary of KML) has all material permits, authorizations and approvals required under any applicable Environmental Laws to operate the Purchased Business as presently conducted or for the ownership and use of the assets forming part of the Purchased Business in compliance with all applicable Laws and are in material compliance with their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
requirements; (iii) there have been no not occurred any material spills, releasesemissions or pollution on any property of KML or its Subsidiaries as a result of their operations, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate nor has KML or any of the Northgate its Subsidiaries been subject to any stop orders, control orders, clean-up orders or from Northgatereclamation orders under applicable Environmental Laws that would be material to KML and its Subsidiaries, taken as a whole; (iv) to KML’s assets knowledge, there are no pending administrative, regulatory or operationsjudicial actions, suits, demands, demand letters, claims, Encumbrances, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against KML or any of its Subsidiaries that would be material to KML and its Subsidiaries, taken as a whole, and KML has reasonably concluded that there are no facts or circumstances which could would reasonably be expected to result in Liability under form the basis for any Environmental Lawsuch administrative, that have not been reportedregulatory or judicial actions, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directivessuits, demands, demand letters, claims, instructionsEncumbrances, directions orders, directions, notices of non-compliance or notices have been issued violation, investigation or proceedings, that would be material to KML and remain outstanding by any Governmental Entity pursuant to any Environmental Lawsits Subsidiaries, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
taken as a whole; and (v) neither Northgate nor KML has reasonably concluded that there are no costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions properties or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretopermit, license or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval ofapproval, any Governmental Entity of such Environmental Approvals that are required in connection related constraints on operating activities and any potential liabilities to third parties) associated with the execution or delivery effect of this AgreementEnvironmental Laws on various business, the consummation operations and properties of the transactions contemplated herein or the continuation of the business KML and operations of Northgate or any of the Northgate its Subsidiaries following the Effective Date;
(viii) Northgate that would be material to KML and the Northgate Subsidiaries have made available to Primero all material auditsits Subsidiaries, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawstaken as a whole.
Appears in 1 contract
Environmental. Except as disclosed Each Borrower will, and will cause each of its Subsidiaries to,
(a) Keep any property either owned or operated by Parent or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,
(b) Comply, in the Northgate Disclosure Letterall material respects, with Environmental Laws and provide to Agent documentation of any material non-compliance which Agent reasonably requests,
(c) Promptly notify Agent of any release of which any Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by Parent or its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said release under, or otherwise to come into compliance with, in all material respects, applicable Environmental Law,
(d) Promptly, but in any event within five (5) Business Days of its receipt thereof, provide Agent with written notice of any of the extent following: (i) notice that an Environmental Lien has been filed against any violation of the real or personal property of Parent or its Subsidiaries, (ii) written notice of commencement of any material Environmental Action filed against, or written notice that a material Environmental Action will be filed against, Parent or its Subsidiaries, and (iii) written notice of a material violation, citation, or other matter referred to in this subsection does notadministrative order from a Governmental Authority, individually or in and
(e) If the aggregate, have a Material Adverse Effect on Northgate Parent or any of the Northgate its Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal tenant or other sewer occupant of any Real Property owned, leased or drain or drinking or water systems operated by Northgate Parent or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the Northgate Subsidiaries presence or release of any Hazardous Material (except in compliance with applicable Environmental Laws), each Borrower agrees to undertake, and/or to cause any of its Subsidiaries, and use commercially reasonable efforts to cause its tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from Northgate’s assets or operationsany Real Property except where the failure to do so has not resulted in, which and could not reasonably be expected to result in Liability under any Environmental Lawin, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Pernix Therapeutics Holdings, Inc.)
Environmental. Except as disclosed in the Northgate Disclosure LetterDelphos Schedules, there are no actions, proceedings or investigations pending before any environmental regulatory body, with respect to or threatened against or affecting Delphos or the Subsidiary in respect to any "facility" owned, leased or operated by any of them (but excluding any "facility" as to which sole interest of Delphos or the Subsidiary is that of a lienholder or mortgagee, but including any "facility" to which title has been taken pursuant to mortgage foreclosure or similar proceedings and including any "facility" in which Delphos or the Subsidiary ever participated in the financial management of such facility to a degree sufficient to influence, or have the ability to influence, the facility's treatment of hazardous waste) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), or under any Federal, state, local or municipal statue, ordinance or regulation in respect thereof, in connection with any release of any toxic or "hazardous substance", pollutant or contaminant into the "environment" which, if adversely determined, (a) would require the payment by Delphos or the Subsidiary and/or require Delphos or the Subsidiary to incur expenses of more than $10,000 (whether or not covered by insurance) or (b) would otherwise have a material adverse effect on Delphos or the Subsidiary, nor, to the best knowledge of Delphos after reasonable inquiry, is there any reasonable basis for the institution of any such actions or proceedings or investigations which is probable of assertion, nor are there any such actions or proceedings or investigations in which Delphos or the Subsidiary is a plaintiff or complainant. Neither Delphos nor the Subsidiary is liable in any material respect under any applicable law for any release by either of them or for any release by any other "person" of a hazardous substance caused by the spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of hazardous wastes or other chemical substances, pollutants or contaminants into the environment, nor is Delphos or the Subsidiary liable for any material costs (as a result of the acts or omissions of Delphos or the Subsidiary or, to the best knowledge of Delphos, as a result of the acts or omissions of any other "person") of any remedial action including, without limitation, costs arising out of security fencing, alternative water supplies, temporary evacuation and housing and other emergency assistance undertaken by any environmental regulatory body having jurisdiction over Delphos or the Subsidiary to prevent or minimize any actual or threatened release by Delphos or the Subsidiary of any hazardous wastes or other chemical substances, pollutants and contaminants into the environment which would endanger the public health or the environment. All terms contained in quotation marks in this paragraph and the paragraph immediately following shall have the meaning ascribed to such terms, and defined in, CERCLA. Except as disclosed in the Delphos Schedules, to the best knowledge of Delphos each "facility" owned, leased or operated by Delphos or the Subsidiary (but excluding any "facility" as to which the sole interest of Delphos or the Subsidiary is that of a lienholder or mortgagee, but including any "facility" to which title has been taken pursuant to mortgage foreclosure or similar proceedings and including any "facility" in which Delphos or the Subsidiary ever participated in the financial management of such facility to a degree sufficient to influence, or have the ability to influence, the facility's treatment of hazardous waste) is, in all material respects, in compliance with all applicable Federal, state, local or municipal statutes, ordinances, laws and regulations and all orders, rulings or other decisions of any court, administrative agency or other governmental authority relating to the protection of the environment, except to the extent that any violation or other matter referred a failure to in this subsection does not, individually or in the aggregate, comply would not have a Material Adverse Effect material adverse effect on Northgate or any the business, operations and financial condition of the Northgate Subsidiaries:
(i) Northgate Delphos and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it Subsidiary taken as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawswhole.
Appears in 1 contract
Sources: Affiliation Agreement (Delphos Citizens Bancorp Inc)
Environmental. Except as disclosed set forth on Schedule 4.17, on the ------------- ---- date hereof and as of the Closing Date:
(i) The activities, operations and business carried out by Aquatics and its Subsidiaries are and have been at all times in the Northgate Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred failure to in this subsection does not, individually or in the aggregate, so comply will not have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate Aquatics and the Northgate its Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Lawstaken as a whole;
(ii) Northgate as to each of the properties currently or previously used for the business of Aquatics and its Subsidiaries, no Hazardous Substances have been Released to the Northgate Environment on, at, under or from such property in any amount that has required or will require investigation or other remedial action pursuant to any applicable Environmental Law or that otherwise has given or will give rise to any claim of liability by any Governmental Authority or other third party, except to the extent that any liability with respect to such Hazardous Substances will not have a Material Adverse Effect on Aquatics and its Subsidiaries taken as a whole; and
(iii) no Hazardous Substances have operated their respective business at all times been shipped by Aquatics or its Subsidiaries to an offsite facility that have given or will give rise to any claim of liability for investigation or other remedial action pursuant to any applicable Environmental Law or that otherwise have given or will give rise to any claim of liability by any Governmental Authority or other third party, except to the extent that any such claim of liability will not have a Material Adverse Effect on Aquatics and have generated, received, handled, used, stored, treated, shipped its Subsidiaries taken as a whole.
(i) Aquatics and disposed its Subsidiaries are not aware of all contaminants, wastes, and hazardous and toxic substances without any pending litigation or proceedings before any administrative agency in which any person or entity alleges the violation of any Environmental LawsLaw by Aquatics or its Subsidiaries, the Release or Threat of Release of Hazardous Substances on, at, under or from any property currently or previously used for the business of Aquatics or its Subsidiaries or any liability of Aquatics or its Subsidiaries with respect to any Hazardous Substances that have been shipped by Aquatics or its Subsidiaries to an offsite facility;
(ii) Neither Aquatics nor its Subsidiaries has received any written notice that any Governmental Authority or other third party, or any employee or agent thereof, has determined, threatens to determine or requires an investigation or further information to determine that there exists any violation of any Environmental Law, a Release or Threat of Release of Hazardous Substances requiring investigation or other remedial action on, at, under or from any property currently or previously used for the business of the Aquatics or its Subsidiaries or any liability of Aquatics or its Subsidiaries with respect to any Hazardous Substances that have been shipped by the Aquatics or its Subsidiaries to an offsite facility;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate Neither Aquatics nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate its Subsidiaries has received any notification from notice under any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions citizen suit provision of any Environmental Approvals held by Northgate or Law regarding any of its operations.
(c) No Lien has been imposed on any of the Northgate assets of Aquatics or its Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, by any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability Authority under any Environmental Laws.
(d) Aquatics and its Subsidiaries have all Environmental Permits necessary for the activities and operations of the Division, except to the extent that any such failure would not have a Material Adverse Effect on Aquatics and its Subsidiaries taken as a whole.
Appears in 1 contract
Environmental. Except as disclosed (a) The operation of the First Mining Material Properties by First Mining and the First Mining Material Subsidiaries (to the knowledge of First Mining, with respect to the Recently Acquired Subsidiaries) and the use, maintenance and operation thereof have been and are in compliance with all Environmental Laws. First Mining and the Northgate Disclosure LetterFirst Mining Material Subsidiaries have complied with all reporting and monitoring requirements under all Environmental Laws with respect to the First Mining Material Properties since the date of acquisition of the applicable First Mining Material Subsidiary by First Mining. Neither First Mining nor any of the First Mining Material Subsidiaries (to the knowledge of First Mining, with respect to the Recently Acquired Subsidiaries) has received any notice of any non-compliance with any Environmental Laws or Environmental Permits, and none of First Mining or any of the First Mining Material Subsidiaries (to the knowledge of First Mining, with respect to the Recently Acquired Subsidiaries) have been convicted of an offence of non- compliance with any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction.
(b) First Mining and the First Mining Material Subsidiaries have obtained all material Environmental Permits necessary to conduct their Business and to own, use and operate their properties and assets, all such Environmental Permits are in full effect, no appeal or other action is pending to revoke any such Environmental Permit and the operation of the Business, the property and assets owned by First Mining and the First Mining Material Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Permits. To the extent required by applicable Environmental Laws, First Mining and the First Mining Material Subsidiaries have filed all applications necessary to renew or obtain any necessary permits, licenses, or authorizations in a timely fashion so as to allow it to continue to operate their Business in compliance with applicable Environmental Laws, and First Mining and the extent that any violation First Mining Material Subsidiaries do not expect such new or renewed licenses, permits or other matter referred authorizations to in this subsection does not, individually include any terms or in the aggregate, conditions that will have a Material Adverse Effect on Northgate or any in respect of First Mining and the Northgate First Mining Material Subsidiaries:.
(ic) Northgate First Mining and the Northgate First Mining Material Subsidiaries are and have been have, at all times (to the knowledge of First Mining, with respect to the Recently Acquired Subsidiaries), used, generated, treated, stored, transported, disposed of or otherwise handled their Hazardous Substances in compliance withwith all Environmental Laws and Environmental Permits.
(d) To the knowledge of First Mining, there is no reasonable basis upon which First Mining and are not in violation of, the First Mining Material Subsidiaries could become responsible for any material clean up or corrective action under any Environmental Laws;.
(iie) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material All audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, health and safety matters; andmatters relating to the First Mining Material Properties have been made available to the Chalice Parties and are described in Schedule 3.2.13 of the First Mining Disclosure Letter.
(ixf) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries There are subject to any no past or present fact(or, condition to the best of First Mining’s knowledge, future) events, conditions, circumstances, activities, practices, incidents, actions or circumstance that could reasonably be expected plans which may interfere with or prevent compliance or continued compliance by First Mining and each of the First Mining Material Subsidiaries with the Environmental Laws as in effect on the date hereof or which may give rise to result in Liability any liability under any the Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by First Mining or any of the First Mining Material Subsidiaries of any Hazardous Substances.
Appears in 1 contract
Sources: Share Purchase Agreement (First Mining Finance Corp.)
Environmental. Except as disclosed (a) The MediaNews Assets and the MediaNews Newspapers are in compliance with all applicable Environmental Laws and Environmental Permits and all issues raised in each notice, citation, inquiry or complaint which the MediaNews Parties have received in the Northgate Disclosure Letterpast three years alleging any violation of or liability or potential liability under any applicable Environmental Law or Environmental Permit pertaining to the MediaNews Assets and/or the MediaNews Newspapers have been corrected or otherwise addressed to the satisfaction of regulatory authorities acting pursuant to Environmental Laws. The MediaNews Parties possess all Environmental Permits which are required for the operation of the MediaNews Newspapers as currently conducted, and are in compliance with the provisions of all such Environmental Permits.
(b) There has not been any storage, treatment, generation, transportation or Release of any Hazardous Materials by the MediaNews Parties at or from the MediaNews Real Estate or, to the knowledge of the MediaNews Parties at any Facility to which the MediaNews Parties sent Hazardous Materials relating to the MediaNews Newspapers, in a quantity reportable under, or in violation of, or which may give rise to any obligation or the extent that incurrence of any violation damages under, any applicable Environmental Laws.
(c) All Containers which have been heretofore removed from the MediaNews Real Estate or such other matter referred real property were removed and disposed of in compliance with all applicable Environmental Laws.
(d) No Lien or deed notice or restriction has been recorded under any Environmental Law with respect to in this subsection does notany property or facility owned, individually operated, leased, managed, controlled or in used by the aggregate, have a Material Adverse Effect on Northgate or MediaNews Parties with respect to any of the Northgate SubsidiariesMediaNews Newspapers.
(e) No MediaNews Real Estate or Facility relating to any of the MediaNews Newspapers which is to be owned or used by the Partnership is listed on the National Priorities List or on the Comprehensive Environmental Response, Compensation and Liability Information System list, both promulgated under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), or on any state or local list of sites requiring removal, remedial response or corrective action pursuant to any environmental law.
(f) Without in any way limiting the generality of the foregoing:
(i) Northgate and there is no friable asbestos contained in or forming part of any building, building component, structure, office space or equipment owned, operated, leased, managed or controlled by any of the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, MediaNews Parties with respect to any Environmental Lawsof the MediaNews Newspapers or located on the MediaNews Real Estate;
(ii) Northgate and no polychlorinated biphenyls are used or stored on the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;MediaNews Real Estate; and,
(iii) there have been are no spillslocations included within the MediaNews Real Estate at which any Hazardous Material generated, releasesused, deposits owned or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems controlled by Northgate or any of the Northgate Subsidiaries MediaNews Parties or from Northgate’s assets the MediaNews Parties' agents or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices affiliates have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether disposed of or not have Released into the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsEnvironment.
Appears in 1 contract
Sources: Contribution Agreement (Garden State Newspapers Inc)
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any No examination has been made of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are Property to determine whether or not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substancesmaterials are legally or illegally present or contained in, contaminants under or wastes into on the earth, air Property or into any body of its water, whether surface or otherwiseif any hazardous or toxic materials have contaminated such Property or its waters in any way whatsoever, or if any municipal or other sewer or drain or drinking or water systems by Northgate or any portion of the Northgate Subsidiaries Property is “wetlands” or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have inhabited by an endangered species. Seller is not aware of and has not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence notified of any event which such condition existing on the Property. No representation or warranty has been or is required made as to be so reported by whether any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under violation of any Environmental Laws environmental laws or regulations, either federal or state, exists or has existed in connection with the operation Property, but Seller is not aware of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment not been notified of any such Environmental Approvalsviolations. For these purposes, “hazardous or toxic material” means and includes all types of petroleum products, any flammable explosives, radioactive materials, asbestos or any review bymaterials containing asbestos, and/or any hazardous, toxic or approval dangerous waste, substance or material defined as such in (or for the purposes of) the environmental laws. For these purposes, “environmental laws” includes the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Oil Pollution and Hazardous Substances Control Act, the Clean Air Act, the Hazardous and Solid Waste Amendments, the Super Fund Amendment and Reauthorization Act, the Solid Waste Disposal Act, the Resource Conservation and Recovery Act, the Act to Provide for the Cleanup of Environmental Damage Caused by Leaking Petroleum Underground Storage Tanks, Water and Air Resources Act, the Inactive Hazardous Waste Disposal Site Act, any Governmental Entity of such Environmental Approvals that are required in connection with the execution “Super Fund” or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate “Super Lien” law or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree, regulating, relating to or imposing liability or standards of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all conduct concerning any petroleum products, any flammable explosives, radioactive materials, asbestos or any material auditscontaining asbestos, assessmentsand/or hazardous, investigation reportstoxic or dangerous waste, studiessubstance or material, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to as may now or at any past or present fact, condition or circumstance that could reasonably time hereafter be expected to result in Liability under any Environmental Lawseffect.
Appears in 1 contract
Sources: Offer to Purchase and Contract
Environmental. Except as disclosed 10.1. In the event of any Product spills or other environmentally polluting discharges arising from the operations of the Facility, clean up and/or any resulting liability for such spills or discharges shall be the sole responsibility of Operator, subject to the following: in the Northgate Disclosure Letter, or to the extent that event of any violation Product spills or other matter referred environmentally polluting discharge at the Facility after the commencement of this Agreement caused by Customer or the operation of a railroad train or railcar(s) delivering or receiving on its behalf, at its request or for its benefit, Operator is authorized to in this subsection does notcommence containment and clean-up operations as deemed appropriate or necessary by Operator and shall notify Customer immediately of such operations; all liability and reasonable costs of containment or clean-up for such spill or discharge shall be borne by Customer, individually or except that in the aggregateevent a spill or discharge is the result of joint negligence by both Operator and Customer or a railroad train SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN GRANTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, have a Material Adverse Effect AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). or railcar(s) delivering or receiving on Northgate its behalf, at its request or any for its benefit, liability and costs of containment or clean up shall be borne severally and not jointly by Operator and Customer in proportion to each Party’s negligence.
10.2. Customer shall be considered the “generator” of all Wastes generated in Dedicated Tank(s) for purposes of Applicable Law, including all federal, state or local hazardous and non-hazardous waste laws and regulations. Customer shall perform the duties and responsibilities of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied “generator” in compliance with Environmental Laws;
(iv) no ordersall Applicable Law, notificationsincluding identifying, directivespackaging, demandsmanifesting, claimsreporting, instructionsrecord keeping, directions handling, transporting and disposing of all hazardous and non-hazardous liquid or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification solid wastes removed from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsDedicated Tank(s).
Appears in 1 contract
Sources: Terminal Services Agreement (Arc Logistics Partners LP)
Environmental. Except To the knowledge of K▇▇▇▇▇, except as disclosed is set out in the Northgate K▇▇▇▇▇▇ Disclosure Letter, or to each of K▇▇▇▇▇ and the extent that any violation or other matter referred to in this subsection does notK▇▇▇▇▇ Subsidiaries and their respective businesses, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiariesoperations and properties:
(i) Northgate is in material compliance with all Environmental Laws and the Northgate Subsidiaries are all terms and have been in compliance with, and are not in violation of, any conditions of all Environmental LawsApprovals;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generatedhas not received any order, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without request or notice from any Person alleging a material violation of any Environmental LawsLaw;
(iii) there have been no spills(i) is not a party to any litigation or administrative proceeding, releasesnor so far as it knows is any litigation or administrative proceeding threatened against it or its property or assets, deposits which in either case (1) asserts or discharges 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 Environmental Release of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseHazardous Substances, or (3) asserts or alleges that it is required to pay all or a portion of the cost of any municipal past, present or future cleanup, removal or remedial or other sewer response action which arises out of or drain or drinking or water systems by Northgate or is related to the Environmental Release of any Hazardous Substances, (ii) has no knowledge of the Northgate Subsidiaries or from Northgate’s assets or operations, any conditions existing currently which could reasonably be expected to result 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 potentially responsible party by any Governmental Entity in Liability a matter arising under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no ordersis not involved in operations and does not know of any facts, notificationscircumstances or conditions, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to including any Environmental LawsRelease of Hazardous Substances, whether or not have the force of law, relating that would reasonably be expected to the business or assets of Northgate or result in any of the Northgate Subsidiariesmaterial environmental liabilities;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate K▇▇▇▇▇ and the Northgate K▇▇▇▇▇ Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses businesses, as currently operated, and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate K▇▇▇▇▇ nor any of the Northgate K▇▇▇▇▇ Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(viivi) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate K▇▇▇▇▇ or any of the Northgate Subsidiaries K▇▇▇▇▇ Subsidiaries, or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate K▇▇▇▇▇ or any of the Northgate K▇▇▇▇▇ Subsidiaries following the Effective Date;
(viiivii) Northgate K▇▇▇▇▇ and the Northgate K▇▇▇▇▇ Subsidiaries have made available to Primero PMI all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, health and safety matters; and
(ixviii) to the knowledge of NorthgateK▇▇▇▇▇, none of Northgate K▇▇▇▇▇ and the Northgate K▇▇▇▇▇ Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability material liability under any Environmental Laws.
Appears in 1 contract
Environmental. Except Landlord has supplied to Tenant a true and complete copy of a current Phase I environmental assessment for the Premises (the "Report"). Landlord has made arrangements so that Tenant may rely on the Report. Landlord represents and warrants to Tenant that Landlord does not have and does not know of any other environmental reports, studies or tests which have been prepared or conducted with respect to the Premises, other than the Report and the tests identified therein. Landlord represents and warrants that, except as disclosed provided in the Northgate Disclosure LetterReport, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any best of the Northgate Subsidiaries:
Landlord's knowledge: (i) Northgate and the Northgate Subsidiaries Premises are and have been in compliance with, with all Environmental Regulations and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries no Hazardous Substances have operated their respective business at all times and have generated, received, handled, used, been stored, treatedused or otherwise located on, shipped in or under the Premises. Landlord agrees to indemnify, defend and disposed hold Tenant harmless against any and all Environmental Damages incurred or to be incurred as a result of the breach, by Landlord, of its representations. Tenant has had ample opportunity to inspect the Premises and, except as expressly warranted by Landlord in this paragraph, takes the Premises in their as is condition in regard to the matters governed by this paragraph. Tenant agrees to indemnify, defend and hold Landlord harmless against any and all contaminantsEnvironmental Damages incurred or to be incurred as a result of Tenant Contamination or failure by Tenant to comply with any Environmental Regulations, including reasonable attorneys' fees. Tenant Contamination means contamination at the Premises which is caused by or arises out of any act, omission, neglect or fault of Tenant or its agents, employees, contractors or invitees. Contamination means the uncontained or uncontrolled presence of or release of Hazardous Substances into any environmental media from, upon, within, below, into or on the Premises. Hazardous Substances means any toxic or hazardous chemicals, wastes, materials or substances, including, without limitation, lead, radon, asbestos, asbestos containing materials, polychlorinated biphenyls, dioxin, urea-formaldehyde, nuclear fuel or waste, radioactive materials, explosives, carcinogens, petroleum products, or any pollutants or contaminants, as those terms are defined in any applicable federal, state, local or other governmental law, statute, ordinance, code, rule or regulation. Environmental Regulations means all laws, statutes, ordinances, codes, rules and hazardous regulations relating to Hazardous Substances or the protection of the environment. Environmental Damages means all claims, judgments, losses, penalties, fines, liabilities, encumbrances, liens, costs and toxic substances without violation reasonable expenses of investigation, defense or good faith settlement resulting from violations of Environmental Laws;
Regulations, and including, without limitation: (i) damages for personal injury and injury to property or natural resources; (ii) reasonable fees and disbursement of attorneys, consultants, contractors, experts -10- and laboratories; (iii) there have been no spillscosts of any cleanup, releasesremediation, deposits removal, response, abatement, containment, closure, restoration or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into monitoring work required by any body of water, whether surface or otherwise, or any municipal or Environmental Regulation and other sewer or drain or drinking or water systems by Northgate or any costs reasonably necessary to restore full economic use of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated Premises; and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, third-party claims relating to the immediately preceding subsections (i) - (iii). If Landlord performs any remediation it will do so in such a manner as to have as little impact on Tenant's business or assets of Northgate or any of being conducted at the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it Premises as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawspossible.
Appears in 1 contract
Sources: Lease Agreement (Possis Medical Inc)
Environmental. Except as disclosed in the Northgate Disclosure Letterset forth on Schedule 5.22 or as could not reasonably be expected, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, to have a Material Adverse Effect on Northgate Effect:
(a) Sellers' operations and properties, and the operations and properties of each of their respective subsidiaries, relating to the Business comply with all applicable Environmental Laws and Environmental Permits. Any past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and no circumstances exist that could (A) form the basis of an Environmental Action against Sellers, any of their respective subsidiaries or any of the Northgate Subsidiaries:
their properties or (iB) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or cause any of the Northgate Subsidiaries Purchased Assets or from Northgate’s assets the Business to be subject to any restrictions on ownership, occupancy, use or operations, which could reasonably be expected to result in Liability transferability under any Environmental Law.
(b) None of the Purchased Assets or other property relating to the Business currently owned or operated by Sellers or any of their respective subsidiaries is, that and, to the Knowledge of Sellers, no property formerly owned or operated by Sellers or any of their respective subsidiaries, is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list; there are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any of the Purchased Assets or other property relating to the Business currently owned or operated by Sellers or any of their respective subsidiaries; and Hazardous Materials have not been reportedreleased, mitigated discharged or disposed of on, under or from any of the Purchased Assets or other property currently owned or operated by Sellers or any of their respective subsidiaries.
(c) Neither Sellers nor any of their respective subsidiaries has received a request for information or has been identified as a potentially responsible party relating to any actual or threatened Release of Hazardous Materials at any site, location or operation relating to the operations of the Business; neither Sellers nor any of their respective subsidiaries is undertaking, and remedied has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous Materials at any site, location or operation relating to the operations of the Business, either voluntarily or pursuant to the order of any Governmental Body or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any of the Purchased Assets or other property relating to the Business currently owned or operated by Sellers or any of their respective subsidiaries have been used, sold or disposed of in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 1 contract
Environmental. The representations and warranties set forth in this Section 4.18 are TransTex’s sole and exclusive representations and warranties regarding environmental matters. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any Section 4.18 of the Northgate SubsidiariesDisclosure Schedules:
(ia) Northgate The operations of TransTex with respect to the Business and the Northgate Subsidiaries Acquired Real Property are currently and have been in compliance withwith all Environmental Laws during the time such Business and Acquired Real Property have been owned and operated by TransTex;
(b) TransTex has possessed and is in possession of all Environmental Permits required under any applicable Environmental Law for the conduct or operation of the Business (or any part thereof), and TransTex has operated and is operating in compliance with such Environmental Permits. All such Environmental Permits are in full force and effect and shall be maintained in full force and effect by TransTex through the Closing Date in accordance with Environmental Law, and TransTex is not aware of any condition, event or circumstance that might prevent or impede, after the Closing Date, the conduct of the Business as currently conducted or the ownership, lease, operation or use of the Acquired Real Property. With respect to any such Environmental Permits, TransTex has undertaken, or will undertake prior to the Closing Date, all measures necessary to facilitate transferability of the same to Buyer, and TransTex is not aware of any condition, event or circumstance that might prevent or impede the transferability of the Environmental Permits to Buyer;
(c) TransTex has not generated, used, treated or stored, transported to or from, or released or disposed of any Hazardous Substances on or at the Acquired Real Property except in accordance with all applicable Environmental Permits and Environmental Laws and to the Knowledge of TransTex, no such occurrence has otherwise occurred at or from the Acquired Real Property;
(d) TransTex has not received any notice from any Governmental Authority or any other Person that the Business or the operation of any facility of TransTex is in violation ofof any Environmental Law or any Environmental Permit or that it is responsible (or potentially responsible) for the Release or cleanup of any Hazardous Substances at any site;
(e) TransTex has not been the subject of any federal, any state, local, or private Action involving a demand for damages or other potential Liability with respect to a violation of or Liability under Environmental Laws;
(iif) Northgate and No by-products of any manufacturing, gas treating or similar process employed in the Northgate Subsidiaries operation of the Business which may constitute Hazardous Substances under any Environmental Law have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed been stored or otherwise located on any of all contaminants, wastes, and hazardous and toxic substances without violation of the Acquired Real Property (except in compliance with any applicable Environmental LawsLaw);
(iiig) there have been no spillsNo property now or previously owned, releasesleased or operated by TransTex, deposits or discharges is listed or, to the Knowledge of pollutants or hazardous or toxic substancesTransTex, contaminants or wastes into proposed for listing on the earthNational Priorities List pursuant to CERCLA, air or into any body of water, whether surface or otherwiseon the CERCLIS, or on any municipal other federal or state list of sites requiring or subject to investigation or remediation;
(h) There are currently no Underground Storage Tanks, active or abandoned, including petroleum storage tanks, on or under any property now or previously owned, leased or operated by TransTex and to the Knowledge of TransTex, no underground storage tanks have previously existed on such property;
(i) TransTex has not transported or arranged for the transportation of any Hazardous Substances to any location that is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS, or on any other sewer federal or drain state list of sites requiring or drinking subject to investigation or water systems remediation or which is the subject of federal, state or local enforcement actions or investigations;
(j) There are no polychlorinated biphenyls, radioactive materials or friable asbestos or asbestos-containing materials present at any property now or previously owned or leased by Northgate TransTex;
(k) To the Knowledge of TransTex, there are no facts or circumstances, conditions or occurrences that could reasonably be anticipated: (i) to form the basis of any Action related to Environmental Laws or Environmental Permits against TransTex or any Acquired Real Property for which TransTex could be reasonably expected to be liable; and (ii) to cause such properties to be subject to any restrictions on its ownership, occupancy, use or transferability under any Environmental Law or Environmental Permit;
(l) To the Knowledge of TransTex, no condition, event or circumstance concerning the Release or regulation of Hazardous Substances exists that would, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership, lease, operation, performance or use of the Business or the Acquired Real Property as currently being carried out; and
(m) TransTex has timely filed all reports required to be filed with respect to all of its property and facilities and has generated and maintained all required data, documentation and records under all applicable Environmental Laws. TransTex has made available to Buyer true, correct and complete copies and results of the reports, audits, assessments, reviews, studies, analyses, tests and monitoring listed in Section 4.18 of the Disclosure Schedules pertaining to Hazardous Substances or related to activities of the Business involving Hazardous Substances in, on or under any of the Northgate Subsidiaries Purchased Assets or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in concerning compliance by TransTex with Environmental Laws;
, and Section 4.18 of the Disclosure Schedules includes a list of all such documents in TransTex’ possession, custody, or control. To the Knowledge of TransTex, there are no Liens (ivother than Permitted Liens) no orders, notifications, directives, demands, claims, instructions, directions arising under or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether Law or not have the force of law, relating to the business or assets of Northgate or Environmental Permit on any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsPurchased Assets.
Appears in 1 contract
Sources: Asset Purchase Agreement (Magnum Hunter Resources Corp)
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect set forth on Northgate or any of the Northgate SubsidiariesSchedule 4.15:
(ia) Northgate To the knowledge of the Seller Parties, there are no underground tanks and related pipes, pumps and other facilities regardless of their use or purpose whether active or abandoned at the Real Property.
(b) To the knowledge of the Seller Parties, there is no asbestos nor any asbestos-containing materials used in, applied to or in any way incorporated in any building, structure or other form of improvement on the Real Property. Neither Trans-West nor the Company sell and have not sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in any way.
(c) Trans-West and the Northgate Subsidiaries Company presently are and have been in material compliance withwith all Environmental Laws applicable to the Real Property or formerly owned, and are not in violation ofleased or operated locations or the Company Business, any and, to the knowledge of the Seller Parties, there exist no Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generatedConditions that require reporting, receivedinvestigation, handledassessment, usedcleanup, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, remediation or any municipal or other sewer or drain or drinking or water systems by Northgate or any type of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity response action pursuant to any Environmental Law or that could be the basis for any liability of any kind pursuant to any Environmental Law.
(d) Neither Trans-West nor the Company has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials at or upon the Real Property or formerly owned, leased or operated locations, except in compliance with all applicable Environmental Laws; (i) the Seller Parties have no knowledge of any Hazardous Materials Release or Threat of Hazardous Materials Release at or in the vicinity of the Real Property that requires or may require reporting, whether investigation, assessment, cleanup, remediation or not any other type of response action pursuant to any Environmental Law; and (ii) the Seller Parties have no knowledge of any Hazardous Materials Release or Threat of Hazardous Materials Release at or in the force vicinity of lawlocations formerly owned, relating leased or operated by Trans-West or the Company that requires or may require reporting, investigation, assessment, cleanup, remediation or any other type of response action by Trans-West or the Company pursuant to any Environmental Law.
(e) Neither Trans-West nor the Company has (i) entered into or been subject to any consent decree, compliance order or administrative order with respect to the business Real Property or assets formerly owned, leased or operated locations or any facilities or operations thereon; (ii) received notice under the citizen suit provisions of Northgate any Environmental Law; (iii) received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any Environmental Condition; or (iv) been subject to or, to the knowledge of any of the Northgate Subsidiaries;Seller Parties, threatened with any governmental or citizen enforcement action with respect to any Environmental Law.
(vf) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vii) Northgate and the Northgate Subsidiaries hold Environmental Approvals There currently are effective all Permits required under any Environmental Laws in connection with Law which are necessary for Trans-West’s or the operation Company’s activities and operations at the Real Property and for any past or ongoing alterations or improvements at the Real Property; (ii) any applications for renewal of such Permits have been submitted on a timely basis; and (iii) such Permits can be transferred without changes to their respective businesses terms or conditions.
(g) Trans-West and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries Company have made available to Primero the Purchaser copies of all material auditsdocuments, assessmentsrecords and information in its possession or control concerning Environmental Conditions, investigation reportsincluding, studieswithout limitation, planspreviously conducted environmental audits and documents regarding any disposal of Hazardous Materials at, regulatory correspondence upon or from the Real Property or formerly owned, leased or operated locations, spill control plans and similar information with respect to environmental, health, environmental agency reports and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawscorrespondence.
Appears in 1 contract
Sources: Stock and Membership Interest Purchase Agreement (Brookside Technology Holdings, Corp.)
Environmental. Except as disclosed set forth in Section 3.17 of the Northgate Seller Disclosure LetterSchedule:
(a) The Company has provided or made available to Purchaser all environmental audits, or environmental assessments and environmental investigation reports, in each case relating to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate Company or any of the Northgate Company’s Subsidiaries or Affiliates, or any real property currently or formerly owned, leased or occupied by any of the foregoing, to the extent such audit, assessments and reports are in the possession, custody or control of the Company or one of the Company’s Subsidiaries:.
(ib) Northgate To the Company’s Knowledge, the Company and the Northgate Company’s Subsidiaries have each complied in all material respects with and are and have been each in compliance within all materials respects with all applicable Environmental and Safety Requirements.
(c) To the Company’s Knowledge, the Company and are not in the Company’s Subsidiaries have each obtained and maintained all material Authorizations required pursuant to applicable Environmental and Safety Requirements for each of their respective operations and the occupation of each parcel of the Real Property. Section 3.17(c) of the Seller Disclosure Schedule contains a complete list of all such material Authorizations (“Environmental Authorizations”).
(d) Since January 1, 2015, neither the Company nor any of the Company’s Subsidiaries has received any written notice from any Governmental Entity or other Person regarding any actual or alleged violation of, or any Liabilities or potential Liabilities arising under, Environmental Laws;
(ii) Northgate and Safety Requirements relating to the Northgate Company or one of the Company’s Subsidiaries have operated their respective business at all times and have generatedwith respect to any parcel of the Real Property or any former properties or facilities of the Company or one of the Company’s Subsidiaries, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there other than for matters that have been no spillsremediated in accordance with Environmental and Safety Requirements, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could except as would not reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate Company or any of the Northgate Subsidiaries;
(v) neither Northgate nor Company’s Subsidiaries incurring material Liabilities under applicable Environmental and Safety Requirements. Without limiting the foregoing, to the Company’s Knowledge, no Hazardous Substances are present at, on or under any parcel of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence Real Property at concentrations in excess of any event which is required to be so reported by any those permitted under applicable Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsSafety Requirements, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it except as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could would not reasonably be expected to result in the Company or any of the Company’s Subsidiaries incurring material Liabilities under applicable Environmental and Safety Requirements.
(e) None of the Company and the Company’s Subsidiaries is subject to any effective, pending or unresolved Action or Order relating to Environmental and Safety Requirements, and no such Action or Order has been, to the Company’s Knowledge, threatened.
(f) To the Company’s Knowledge, none of the Company and the Company’s Subsidiaries has any unresolved Liability related to (i) its compliance or non-compliance with applicable Environmental and Safety Requirements or Authorizations or (ii) any property, including any parcel of the Real Property, contaminated with any Hazardous Substance.
(g) To the Company’s Knowledge, none of the Company and the Company’s Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, released or exposed any Person to any Hazardous Substance, or owned or operated any property or facility so as to give rise to any Liabilities under Environmental and Safety Requirements, including any Liability for investigative or remedial obligations, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, except in each such case where such Liability would not reasonably be expected to result in the Company or any of the Company’s Subsidiaries incurring material Liabilities under applicable Environmental Lawsand Safety Requirements.
(h) No underground storage tanks are located at any parcel of the Real Property.
(i) Except to the extent that such a Release would not and would not reasonably be expected to result in any Liability in excess of $100,000, to the Company’s Knowledge, there has been no Release of any Hazardous Substance at or from any parcel of the Real Property.
Appears in 1 contract
Environmental. Except as disclosed in the Northgate Disclosure LetterSchedule 6.1.20, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate (a) no Obligor or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate its Subsidiaries are and have been in compliance with, and are not in violation of, is subject to any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation civil or criminal proceeding relating to Requirements of Environmental Laws;
(iii) there have been no spills, releases, deposits Laws and is not aware of any investigation or discharges of pollutants threatened proceeding or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operationsinvestigation, which if adversely determined, could reasonably be expected to result in Liability under any have a Material Adverse Effect, (b) each Obligor and each of its Subsidiaries has all material Permits, registrations and other authorizations required by the Requirements of Environmental LawLaws for the operation of its business and the properties which it owns, that leases or otherwise occupies, except where the failure to have same could not been reportedreasonably be expected to have a Material Adverse Effect, mitigated (c) each Obligor and remedied each of its Subsidiaries currently operates its business and its Immovable Property Interests in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any all applicable Requirements of Environmental Laws, whether except where the failure to be in compliance could not reasonably be expected to have a Material Adverse Effect, (d) no Hazardous Materials are stored or not have the force disposed of law, relating to the business or assets of Northgate by any Obligor or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate its Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported or otherwise used by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate Obligor or any of the Northgate its Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment in material violation of any such applicable material Requirements of Environmental ApprovalsLaws (including, or without limitation, that there has been no Release of Hazardous Materials by any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate Obligor or any of its Subsidiaries at, on or under any Immovable Property Interests now or previously owned or, to the Northgate knowledge of the Borrower, leased by any Obligor or any of its Subsidiaries following the Effective Date;
in violation of any applicable material Requirements of Environmental Laws), (viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ixe) to the knowledge of Northgatethe Borrower (i) all underground storage tanks now or previously located on any Immovable Property Interests owned or leased by any Obligor or any of its Subsidiaries have been operated, none maintained and decommissioned or closed, as applicable, in material compliance with applicable Requirements of Northgate Environmental Law; and (ii) no immovable property or groundwater in, on or under any Immovable Property Interest now or previously owned or leased by any Obligor or any of its Subsidiaries is or has been during the Northgate Subsidiaries are subject such Obligor’s or such Subsidiary’s ownership or occupation of such property contaminated by any Hazardous Material, except for any contamination that could not reasonably be expected to any past or present fact, condition or circumstance give rise to material liability under Requirements of Environmental Laws that could reasonably be expected to result have a Material Adverse Effect nor, to the best of its knowledge, is any such property named in Liability any list of hazardous waste or contaminated sites maintained under any the Requirements of Environmental LawsLaw.
Appears in 1 contract
Sources: Loan Agreement (Telesat Corp)
Environmental. Except as disclosed (i) Each of Alio and the Alio Subsidiaries has carried on its operations in the Northgate Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;Alio.
(ii) Northgate and (A) the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that Alio Properties have not been reportedused to generate, mitigated and remedied 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;
; (ivB) no ordersnone of Alio and the Alio Subsidiaries has caused or permitted the Release of any Hazardous Substances at, notificationsin, directiveson, demandsunder or from any Alio Property, claimsexcept in compliance, instructionsindividually or in the aggregate, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any with all Environmental Laws, whether or except where the failure to be in such compliance would not have the force of lawa Material Adverse Effect on Alio; (C) all Hazardous Substances handled, relating to the business recycled, disposed of, treated or assets of Northgate stored on or any off site of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate Alio Properties have been handled, recycled, disposed of, treated and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws stored in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued material compliance with any all Environmental Laws, or any Environmental Approvals issued pursuant thereto, or except to the extent that any Environmental Approvals referred to above are about a failure to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
in such compliance would not have a Material Adverse Effect on Alio; and (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ixD) to the knowledge of NorthgateAlio, there are no Hazardous Substances at, in, on, under or migrating from any Alio Property, except in material compliance with all Environmental Laws.
(iii) To the knowledge of Alio, none of Northgate and Alio or the Northgate Alio Subsidiaries are has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (B) proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against Alio or any Alio Subsidiary. To the knowledge of Alio, no site or facility now or previously owned, operated or leased by Alio or any Alio Subsidiary is listed or, to the knowledge of Alio, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action.
(iv) None of Alio or the Alio Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any past of the Alio Properties in such a manner as: (A) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or present factdamage to other property, condition except to the extent that such Liability would not have a Material Adverse Effect on Alio; or circumstance that could (B) would be reasonably be expected likely to result in imposition of a lien, charge or other Encumbrance or the expropriation of any of the Alio Properties or the assets of Alio or the Alio Subsidiaries.
(v) None of Alio or the Alio Subsidiaries has received from any Person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.
Appears in 1 contract
Sources: Arrangement Agreement
Environmental. Except insofar as disclosed inaccuracies in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, following statements would not have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
Company: (i) Northgate The properties owned or leased by the Company or any Subsidiary and properties formerly owned or leased by the Northgate Subsidiaries Company or any Subsidiary for which the Company has contractual liability (the "Company Properties") are and have been in compliance within all material respects with all applicable federal, state and are not in violation of, any Environmental Laws;
local environmental and hazardous waste laws and regulations; (ii) Northgate no enforcement actions are pending or threatened against the Company or any Subsidiary and the Northgate Subsidiaries have operated their respective business at all times and have generated, no notice of potential liability or administrative or judicial proceedings (including notices regarding clean up of off-site third party hazardous waste sites) has been received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
; (iii) there have been no spillsdoes not now exist on the Company Properties, releasesand there has not occurred on, deposits from or discharges of pollutants under the Company Properties, a material disposal or hazardous release of, Hazardous Substances, Hazardous Wastes or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
Contaminants; (iv) the Company Properties contain no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
unregistered underground storage tanks; (v) neither Northgate the Company nor any Subsidiary nor any of the Northgate Subsidiaries their respective predecessors has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws contingent liability in connection with the operation release of any Hazardous Substances, Hazardous Wastes or Contaminants into the environment; (vi) all broadcast facilities operated by the Company or any Subsidiary are, and at all times prior hereto were, in compliance with all applicable rules and regulations relating to RF radiation produced by a broadcast station; and (vii) neither the Company or any Subsidiary nor any of their respective businesses and predecessors has (A) given any release or waiver of liability that would waive or impair any claim based on Hazardous Substances, Hazardous Wastes or Contaminants to any current or prior tenant or owner of any real property owned or leased at any time by either the ownership and use including rehabilitation Company or any Subsidiary or to any party who may be potentially responsible for the presence of Hazardous Substances, Hazardous Wastes or Contaminants on any such real property; or (B) made any promise of indemnification to any party regarding Hazardous Substances, Hazardous Wastes or Contaminants that may be located on any real property owned or leased at any time by either the Company or any Subsidiary or any of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any predecessors. Section 4.16 of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as Company Disclosure Memorandum contains a condition description of continued compliance with any Environmental Laws, environmental indemnities of which either the Company or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSubsidiary is a beneficiary.
Appears in 1 contract
Sources: Merger Agreement (Citicasters Inc)
Environmental. Except as disclosed in the Northgate Disclosure Letter(a) Keep any property owned, leased, or to the extent that operated by any violation Borrower Party or any Subsidiary of a Borrower Party free of any Environmental Liens or post bonds or other matter referred financial assurances (or create reserves in accordance with GAAP) sufficient to satisfy the obligations or liability evidenced by such Environmental Liens and provide to Agents documentation of such bonds and financial assurances which any Agent reasonably requests, (b) comply, and maintain any property owned, leased, or operated by any Borrower Party or any Subsidiary of a Borrower Party in this subsection does notcompliance, individually in all material respects, with all applicable Environmental Laws and Environmental Permits and provide to Agents documentation of such compliance which any Agent reasonably requests, (c) promptly implement any Remedial Actions or other actions required to come into compliance with applicable Environmental Laws and Environmental Permits with respect to any material violation of Environmental Laws or Environmental Permits or any activity involving the material use, presence, production, storage, handling, treatment, release, recycling, disposal or transportation of any Hazardous Material, (d) promptly implement any Remedial Actions or other actions required to come into compliance with applicable Environmental Laws and Environmental Permits as necessary and appropriate to maintain the value and marketability of any property or asset owned, leased, or operated by any Borrower Party or any Subsidiary of a Borrower Party, (e) promptly, but in the aggregateany event within 15 Business Days of occurrence or receipt thereof, have a Material Adverse Effect on Northgate or provide Agents with written notice of any of the Northgate Subsidiaries:
following and thereafter provide to Agents such documentation related thereto as any Agent may reasonably request: (i) Northgate and notice that an Environmental Lien (other than an Environmental Lien resulting in the Northgate Subsidiaries are and have need for no more than De Minimis Remedial Action) has been in compliance withfiled against or attached to any of the real or personal property of any Borrower Party, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed commencement or receipt of all contaminants, wastes, and hazardous and toxic substances without violation of any Environmental Laws;
(iii) there have been no spills, releases, deposits Action or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into notice that an Environmental Action will be commenced against any body of water, whether surface or otherwise, Borrower Party or any municipal or other sewer or drain or drinking or water systems by Northgate or any Subsidiary of the Northgate Subsidiaries or from Northgate’s assets or operations, which a Borrower Party that reasonably could reasonably be expected to result in Liability under Environmental Liabilities and Costs in excess of $200,000 for any individual Environmental Action or $1,000,000 in the aggregate for any group of related Environmental Actions or $3,000,000 in the aggregate for all Environmental Actions, (iii) violation of any applicable Environmental Law or Environmental Permit or release of any Hazardous Materials by any Borrower Party or any Subsidiary of a Borrower Party or at or from any property owned, leased or operated by any Borrower Party or any Subsidiary of a Borrower Party that reasonably could be expected to result in Environmental Liabilities and Costs in excess of $200,000 for any such individual violation or release or $1,000,000 in the aggregate for any group of related violations or releases or $3,000,000 in the aggregate for all violations or releases, and (iv) any actual or threatened cancellation or termination of, or failure to renew, any Environmental LawPermits materially necessary for the operation of the business of any Borrower Party or any Subsidiary of a Borrower Party or financial assurances required by any Borrower Party or any Subsidiary of a Borrower Party under applicable Environmental Laws, and (f) as reasonably requested by any Agent either once per year per property, or, if any Agent has a reasonable basis for concluding that have not been reporteda material violation of Environmental Law or a material release of Hazardous Materials has occurred or if a Default or Event of Default has occurred, mitigated and remedied in as often as directed by any Agent to verify compliance with Environmental Laws;
(iv) Laws and the requirements hereunder related to environmental matters, at the sole cost of Borrowers, cause the performance of environmental audits, including subsurface sampling of soil and groundwater and the preparation of environmental reports by environmental consulting firms reasonably acceptable to Agents, and, so long as no ordersDefault or Event of Default has occurred and is continuing, notificationsprovide Agents and their representatives with access to any records and properties owned, directivesleased, demands, claims, instructions, directions or notices have been issued and remain outstanding operated by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate Borrower Party or any Subsidiary of a Borrower Party for the Northgate Subsidiaries;
(v) neither Northgate nor purpose of conducting such environmental audits at the sole cost of Borrowers; provided, that no Agent shall have any of obligation whatsoever to conduct any such verification and that Agents shall comply with Applicable Law and the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence applicable safety and security procedures of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, Borrower Party or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions Subsidiary of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any a Borrower Party where such Environmental Approvals, or any review by, or approval of, any Governmental Entity Agent has been provided notice and a copy of such Environmental Approvals that are required in connection procedures and such Agent shall use reasonable efforts to limit any interference with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate any Borrower Party or any Subsidiary of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsa Borrower Party.
Appears in 1 contract
Sources: Loan Agreement (Foster Wheeler LTD)
Environmental. Matters Except as disclosed set forth in the Northgate Disclosure Letter, or Farmland SEC Documents filed prior to the extent that any violation or other matter referred to in this subsection does notdate hereof and with such exceptions as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on Northgate Farmland (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received by, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of Farmland or any of the Northgate its Subsidiaries:
, threatened by any Person against, Farmland or any of its Subsidiaries, and no penalty has been assessed against Farmland or any of its Subsidiaries, in each case, with respect to any matters relating to or arising out of any Environmental Law; (iii) Northgate Farmland and the Northgate its Subsidiaries are and have been in compliance with, and are not in violation of, any with all Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
; (iii) there have been are no spills, releases, deposits liabilities of Farmland or discharges any of pollutants its Subsidiaries relating to or hazardous or toxic substances, contaminants or wastes into the earth, air or into arising out of any body Environmental Law of waterany kind whatsoever, whether surface accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or any municipal or other sewer or drain or drinking or water systems by Northgate or any set of the Northgate Subsidiaries or from Northgate’s assets or operations, circumstances which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated such a liability; and remedied in compliance with Environmental Laws;
(iv) there has been no ordersenvironmental investigation, notificationsstudy, directivesaudit, demandstest, claims, instructions, directions review or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force other analysis conducted of law, relating which Farmland has knowledge in relation to the current or prior business or assets of Northgate Farmland or any of the Northgate Subsidiaries;
(v) neither Northgate nor its Subsidiaries or any property or facility now or previously owned, leased or operated by Farmland or any of the Northgate its Subsidiaries which has failed not been delivered to report CHSC at least five days prior to the proper Governmental Entity the occurrence date hereof. All liabilities of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor Farmland or any of the Northgate its Subsidiaries has received any notification from any Governmental Entity pursuant relating to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions arising out of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment Law of any such Environmental Approvalskind whatsoever have been adequately reserved for on the financial statements of Farmland, or any review byfor unconsolidated Subsidiaries, or approval of, any Governmental Entity on the financial statements of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSubsidiaries.
Appears in 1 contract
Environmental. Except To the best of their knowledge, all operations of eLandia have been conducted, and are now, in compliance with all Environmental Laws. eLandia is not aware of, nor is subject to:
(i) any proceeding, application, order or directive which relates to environmental health or safety matters, and which may require any Material work, repairs, construction or expenditures;
(ii) any demand or notice with respect to the breach of any Environmental Laws applicable to eLandia;
(iii) none of the real properties currently or, formerly owned, leased or used by eLandia, any predecessor of eLandia or over which any of them has or had charge, management or control (such property, the “eLandia Real Properties”): A. has never been used by any Person as disclosed in the Northgate Disclosure Lettera waste disposal site or as a licensed landfill, or B. has ever had asbestos, asbestos-containing minerals, PCBs, radioactive substances or aboveground or underground storage systems, active or abandoned, located on, at or under them;
(iv) no properties adjacent to any of the extent that any violation or other matter referred eLandia Real Property are contaminated where such contamination could, if it migrated to in this subsection does not, individually or in the aggregatean eLandia Real Property, have a Material Adverse Effect on Northgate that eLandia Real Property;
(v) eLandia has transported, removed or disposed of any waste to a location outside of Canada or of the U.S.;
(vi) there are no contaminants located in the ground or in groundwater under any of the Northgate SubsidiarieseLandia Real Properties;
(vii) eLandia has never been required by any governmental entity to: A. alter any of the eLandia Real Properties in a Material way in order to be in compliance with environmental laws or regulations, or B. perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, about, or in connection with any eLandia Real Property;
(viii) eLandia is not aware of, or is subject to: A. any proceeding, application, order or directive which relates to environmental health or safety matters, and which may require any work, repairs, construction or expenditures, or B. any demand or notice with respect to the breach of any environmental laws or regulations applicable to eLandia;
(ix) eLandia Technologies, Inc., a wholly owned subsidiary of eLandia, has obtained and owns the U.S. Virgin Islands License and the Bloomington License;
(x) eLandia has obtained all Material licenses which are required under applicable Environmental Laws in connection with the conduct of the business or operations of eLandia. Each of such licenses is in full force and effect and eLandia are in compliance in all Material respects with the terms and conditions of all such licenses and with any applicable Environmental Law. In addition:
(iA) Northgate No order has been issued, no environmental Claim has been filed, no penalty has been assessed and no investigation or review is pending or, to the Northgate Subsidiaries are and knowledge of eLandia, threatened by any governmental or regulatory authority with respect to any alleged failure by eLandia to have been any license required under applicable Environmental Laws in compliance withconnection with the conduct of their business or operations of eLandia or with respect to any generation, treatment, storage, recycling, transportation, discharge, disposal or release of any Hazardous Material generated by eLandia, and to the knowledge of eLandia, there are not no facts or circumstances in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operationsexistence, which could reasonably be expected to result in Liability form the basis for any such order, environmental Claim, penalty, investigation or review.
(B) eLandia does not own, operate or lease a treatment, storage or disposal facility requiring a permit under the U.S. Resource Conservation and Recovery Act, as amended, or under any Environmental comparable foreign Law; and, that have not without limiting the foregoing, (i) no polychlorinated biphenyl is or has been reportedpresent, mitigated (ii) no asbestos or asbestos-containing material is or has been present, (iii) there are no underground storage tanks or surface impoundments for Hazardous Materials, active or abandoned, and remedied in compliance with Environmental Laws;
(iv) no ordersHazardous Material has been released in a quantity reportable under, notificationsor in violation of, directivesany Environmental Law or otherwise released, demandsin the cases of clauses (i) through (iv), claimsat, instructionson or under any site or facility now or previously owned, directions operated or notices leased by eLandia.
(C) eLandia has not transported or arranged for the transportation of any Hazardous Material to any location that is (i) listed on the NPL under CERCLA, (ii) listed for possible inclusion on the NPL by the Environmental Protection Agency in CERCLIS or on any similar state or local list or (iii) the subject of enforcement actions by non-U.S. or U.S. federal, state or local governmental or regulatory authorities that may lead to environmental Claims against eLandia.
(D) No Hazardous Material generated by eLandia has been recycled, treated, stored, disposed of or released by eLandia at any location.
(E) No written notification of a release of a Hazardous Material has been filed by or on behalf of eLandia and no site or facility now or previously owned, operated or leased by eLandia is listed or proposed for listing on the NPL, CERCLIS or any similar state or local list of sites requiring investigation or clean-up.
(F) There have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Lawsno environmental investigations, whether or not have the force of lawstudies, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsaudits, all such Environmental Approvals are in full force and effecttests, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions reviews or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretoanalyses conducted by, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval possession of, eLandia in relation to any Governmental Entity of such Environmental Approvals that are required in connection with site or facility now or previously owned, operated or leased by eLandia which have not been delivered to Datec prior to the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.
Appears in 1 contract
Environmental. Except as disclosed (a) The Company and each Subsidiary have complied and are in compliance with, all Environmental Laws except where the Northgate Disclosure Letter, or failure to the extent that any violation or other matter referred to be in this subsection does not, individually or in the aggregate, such compliance would not have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:Effect.
(ib) Northgate and Neither the Northgate Subsidiaries are and have been in compliance withCompany nor any Subsidiary has any liability, and are not in violation ofknown or unknown, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generatedcontingent or absolute, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that nor is Company or any Subsidiary responsible for any such liability of any other person under any Environmental Law, whether by contract, by operation of law or otherwise, which would have not been reporteda Material Adverse Effect. There are no facts, mitigated and remedied circumstances, or conditions existing, initiated or occurring prior to the Closing Date, which have or will result in compliance with liability to the Company or any Subsidiary under Environmental Laws;Law, which would result in a Material Adverse Effect. There are no pending or to the Knowledge of the Company, threatened Environmental Claims.
(ivc) no ordersTo the extent required by applicable law, notifications, directives, demands, claims, instructions, directions or notices the Company and the Subsidiaries have been issued duly issued, and remain outstanding by any Governmental Entity pursuant maintain all Environmental Permits necessary to any Environmental Laws, whether or not have the force of law, relating to operate the business or assets Assets of Northgate or any Company as currently operated. A true and complete list of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals Permits, all of which are valid and in full force and effect, is set out in the Disclosure Schedule. The Company and neither Northgate nor any the Subsidiaries have timely filed applications for all Environmental Permits. All of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any workPermits listed on the Disclosure Schedule are transferable and none of the Environmental Permits require consent, undertakingnotification, study, report, assessment, repairs, constructions or other expenditures are required action to be made by it as remain in full force and effect following consummation of the transactions contemplated hereby.
(d) (i) The Company and its Subsidiaries do not use, have not used in the past, and have not installed, and to the Company’s Knowledge, no Person uses currently, has used in the past, or has installed, underground storage tanks for the management of Hazardous Substances at any Real Property, (ii) the Company and its Subsidiaries have not installed equipment containing polychlorinated biphenyls or improvements containing asbestos, and to the Company’s Knowledge, there is not equipment containing PCBs and no asbestos or toxic mold at any Real Property; (iii) the Company and its Subsidiaries have not used or constructed and to the Company’s Knowledge, there is not a condition dump or landfill at any Real Property; and (iv) the Company and its Subsidiaries have not Released, and to the Company’s Knowledge there has been no Release of continued Hazardous Materials at, on, under, or from the Real Property.
(e) The Company has Furnished to each Investor copies of all environmental assessments, reports, audits and other documents in its possession or under its control that relate to the Real Property, compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretoother real property that the Company or the Subsidiaries formerly owned, operated, or leased. To the Company’s Knowledge, any information the Company or the Subsidiaries has furnished to each Investor concerning the environmental conditions of the Real Property, prior uses of the Real Property, and the operations of the Company or the Subsidiaries related to compliance with Environmental Laws is accurate and complete.
(f) No Real Property, and no property to which Hazardous Materials originating on or from such properties or the businesses or Assets of the Company or any Subsidiary has been sent for treatment or disposal, is listed or proposed to be listed on the National Priorities List or CERCLIS or on any other governmental database or list of properties that may or do require Remediation under Environmental Laws. Neither the Company nor any of its Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Materials at any location such that it is or could be liable for Remediation of such location pursuant to Environmental Laws.
(g) To the Knowledge of the Company, no Encumbrance in favor of any person relating to or in connection with any Environmental Approvals referred Claim has been filed or has attached to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;the Real Property.
(viih) there are no changes in the statusNo authorization, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewalnotification, modificationrecording, revocationfiling, reassuranceconsent, alterationwaiting period, transfer, restriction or amendment of any such Environmental Approvals, or any review byRemediation, or approval of, any Governmental Entity of such Environmental Approvals that are is required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsLaw in order to consummate the transaction contemplated hereby.
Appears in 1 contract
Sources: Series a Stock Purchase Agreement (New Horizons Worldwide Inc)
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate SubsidiariesXS:
(i) Northgate each of XS and each of the Northgate XS Subsidiaries are is and have has been in compliance with, and are is not in violation of, any Environmental Laws;
(ii) Northgate and to the Northgate knowledge of XS, no facts, events or conditions relating to the operations or property of XS or the XS Subsidiaries have operated their respective business at all times and have generatedwill prevent, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of hinder or limit continued compliance with Environmental Laws, or give rise to any Claims against XS or any of the XS Subsidiaries or any remediation obligations or liabilities;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity or other Person pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the operations, business or assets of Northgate XS or any of the Northgate XS Subsidiaries;
(viv) neither Northgate nor any each of XS and each of the Northgate XS Subsidiaries has failed to report reported to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(viv) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries XS has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero Purchaser all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and, in the possession of XS or the XS Subsidiaries;
(ixvi) to the knowledge of Northgate, none of Northgate and XS or any of the Northgate XS Subsidiaries are is subject to any past or present fact, condition or circumstance (including any threatened Claim) that could reasonably be expected to result in Liability under any Environmental Laws;
(vii) to the best knowledge of XS, XS and each of the XS Subsidiaries have obtained all Environmental Approvals necessary as at the date hereof for the operation of the business carried on by XS and the XS Subsidiaries, and each Environmental Approval is valid, subsisting and in good standing in all material respects and neither XS nor the XS Subsidiaries is in default or breach of any Environmental Approval in any respect and no proceeding is outstanding or, to the knowledge of XS, has been threatened or is pending to revoke or limit any Environmental Approval;
(viii) neither XS nor any of the XS Subsidiaries have agreed by contract or other agreement to indemnify or be responsible for any liabilities or obligations under Environmental Laws;
(ix) neither XS nor any of the XS Subsidiaries have used, except in material compliance in all respects with all Environmental Laws, any property or facility which it owns, controls, manages, operates or leases or previously owned, controlled, operated, managed or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance and, to the knowledge of XS, there have been no material releases of Hazardous Substances at any property or facility which it owns, controls, manages, operates or leases or previously owned, controlled, operated, managed or leased; and
(x) there are no ongoing, or to the knowledge of XS, planned environmental investigations, remediations or other Hazardous Substance response actions at or relating to, any property or facility which it owns, controls, manages, operates or leases or previously owned, controlled, operated, managed or leased.
Appears in 1 contract
Sources: Arrangement Agreement
Environmental. Except as disclosed set forth in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate SubsidiariesEnvironmental Schedule:
(ia) Northgate The Company and the Northgate its Subsidiaries are and have been in material compliance with, and are not in violation of, any with all applicable Environmental Laws;
(iib) Northgate The Company and the Northgate its Subsidiaries have obtained and are in compliance in all material respects with all necessary Permits that are required under Environmental Laws to operate the Real Property and business of the Company and its Subsidiaries as operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Lawson the Closing Date;
(iiic) there have There has been no spills, releases, deposits Release of Hazardous Substances at any of the Real Property owned or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into operated by the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate Company or any of its Subsidiaries or, to the Northgate Company’s Knowledge, by a predecessor in interest, or to the Company’s Knowledge, at any disposal or treatment facility which received Hazardous Substances generated by the Company or its Subsidiaries or from Northgate’s assets or operationsany predecessor in interest, which could which, in each case, would reasonably be expected to result in Liability under any material Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental LawsLiabilities;
(ivd) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any No Environmental Laws, whether or not have Claims are pending against the force of law, relating to the business or assets of Northgate Company or any of its Subsidiaries or, to the Northgate Company’s Knowledge, against any predecessor in interest, nor to the Company's Knowledge, has any notice of any threatened or pending Environmental Claim against the Company, any of its Subsidiaries or any of their respective predecessors in interest been received by the Company or any of its Subsidiaries;
(ve) neither Northgate nor To the Company’s Knowledge, no Environmental Claims are pending against any of facilities that received Hazardous Substances generated by the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate Company or any of its Subsidiaries or, to the Northgate Subsidiaries or Company’s Knowledge facilities that received Hazardous Substances generated by any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required predecessor in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;interest; and
(viiif) Northgate and the Northgate Subsidiaries have The Company has made available to Primero Buyer true and complete copies of all material audits, assessments, investigation environmental reports, studies, plansinvestigations or material correspondence regarding any material Environmental Liabilities relating to the Company or its Subsidiaries or Recognized Environmental Conditions, regulatory correspondence as that term is defined by ASTM E 1527 97, at any of the Real 10386168.17 Property, to the extent the foregoing are in the possession, custody or reasonable control of the Company or its Subsidiaries.
(g) To the Company’s Knowledge, it is in compliance with all federal and similar information with respect state safety Laws, including but not limited to environmental, healthOSHA, and safety matters; andhas had no exceedances of OSHA’s permissible exposure limits for TCE.
(ixh) to The representations and warranties contained in this Section 4.16 constitute the knowledge sole and exclusive representations and warranties of Northgate, none of Northgate and the Northgate Subsidiaries are subject to Company in connection with any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsenvironmental matters.
Appears in 1 contract
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(ia) Northgate Norbakco has been and the Northgate Subsidiaries are and have been is in compliance with, and are not in violation of, any Environmental Lawsall materials respects with all applicable Hazardous Substances;
(iib) Northgate Norbakco has obtained all Environmental Permits required for the operation of the Norbakco Business. Each Environmental Permit is valid, subsisting and the Northgate Subsidiaries have operated their respective business at all times in good standing and have generatedNorbakco is not in default or breach in any material respect of any Environmental Permit and no proceeding is pending, receivedor threatened, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of to revoke or limit any Environmental LawsPermit;
(iiic) there have been no spillsNorbakco has not used or permitted to be used, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied except in compliance with all Environmental Laws, the Norbakco Leased Property or facilities or any property or facility that it previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;
(ivd) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries Norbakco has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has never received any notification from any Governmental Entity pursuant to any Environmental Laws that any worknotice of, undertakingnor been prosecuted for an offence alleging, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued non-compliance with any Environmental Laws, and neither the Vendors nor Norbakco has settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Norbakco Business or any Environmental Approvals issued pursuant theretoproperty of Norbakco, or that nor has Norbakco received notice of any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminatedof the same;
(viie) To the best of the Vendors' knowledge, there are no pending or proposed changes to Environmental Laws that would render illegal or restrict the manufacture or sale any product manufactured or sold or service provided by Norbakco;
(f) Norbakco has not caused or permitted, nor does it have any knowledge of, the release, in the statusany manner whatsoever, terms or conditions of any Environmental Approvals held by Northgate Hazardous Substance on or from any of its properties (including the Norbakco Leased Property) or assets or any of the Northgate Subsidiaries property or any renewal, modification, revocation, reassurance, alteration, transfer, restriction facility that it previously owned or amendment of any such Environmental Approvalsleased, or any review by, such release on or approval from a facility owned or operated by third parties but with respect to which Norbakco is or may reasonably be alleged to have liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by Norbakco or resulting from the Norbakco Business have been disposed of, any Governmental Entity of such treated and stored in compliance with all Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective DateLaws;
(viiig) Northgate and the Northgate Subsidiaries have made available to Primero all material auditsNorbakco has not received any notice that it is potentially responsible for a federal, assessmentsprovincial, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past municipal or present fact, condition local clean-up site or circumstance that could reasonably be expected to result in Liability corrective action under any Environmental Laws. Norbakco has not received any request for information in connection with any federal, provincial, municipal or local inquiries as to disposal sites.
Appears in 1 contract
Sources: Share Purchase Agreement (International Menu Solutions Corp)
Environmental. (a) Except as disclosed in set forth on Section 3.24 of the Northgate Company Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate each of the Company Entities and the Northgate Subsidiaries are and have been in compliance withconduct of their businesses are, and are not for the previous three (3) years have been, in violation of, any material compliance with all Environmental Laws;
(ii) Northgate and no Company Entity has received any unresolved written notice within the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed past three (3) years from any Governmental Entity or any other Person alleging that any Company Entity is not in compliance with any Environmental Law or is responsible for a Release of all contaminants, wastesHazardous Substance, and hazardous there is no Action currently pending and toxic substances without violation served, or to the Knowledge of the Company, threatened by any Governmental Entity or any other Person against the Company asserting that any Company Entity has liability for a Release of Hazardous Substance or noncompliance with Environmental Laws;
(iii) there the Company Entities have been no spills, releases, deposits or discharges and maintain all material Permits required under Environmental Laws for the operation of pollutants or hazardous or toxic substances, contaminants or wastes into their businesses and have to the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected extent necessary timely submitted all applications to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Lawsrenew such Permits;
(iv) no orders, notifications, directives, demands, claims, instructions, directions Company Entity has caused or notices have been issued and remain outstanding permitted a Release of Hazardous Substance that requires material remedial action by any Governmental Entity pursuant to any the Company under Environmental Laws, whether or not have the force has expressly assumed or agreed to assume any material obligation to investigate, remediate, ▇▇▇▇▇ or otherwise respond to such a Release of law, relating to the business or assets of Northgate or any of the Northgate SubsidiariesHazardous Substance;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence no Release of any event which Hazardous Substance has occurred on, at, under, or is required to be so reported affecting any Real Property or any prior location used by any Company Entity, in each case which requires remedial action for which the Company would reasonably be expected to have any material liability under Environmental Laws;
(vi) Northgate and no Company Entity has disposed of Hazardous Substance at any location listed or proposed for listing on the Northgate Subsidiaries hold Environmental Approvals National Priorities List or similar federal, state or local governmental list of locations for which the investigation, remediation or abatement of a Release of Hazardous Substance is required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred which is reasonably expected to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;result in material liability of the Company; and
(vii) there are no changes other than contracts entered in the statusordinary course of business, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewalno Company Entity has expressly assumed, modificationundertaken, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information provided an indemnity with respect to environmental, health, and safety matters; andany material Liability of any other Person arising under Environmental Laws with respect to the remediation of a known Release of Hazardous Substance.
(ixb) Except as set forth on Section 3.24(b) of the Company Disclosure Letter, all material environmental assessments, audits, reports materially bearing on environmental conditions at the current or former facilities, properties, or operations of the Company Entities that were prepared for any Company Entity have been provided to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsBuyer.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Enpro Industries, Inc)
Environmental. Except (a) In the event that any Credit Party obtains, gives or receives notice of any Release or threat of Release of any Hazardous Materials on its property at concentrations exceeding those allowed by Environmental Laws or that need to be reported to a Governmental Authority (any such event being hereinafter referred to as disclosed in the Northgate Disclosure Lettera "Hazardous Discharge") or receives any notice of a violation, request for information or notification that it is potentially responsible for Environmental Liabilities and Costs, demand letter or complaint, order, citation, or other written notice with regard to the extent that any Hazardous Discharge or violation of any Environmental Laws affecting its property or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or its interest therein (any of the Northgate Subsidiaries:foregoing is referred to herein as an "Environmental Complaint") from any Governmental Authority or Person, then that Credit Party shall, within five Business Days, give written notice of same to the Agents and the Lenders detailing facts and circumstances of which any Credit Party is aware giving rise to the Hazardous Discharge or Environmental Complaint and periodically inform the Agents and the Lenders of the status of the matter. Such information is to be provided to allow the Lenders to protect their security interest in the Collateral and is not intended to create nor shall it create any obligation upon the Agents or the Lenders with respect thereto.
(ib) Northgate Each Credit Party shall respond promptly to any Hazardous Discharge or Environmental Complaint and take all necessary action in order to comply in all material respects with the Northgate Subsidiaries are Environmental Laws and have been in compliance with, safeguard the health and are not in violation of, safety of any Person and to avoid subjecting the Collateral to any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Lien. If any Credit Party shall fail to respond promptly to any Hazardous Discharge or Environmental Laws;
(iii) there have been no spills, releases, deposits Complaint or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into shall fail to comply in any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or material respect with any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to requirements of any Environmental Laws, the Collateral Agent may, but without the obligation to do so, for the sole purpose of protecting the Lenders' interest in the Collateral: (A) give such notices or (B) enter onto the Credit Party's property (or authorize third parties to enter onto such property) and take such actions as the Collateral Agent (or such third parties as directed by the Collateral Agent) deems reasonably necessary or advisable, to clean up, remove, mitigate or otherwise deal with any such Hazardous Discharge or Environmental Complaint. All costs and expenses incurred by the Collateral Agent or the Lenders (or third parties directed by the Collateral Agent) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest thereon from the date expended at the Post-Default Rate shall be paid upon demand by the Borrowers, and until paid shall be added to and become a part of the Obligations secured by the Liens created by the Loan Documents.
(c) The Borrowers agree to defend and indemnify the Agents and the Lenders and hold the Agents and the Lenders harmless from and against all loss, liability, damage and expense, claims, costs, fines, penalties, including reasonable attorney's and consulting fees, and any Environmental Liabilities and Costs suffered or incurred by an Agent or a Lender under or on account of any Environmental Laws, including the assertion of any Environmental Lien, with respect to any Hazardous Discharge, the presence of any Hazardous Materials affecting any Credit Party's property, whether or not have the force same originates or emerges from any Credit Party's property or any contiguous real estate, including any loss of law, relating value of the Collateral as a result of the foregoing except to the business extent such loss, liability, damage and expense is caused by any Hazardous Discharge resulting from the gross negligence or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence willful misconduct of any event which is required to be so reported by Lender or Agent. The Credit Parties' obligations under this Section 6.1.165(c) shall arise whether or not any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under Governmental Authority has taken or threatened any Environmental Laws action in connection with the operation presence of their respective businesses any Hazardous Materials. The Borrowers' obligation and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of indemnification hereunder shall survive the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery termination of this Agreement.
(d) For purposes of this Section 6.1.15, all references to the consummation property of a Credit Party shall be deemed to include all of the transactions contemplated herein or the continuation Credit Party's right, title and interest in and to all of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsits owned and/or leased premises.
Appears in 1 contract
Environmental. Except as disclosed (a) Continental and each of its Subsidiaries is in the Northgate Disclosure Lettercompliance with applicable Environmental Law in all material respects.
(b) In connection with Environmental Activities, there is no notice of infraction, action, suit or proceeding against or in any other manner relating adversely to, or to the extent that any violation knowledge of Continental, pending or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate threatened against Continental or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate its Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any respect of the Northgate Exploration Rights Areas operated by Continental's Subsidiaries in any court or from Northgate’s assets before any arbitrator of any kind or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions before or notices have been issued and remain outstanding by any Governmental Entity pursuant to Entity.
(c) All Environmental Permits which are necessary under any applicable Environmental Laws, whether or not have Law for the force of law, relating to the business or assets of Northgate or any operation by Continental's Subsidiaries of the Northgate Subsidiaries;
Exploration Rights Areas operated by them (vas such Exploration Rights Areas are operated by Continental's Subsidiaries as at the date of this Agreement) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate have been duly obtained and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, are not subject to further Environmental Permits or appeal or, to the knowledge of Continental, pending, threatened legal or administrative proceedings, and neither Northgate nor there are, to the knowledge of Continental, no proposals to amend, revoke or replace such Environmental Permits.
(d) None of Continental or its Subsidiaries has or is, and, to the knowledge of Continental, no past or present lessee, owner, occupant, or licensee or other Person other than Continental or a Subsidiary of Continental has or is, engaged in any Environmental Activity at, upon, under, over, within or with respect to the Exploration Rights Areas operated by Continental's Subsidiaries in violation of any applicable Environmental Law which could lead to the imposition of liability on, or a remediation order against, Continental or a Subsidiary of Continental.
(e) No activities or operations of Continental or its Subsidiaries are or have been subject to any judicial, administrative or other proceedings alleging a violation of any applicable Environmental Law.
(f) No activities or operations of Continental or its Subsidiaries in respect of the Northgate Exploration Rights Areas operated by Continental's Subsidiaries has received any notification are the subject of investigation or written notice from any Governmental Entity pursuant requiring material remedial action to respond to a Release of any Contaminant.
(g) Neither Continental nor any of its Subsidiaries has been or is involved in any operations or Environmental Laws that Activity in violation of any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required applicable Environmental Law which activities would lead to be made by it as a condition the imposition of continued compliance with any Environmental Lawsliability on, or any Environmental Approvals issued pursuant theretoa remediation order against, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate Continental or any of the Northgate its Subsidiaries.
(h) Neither Continental nor any of its Subsidiaries has filed any written notice or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment report of any such Environmental Approvals, or any review by, or approval of, a Release of a Contaminant with any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation respect of the transactions contemplated herein Exploration Rights Areas operated by Continental or the continuation any part thereof.
(i) No order, instruction or direction of the business and operations of Northgate any Governmental Entity has been issued which required Continental or any of its Subsidiaries to carry out any material environmental remediation of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability Exploration Rights Areas operated by Continental under any applicable Environmental LawsLaw.
Appears in 1 contract
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in (a) In this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiarieswarranty 6:
(i) Northgate and Dangerous Substance means any natural or artificial substance likely to cause significant damage to the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;environment; and
(ii) Northgate Environmental Licence means any permit, licence, authorisation, consent or other approval required under or in relation to any Environmental Law.
(b) The Seller has all Environmental Licences necessary to own and operate the Project Assets in the state they exist as at the Execution Date and the Northgate Subsidiaries Seller has not received written notice that it is materially in default under any such licence and, so far as the Seller is aware, there are no circumstances likely to give rise to such material default.
(c) As at the Execution Date, the Seller has not received any notice that it is in violation of any Environmental Law where such violation would have operated their respective business a material adverse effect on the Project, the Sale Interest or the Tenements.
(d) As at all times and the Execution Date, the Seller has not received any notices, orders or directions issued by any Government Authority under any Environmental Law in respect of the Tenements or the Petroleum Pipeline Licences that have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastesnot been completely satisfied, and hazardous so far as the Seller is aware no such notice, order or direction is pending or has been threatened by any Government Authority and toxic substances without violation the Seller is not aware of Environmental Laws;
(iii) there have been no spills, releases, deposits any circumstance that would cause or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could might reasonably be expected to result in Liability under any Environmental Lawcause, that have not been reportedor contribute to, mitigated and remedied in compliance with Environmental Laws;the issue of such a notice, order or direction. Schedule 2 | page | 69
(ive) So far as the Seller is aware, as at the Execution Date, there are no orders, notifications, directives, demands, claims, instructions, directions proceedings taken by any Government Authority in respect of the Tenements or notices the Petroleum Pipeline Licences and no such proceedings are pending or have been issued and remain outstanding threatened by any Governmental Entity pursuant to any Environmental LawsGovernment Authority in writing, whether or and the Seller is not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence aware of any event which is required to be so reported investigations being carried out or proposed by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under Government Agency in respect of any Environmental Laws in connection with the operation breach or alleged breach of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued non-compliance with any Environmental Laws, Law relevant to the Tenements 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;the Petroleum Pipeline Licences by the Seller.
(viif) there are no changes As at the Execution Date, the Seller is not engaged in any litigation, arbitration or administrative proceeding concerning Environmental Law or Dangerous Substances which is in progress and which is material in relation to the statusProject Assets or the Sale Interest nor, terms or conditions of any Environmental Approvals held by Northgate or any of as far as the Northgate Subsidiaries or any renewalSeller is aware, modification, revocation, reassurance, alteration, transfer, restriction or amendment of have any such Environmental Approvals, proceeding been threatened in writing by or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with against the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSeller.
Appears in 1 contract
Sources: Asset Sale and Share Subscription Agreement (Albemarle Corp)
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does for such matters which would not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate SubsidiariesEffect:
(i) Northgate and Neither Tristar nor any Tristar Subsidiary has caused or, to the Northgate Subsidiaries are and have been in compliance withKnowledge of Tristar, and are not in violation ofpermitted the release or disposal of Hazardous Materials onto, at or near any Environmental Laws;property owned or operated by Tristar or any Tristar Subsidiary.
(ii) Northgate and To the Northgate Subsidiaries have operated their respective business at all times and have generatedKnowledge of Tristar, receivedneither Tristar nor any Tristar Subsidiary has caused or allowed the generation, handleduse, usedtreatment, stored, treated, shipped and disposed storage or disposal of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;Hazardous
(iii) there To the Knowledge of Tristar, Tristar and the Tristar Subsidiaries have been obtained and are in substantial compliance with all Environmental Permits required with respect to the business or other operations conducted by Tristar or any Tristar Subsidiary.
(iv) To the Knowledge of Tristar, Tristar and the Tristar Subsidiaries have filed all reports required by Environmental Laws.
(v) Tristar and the Tristar Subsidiaries have provided Eurostar access to all environmental audits or assessments prepared by or for, or received by, Tristar or any Tristar Subsidiary with respect to any business or other operations conducted by Tristar or any Tristar Subsidiary.
(vi) Tristar has no spillsKnowledge of any facts, releasesconditions or circumstances that could cause Tristar or any Tristar Subsidiary to incur any loss, deposits liability, damage, costs or discharges expenses, with respect to any individual event, in excess of pollutants $50,000, or hazardous in the aggregate in excess of $250,000, for (A) violations of Environmental Laws, (B) failure to obtain an Environmental Permit, (C) response or toxic substancesremedial costs under any Environmental Law or (D) personal injury or property damage resulting from exposure to or releases of Hazardous Materials.
(vii) Neither Tristar nor any Tristar Subsidiary has received any inquiry or notice, contaminants nor does Tristar have any reason to suspect or wastes into the earthbelieve any of them will receive any inquiry or notice, air of any actual or into potential proceeding, claim, lawsuit or loss that arises under or relates to any body of waterEnvironmental Law.
(viii) Neither Tristar nor any Tristar Subsidiary is currently operating or required to be operating under any compliance order, whether surface schedule, decree or otherwiseagreement, any consent decree, order or agreement, or any municipal corrective action decree, order or other sewer agreement issued or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability entered into under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and.
(ix) No underground storage tanks are present on the properties owned or operated by either Tristar or any Tristar Subsidiary and, to the knowledge Knowledge of NorthgateTristar, none of Northgate and the Northgate Subsidiaries are subject to any past underground storage tanks previously removed from any properties owned or present fact, condition operated by either Tristar or circumstance that could reasonably be expected to result any Tristar Subsidiary were removed in Liability under any accordance with applicable Environmental Laws.
(x) To the Knowledge of Tristar, all prior operations conducted by Tristar or any Tristar Subsidiary have been conducted in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations established under applicable Environmental Laws.
Appears in 1 contract
Sources: Merger Agreement (Tristar Corp)
Environmental. Except There have not occurred any material spills, emissions or pollution on any property of Trans-Orient or any of the Trans-Orient Subsidiaries or as disclosed in a result of its operations, nor has Trans-Orient or any of the Northgate Disclosure LetterTrans-Orient Subsidiaries been subject to any stop orders, control orders, clean-up orders or to the extent that reclamation orders under applicable Environmental Laws, any violation or other matter referred to in this subsection does not, of which would individually or in the aggregate, aggregate have a Material Adverse Effect on Northgate Trans-Orient. All operations of Trans-Orient and the Trans- Orient Subsidiaries have been and are now being conducted in compliance with all applicable Environmental Laws, except where the failure to be in compliance would not individually or in the aggregate have a Material Adverse Effect on Trans-Orient. Neither Trans-Orient nor any of or the Northgate SubsidiariesTrans-Orient Subsidiaries is aware of, or is subject to:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance withany proceeding, application, order or directive which relates to environmental, health or safety matters, and are not in violation ofwhich may require any material work, any Environmental Laws;repairs, construction, or expenditures; or
(ii) Northgate and any demand or notice with respect to the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed breach of all contaminants, wastes, and hazardous and toxic substances without violation of any Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate Laws applicable to Trans-Orient or any of the Northgate Subsidiaries Trans-Orient Subsidiaries, including any regulations respecting the use, storage, treatment, transportation, or from Northgate’s assets or operationsdisposition of any Hazardous Substances, which could would reasonably be expected to result have a Material Adverse Effect on Trans-Orient. In the ordinary course of its business, Trans-Orient periodically reviews the effect of Environmental Laws on various business, operations and properties of Trans-Orient and the Trans-Orient Subsidiaries, in Liability under the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any Environmental Lawcapital or operating expenditures required for clean-up, that have not been reported, mitigated and remedied in closure of properties or compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretopermit, license or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval ofapproval, any Governmental Entity related constraints on operating activities and any potential liabilities to third parties). On the basis of such Environmental Approvals review, Trans-Orient has reasonably concluded that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business such associated costs and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to liabilities would not result in Liability under any Environmental Lawsa Material Adverse Change.
Appears in 1 contract
Sources: Arrangement Agreement (Trans-Orient Petroleum Ltd.)
Environmental. Except insofar as disclosed inaccuracies in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, following statements would not have a Material Adverse Effect on Northgate WikiLoan (and with respect to properties formerly owned or any leased by WikiLoan, only with respect to such period of the Northgate Subsidiaries:
ownership or lease): (i) Northgate the properties owned or leased by WikiLoan and properties formerly owned or leased by WikiLoan for which WikiLoan has contractual liability (the Northgate Subsidiaries “WikiLoan Properties”) are and have been or were, as the case may be, in compliance with, and are not in violation of, any all material respects with all Environmental Laws;
; (ii) Northgate no enforcement actions are pending or, to WikiLoan's knowledge, threatened against WikiLoan and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed no notice of all contaminants, wastes, and potential liability or administrative or judicial proceedings (including notices regarding clean up of off-site third party hazardous and toxic substances without violation of Environmental Laws;
waste sites) has been received by WikiLoan; (iii) there have been no spillsdoes not now exist on any WikiLoan Properties currently owned or leased by WikiLoan, releasesand there has not occurred on, deposits from or discharges under WikiLoan Properties, a material disposal or Release of pollutants or hazardous or toxic substancesHazardous Materials, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) WikiLoan Properties contain no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
unregistered underground storage tanks; (v) neither Northgate nor WikiLoan nor, to WikiLoan's knowledge, any of the Northgate Subsidiaries their respective predecessors has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws contingent liability in connection with the operation release of any Hazardous Materials into the environment; and (vi) WikiLoan nor, to WikiLoan's knowledge, any of their respective businesses and predecessors has (A) given any release or waiver of liability that would waive or impair any claim based on Hazardous Materials to any current or prior tenant or owner of any real property owned or leased at any time by WikiLoan or to any party who may be potentially responsible for the ownership and use including rehabilitation presence of Hazardous Materials on any such real property; or (B) made any promise of indemnification to any party regarding Hazardous Materials that may be located on any real property owned or leased at any time by WikiLoan or, to WikiLoan's knowledge, any of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any predecessors. The WikiLoan Disclosure Schedule contains a description of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as environmental indemnities of which either WikiLoan is a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsbeneficiary.
Appears in 1 contract
Sources: Merger Agreement (Wikiloan Inc.)
Environmental. Except as disclosed set forth in the Northgate Disclosure LetterSCHEDULE 4.15, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any knowledge of the Northgate SubsidiariesCompany, Velo▇ ▇▇▇ Derbyshire:
(ia) Northgate The operations, properties and assets of the Northgate Company and its Subsidiaries are and have been complied in all material respects with the requirements of all applicable federal, state, local and foreign environmental, health and safety statutes, regulations, Orders, common law and other requirements having the force and effect of Law relating to public or workplace health and safety or pollution and protection of the environment (including, without limitation, those relating to the Release of contaminants into the environment) (collectively, "Environmental Laws");
(b) The operations, properties and assets of the Company and its Subsidiaries are not the subject of any notice of any federal, state, local or foreign investigation evaluating whether any remedial action is needed to respond to a Release or threatened Release of any Contaminant into the environment;
(c) Each of the Company and its Subsidiaries possesses, is in compliance in all material respects with, and has complied in all material respects with, all Permits required for the conduct of the Company's and its Subsidiaries' businesses under Environmental Laws. All such Permits are not presently in violation offull force and effect;
(d) Neither the Company nor any of its Subsidiaries has generated, stored, transported, recycled, treated, disposed of or otherwise handled in any way any Contaminants for itself or for any other Person, nor has any other Person at any time stored, transported, recycled, treated, disposed of or otherwise handled in any way any Contaminants on any property owned or leased by the Company or any of its Subsidiaries at any time, except in material compliance with all Environmental Laws;
(iie) Northgate and There are no locations where any Contaminants from the Northgate Subsidiaries operation of the Company's or any of its Subsidiaries' businesses have operated their respective business at all times and have generated, received, handled, used, been stored, treated, shipped and recycled or disposed of of, except in material compliance with all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iiif) there have been There are no spillsContaminants located on, releaseswithin or under any land, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal buildings or other sewer improvements owned or drain or drinking or water systems leased by Northgate the Company or any of its Subsidiaries at any time, including any surface and subsurface waters on or under any real property owned or leased by the Northgate Company or any of its Subsidiaries at any time;
(g) There is no ongoing or threatened Release, and there has been no past Release, of Contaminants into the environment from the operation of the Company or any of its Subsidiaries or from Northgate’s assets any facility at which any Contaminants generated by the Company or operationsany of its Subsidiaries have been stored, which could reasonably be expected to result in Liability under any Environmental Lawtreated, that have not been reported, mitigated and remedied in compliance with Environmental Lawsrecycled or disposed of;
(ivh) There are no ordersPCB's nor any asbestos located on or within any land, notifications, directives, demands, claims, instructions, directions building or notices have been issued and remain outstanding other improvement owned or leased by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate Company or any of the Northgate its Subsidiaries;
(vi) neither Northgate Neither the Company nor any of the Northgate its Subsidiaries has failed to report to the proper Governmental Entity the occurrence of is under any event which is required to be so reported current obligation imposed by any Environmental LawsGovernmental Authority to make any expenditure to achieve or maintain compliance with any environmental requirement;
(vij) Northgate and None of Velo▇, ▇▇rbyshire or the Northgate Subsidiaries hold Environmental Approvals required under Company has received oral or written notice from any Environmental Laws in connection with Person, including any employee, that such Person may have impaired health, or that the environment may have been damaged, as the result of the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any business of the Northgate Company and its Subsidiaries has received or the Release of Contaminants from or on any notification from any Governmental Entity pursuant to any Environmental Laws that any workland, undertaking, study, report, assessment, repairs, constructions building or other expenditures are required to be made improvement owned or leased by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate Company or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety mattersits Subsidiaries; and
(ixk) No underground storage tanks are or have ever been located on any properties owned or leased by the Company or any of its Subsidiaries. For purposes of this Section 4.15, references to the knowledge Company shall be deemed to include any Affiliate and predecessor thereof and any such contractor of Northgate, none the Company for whose conduct or omission the Company or any of Northgate and the Northgate its Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably may be expected to result in Liability under any Environmental Lawsheld liable.
Appears in 1 contract
Environmental. Except as disclosed (i) Keep any property either owned or operated by it or any of its Subsidiaries free of any Environmental Liens; (ii) comply, and cause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Northgate Disclosure LetterCollateral Agent any documentation of such compliance which the Collateral Agent may reasonably request, or except to the extent that such compliance is subject to a Good Faith Belief of Stay; (iii) provide the Agents written notice within ten (10) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property owned or operated by it or any of its Subsidiaries and take any Remedial Actions required under Environmental Laws; (iv) promptly, and in any event before any Governmental Authority exercises its statutory right to file an Environmental Lien, pay or reimburse any monetary obligations, losses, liabilities, damages or costs and expenses incurred by any Governmental Authority as a result of any Remedial Action performed at the properties (including, without limitation, the Principal Properties) operated by any Loan Party; (v) provide the Collateral Agent prompt written notice if the Loan Parties will exceed by ten percent (10%) any of the annual or aggregate Environmental Liabilities and Costs for each of the "Operating Facilities" set forth on Part B of Schedule 7.01(r); (vi) provide the Collateral Agent prompt written notice if the Loan Parties will exceed by ten percent (10%) any of the annual or aggregate Environmental Liabilities and Costs for all of "Non-Operating Facilities and Superfund Sites" as set forth on Part B of Schedule 7.01(r); (vii) provide the Agents with written notice within ten (10) days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of any Loan Party or any of its Subsidiaries; (B) commencement of any Environmental Action (other than notices of violation or citations that are provided for in (C)) or notice that an Environmental Action (other matter referred than notices of violation or citations that are provided for in (C)) will be filed against any Loan Party or any of its Subsidiaries; (C) notice of a violation, citation or other administrative order which could cause any of the Loan Parties to in this subsection does not, incur more than $500,000 individually or $3,000,000 in the aggregate; and (D) written or oral notification that a Governmental Authority has incurred over $100,000 in monetary obligations, have losses, liabilities, damages or costs and expenses as a Material Adverse Effect on Northgate result of any Remedial Action performed at any properties (including, without limitation, the Principal Properties) operated by the Loan Parties; (viii) defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the Handling, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any property at any time owned or operated by any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the Northgate Subsidiaries:presence, Handling, or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the presence, Handling, or Release of such Hazardous Materials, (D) any violation of any Environmental Law and/or (E) any Environmental Action filed against any Agent or any Lender; (ix) maintain and preserve all Environmental Permits necessary to operate, use or occupy each of the Loan Parties' material businesses, operations, properties (including, without limitation, the Principal Properties) and assets, except to the extent that such compliance is subject to a Good Faith Belief of Stay; (x) maintain and comply with all financial assurance requirements under RCRA and any similar Environmental Law, as specifically set forth but not limited to 40 C.F.R. 264 and 265, necessary to operate, use or occupy each of the Loan Parties' businesses, Facilities, operations, properties and assets; (xi) comply with all applicable writs, orders, consent decrees, judgments, injunctions, written communications by any Governmental Authority, decrees, informational requests or demands issued pursuant to, or arising under, any Environmental Laws, except to the extent that such compliance or any enforcement action is stayed as a result of the Chapter 11 Cases or is the subject of a Good Faith Belief of Stay; (xii) provide the Collateral Agent with prompt written notice in the event the Loan Parties is required to spend more than $500,000 individually or $3,000,000 in the aggregate to comply with any Environmental Laws that have been promulgated and enacted by a Governmental Authority throughout the term of this Agreement; and (xiii) file and submit truthful and complete representations, including, without limitation, applications, warranty statements and accompanying materials provided in support of such representations, submitted by the Loan Parties to obtain insurance.
(i) Northgate cause an independent environmental engineer acceptable to the Collateral Agent to conduct such assessments, investigations or tests of the site where any Loan Party's non-compliance or alleged non-compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to the Northgate Subsidiaries are and have been in Collateral Agent a report as to such non-compliance withsetting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and are not in violation of, any Environmental Laws;
an estimate of the costs thereof and (ii) Northgate provide to the Collateral Agent a supplemental report of such engineer whenever the scope of such non-compliance, or the applicable Loan Party's response thereto or the estimated costs thereof, shall change in any material respect. The Loan Parties acknowledge and agree that neither the Northgate Subsidiaries have operated their respective business at all times and have generatedLoan Documents or the actions of any Agent or any Lender pursuant thereto shall operate or be deemed (i) to place upon any Agent or any Lender any responsibility for the operation, receivedcontrol, handledcare, usedservice, storedmanagement, treatedmaintenance or repair of property or facilities of the Loan Parties (except in cases where an Agent or Lender has taken possession or control of any property, shipped and disposed either through foreclosure or alternative legal means) or (ii) to make any Agent or any Lender the "owner" or "operator" of all contaminants, wastes, and hazardous and toxic substances without violation any property or facilities of the Loan Parties or a "responsible party" within the meaning of applicable Environmental Laws;
(iii. The indemnification provisions of this Section 8.01(j) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into shall survive the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any repayment of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated Obligations and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence discharge of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and Liens granted under the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsLoan Documents.
Appears in 1 contract
Sources: Financing Agreement (Solutia Inc)
Environmental. Except as disclosed On the Closing Date, no Authorized Officer has any ------------- actual knowledge that any Hazardous Substance has been installed on any real property now owned by the Borrower or any of its Restricted Subsidiaries, except (i) for Hazardous Substances the presence of which is not in violation of Environmental Law in an amount which is not or would not reasonably be expected to cause, liability to the Borrower or any Restricted Subsidiary in the Northgate Disclosure Letteraggregate in excess of $5,000,000 or (ii) as set forth on Schedule 5.01(p) ---------------- hereto. On each date after the Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower or to the extent any Restricted Subsidiary has any actual knowledge that any Hazardous Substance has been installed in violation or other matter referred to in this subsection does not, individually or in of law on any real property now owned by the aggregate, have a Material Adverse Effect on Northgate Borrower or any of the Northgate Subsidiaries:
(iRestricted Subsidiaries except those installations which are not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Closing Date, except as disclosed on Schedule 5.01(p) Northgate hereto, to the actual ---------------- knowledge of an Authorized Officer, 57 the Borrower and the Northgate Restricted Subsidiaries are not in material violation of or subject to any existing, pending or material threatened formal investigation or formal inquiry by any governmental authority, or subject to any material remedial obligations under any applicable Environmental Laws. On each date after the Closing Date on which this representation is deemed to be made, to the actual knowledge of an Authorized Officer, the Borrower and have been in compliance with, and the Restricted Subsidiaries are not in violation ofof or subject to any existing, pending or threatened formal investigation or inquiry by any governmental authority or to any remedial obligations under any applicable Environmental Laws which in each case is, or would reasonably be expected to cause, a Material Adverse Change. To the actual knowledge of an Authorized Officer, the Borrower and the Restricted Subsidiaries are not required to obtain any material permits, Licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures, and equipment forming a part of any real property of the Borrower or any Restricted Subsidiary by reason of any applicable Environmental Laws;
(ii, except those that have been obtained, or which the failure to obtain has not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Closing Date, except as set forth in Schedule 5.01(p) Northgate hereto, no ---------------- Authorized Officer has actual knowledge that any Hazardous Substances or solid wastes have been disposed of on the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $5,000,000. As of the Closing Date, except as set forth in Schedule -------- 5.01(p) hereto, no Authorized Officer has actual knowledge that any Hazardous ------- Substances or solid wastes have been released on or to the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $10,000,000. On each date after the Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower and the Northgate Restricted Subsidiaries has actual knowledge that any Hazardous Substances or solid wastes have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and been disposed of all contaminants, wastes, and hazardous and toxic substances without violation or otherwise released on or to the real property of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate Borrower or any of the Northgate Subsidiaries Restricted Subsidiaries, in violation of the applicable Environmental Laws, except any such disposal or from Northgate’s assets or operationsrelease which is not, which could and would not reasonably be expected to result in Liability under any Environmental Lawcause, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Change.
Appears in 1 contract
Sources: Credit Agreement (Qwest Communications International Inc)
Environmental. Except (a) If requested by NWIN, AJSB shall cooperate with an environmental consulting firm designated by NWIN that is reasonably acceptable to AJSB (the “Designated Environmental Consultant”) in connection with the conduct, at any time after the date hereof (the “Investigation Period”), by the Designated Environmental Consultant of Phase I environmental site assessments and any other investigation reasonably requested by NWIN on all real property (except single family, non-agricultural residential property of one acre or less) owned or leased by AJSB or any of its Subsidiaries as disclosed in of the Northgate Disclosure Letterdate of this Agreement or acquired thereafter, or including OREO, to the extent that not prohibited by any violation or other matter referred applicable lease. NWIN will proceed with such assessments, testing, and investigations as soon as reasonably practicable after the date of this Agreement and will diligently work to in this subsection does notpursue such assessments, individually or in the aggregatetesting, have a Material Adverse Effect on Northgate or and investigations through completion. NWIN shall furnish true and complete copies of any reports of the Northgate Subsidiaries:Designated Environmental Consultant that it receives with respect to any AJSB property promptly upon NWIN’s receipt of such reports. NWIN shall be responsible for the costs of the Phase I environmental site assessments, and NWIN and AJSB shall each bear 50% of the costs of any additional environmental investigation or testing as determined to be advisable or recommended by the Designated Environmental Consultant as a result of an actual or suspected “Recognized Environmental Condition” (as such term is defined by the American Society for Testing Materials).
(ib) Northgate If the Designated Environmental Consultant’s good faith estimate, based upon the results of the Phase I environmental studies and other diligence and investigation conducted by the Northgate Designated Environmental Consultant, of the dollar amount, if any, that AJSB and its Subsidiaries are would be required to expend due to a violation of applicable Environmental Laws AGREEMENT AND PLAN OF MERGER PAGE 50 for all of the AJSB properties (the “Environmental Liabilities”) for clean-up and have been in compliance withremediation relating to pollutants, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants petroleum, petroleum products, and any other materials regulated under the Environmental Laws with respect to AJSB’s or wastes into the earth, air its Subsidiaries’ owned or into any body of water, whether surface or otherwise, leased real properties (including OREO) or any municipal or other sewer or drain or drinking or water systems by Northgate or any adjoining properties (the “Estimated Clean-Up Costs,” as further adjusted pursuant to this Section 5.12), is in excess of $50,000 (the “Environmental Liability Threshold”), NWIN shall deliver to AJSB (not later than ten business days after its receipt of the Northgate Subsidiaries or from NorthgateDesignated Environmental Consultant’s assets or operations, which could reasonably be expected to result in Liability under any good faith estimate) a written notice (an “Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(ivCost Notice”) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have describing the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity nature of such Environmental Approvals Liabilities and the course of action proposed to be taken by NWIN or its Subsidiaries (if it were to become the owner of such properties as a result of the Merger) to remediate or otherwise address the environmental problems and providing an estimate of the out-of-pocket costs of such remediation expected to be incurred (if different from the Estimated Clean-Up Costs). If AJSB disagrees with NWIN’s estimate of the amount of out-of-pocket costs of such remediation or the course of action proposed by NWIN, AJSB shall deliver to NWIN a written notice of such objection (an “Environmental Cost Objection”) within five business days after AJSB’s receipt of the Environmental Cost Notice. No later than five business days following NWIN’s receipt of an Environmental Cost Objection, one or more members of senior management of NWIN and AJSB having authority to resolve the dispute shall meet (in person or by telephone) and shall negotiate in good faith in an attempt to resolve the difference set forth in the Environmental Cost Objection. If NWIN and AJSB are unable to resolve such dispute through good faith negotiations, then the parties shall mutually engage and submit such dispute to, and the same shall be finally resolved by, a new environmental consulting firm that are required is mutually agreed to by the parties (the “Independent Environmental Consultant”). The Independent Environmental Consultant shall determine and report in connection with writing to NWIN and AJSB the execution or delivery Estimated Clean-up Costs, and such determinations shall be final, binding and conclusive unless NWIN and AJSB mutually agree upon a different amount.
(c) The Estimated Clean-up Costs shall be deemed to have been established for purposes of this AgreementSection 5.12: (i) if NWIN does not receive an Environmental Cost Objection, as of the last date that an Environmental Cost Objection would have been timely under subsection (b) above, or (ii) if an Environmental Cost Objection is delivered to NWIN and finally resolved as set forth in subsection (b) hereof, then as of the date of such resolution (as applicable, the consummation “Environmental Costs Determination Date”). For avoidance of doubt, NWIN shall have the transactions contemplated herein or right to reduce the continuation of AJSB Adjusted Consolidated Stockholders’ Equity by the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsEstimated Clean-up Costs.
Appears in 1 contract
Environmental. Except as disclosed in (i) Upon the Northgate Disclosure Letterwritten request of an Agent, (A) based upon the reasonable belief that there has been a violation of Environmental Law or a release of Hazardous Substances at a Real Property which is reasonably likely to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect or (B) at any time during the existence and continuance of an Event of Default, the Borrower will furnish or cause to be furnished to the Administrative Agent, at the Borrower's expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where appropriate, if there is no Event of Default, (and where such Agent has a reasonable belief that there has been a violation of Environmental Law or a release of Hazardous Substance at a Real Property which is reasonably likely to have a Material Adverse Effect), invasive soil or groundwater sampling) by a consultant reasonably acceptable to the Agents as to the nature and extent of such release on Northgate or any Real Property and as to the compliance by the Credit Parties with Environmental Laws at such Real Property. If the Borrower fails to deliver such an environmental report within seventy-five (75) days after receipt of such written request then the Northgate Subsidiaries:
(i) Northgate Agents may arrange for same, and the Northgate Subsidiaries are Borrower hereby grants to the Agents and have been in compliance withtheir representatives upon reasonable notice and upon reasonable terms and conditions access to the Real Properties and a license of a scope reasonably necessary to undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Agents pursuant to this provision will be payable by the Borrower on demand and are not in violation of, any Environmental Laws;added to the obligations secured by the Collateral Documents.
(ii) Northgate The Parent, the Borrower and the Northgate each of their Subsidiaries have operated their respective business at will conduct and complete all times and have generatedinvestigations, receivedstudies, handled, used, stored, treated, shipped and disposed of all contaminants, wastessampling, and hazardous testing and toxic substances without violation of Environmental Laws;
(iii) there have been no spillsall remedial, releasesremoval, deposits or discharges of pollutants or hazardous or toxic substancesand other actions necessary to address all Hazardous Materials on, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisefrom, or affecting any municipal real property owned or other sewer leased by the Parent, the Borrower or drain or drinking or water systems by Northgate or any of their Subsidiaries to the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably extent necessary to be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with all Environmental Laws;
(iv) no ordersLaws and all other applicable federal, notificationsstate, directivesand local laws, demandsregulations, claims, instructions, directions or notices have been issued rules and remain outstanding by any policies and with the orders and directives of all Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating Authorities exercising jurisdiction over such real property to the business extent any failure would have or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawshave a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Knoll Inc)
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, not have a Material Adverse Effect on Northgate or any of IMA and the Northgate IMA Subsidiaries, to IMA’s knowledge:
(i) Northgate IMA and the Northgate IMA Subsidiaries are and have been in compliance with, and are not in violation of, any all material respects with Environmental Laws;
(ii) Northgate IMA and the Northgate IMA Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances contaminants without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, water or any municipal or other sewer or drain or drinking or water systems by Northgate IMA or any of the Northgate IMA Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Lawsremedied;
(iv) there is no orders, notifications, directives, demands, claims, instructions, directions material claim or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether judicial or not have the force of law, relating to the business or assets of Northgate administrative proceeding which may affect either IMA or any of the Northgate SubsidiariesIMA Subsidiaries or any of the properties or assets of IMA or the IMA Subsidiaries relating to or alleging any violation of Environmental Laws;
(v) neither Northgate IMA nor any of the Northgate IMA Subsidiaries has failed to report to the proper Governmental Entity federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws;; and
(vi) Northgate IMA and the Northgate IMA Subsidiaries hold Environmental Approvals all licences, permits and approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effectother than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on IMA, and neither Northgate IMA nor any of the Northgate IMA Subsidiaries has received nor any notification from of their respective assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course by any Governmental Entity pursuant to determine whether any violation of Environmental Laws that any workhas occurred or is occurring, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or and neither IMA nor any of the Northgate IMA Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are is subject to any past or present fact, condition or circumstance that could reasonably be expected to result known environmental liabilities not disclosed in Liability under any Environmental Lawsthe IMA Public Documents.
Appears in 1 contract
Environmental. Except as disclosed in (a) Within 10 days of the Northgate Disclosure Letterexecution of this Agreement, Westfield may select an environmental consultant, reasonably acceptable to Western Reserve (the “Designated Environmental Consultant”), to conduct a Phase I Site Assessment, or to other reasonable environmental testing (the extent that any violation “Environmental Work”), at Westfield’s sole cost, on all real property (except single family, non-agricultural residential property of one acre or other matter referred to in this subsection does not, individually less) owned or in the aggregate, have a Material Adverse Effect on Northgate leased by Western Reserve or any of its Subsidiaries as of the Northgate Subsidiaries:date of this Agreement or acquired thereafter, including OREO. Westfield shall promptly notify Western Reserve if it intends to exercise the option to conduct the Environmental Work and shall promptly proceed with such work as soon as reasonably practicable after the date of this Agreement. Westfield shall furnish Western Reserve true and complete copies of any reports of the Designated Environmental Consultant as well as any back-up documentation, including but not limited to logs, notes, analytical data, and laboratory analysis, if so requested by Western Reserve, generated in connection with the Environmental Work within days after Westfield’s receipt of such reports..
(ib) Northgate If the Designated Environmental Consultant’s good faith estimate, based upon the results of the Environmental Work, of the dollar amount, if any, that Western Reserve and its Subsidiaries would be legally obligated to take under applicable Environmental Laws (the Northgate Subsidiaries are and have been in compliance with“Environmental Liabilities”) for remedial activities relating to pollutants, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants petroleum, petroleum products and any other materials regulated under the Environmental Laws with respect to Western Reserve’s or wastes into its Subsidiaries’ owned or leased real properties (including OREO) (the earth“Estimated Clean-Up Costs”), air or into any body is in excess of water$50,000 (the “Environmental Liability Threshold”), whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any Westfield shall deliver to Western Reserve (not later than ten (10) business days of its receipt of the Northgate Subsidiaries or from NorthgateDesignated Environmental Consultant’s assets or operations, which could reasonably be expected to result in Liability under any good faith estimate) a written notice (an “Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(ivCost Notice”) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have describing the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity nature of such Environmental Approvals that are Liabilities and the legally required remedial actions Westfield or its Subsidiaries (if it were to become the owner of such properties as a result of the Merger) must undertake to address the Environmental Liabilities, along with an estimate of the out of pocket cost of such remediation (if different from the Estimated Clean-Up Costs). If Western Reserve disagrees with Westfield’s estimate of the amount of out of pocket costs of such remediation or the required remedial actions proposed by Westfield, Western Reserve shall deliver to Westfield a written objection notice (the “Environmental Cost Objection”) within five (5) business days of Western Reserve’s receipt of the Environmental Cost Notice. No later than five (5) business days following Westfield’s receipt of an Environmental Cost Objection, one or more members of senior management of Westfield and Western Reserve having authority to resolve the dispute shall meet (in connection with person or by telephone) and shall negotiate in good faith in an attempt to resolve the execution or delivery difference set forth in the Environmental Cost Objection. Regardless of whether the parties reach a resolution of the dispute within two (2) business days of the first such meeting, subsection (c) shall apply.
(c) The Estimated Clean-up Costs shall be deemed to have been established for purposes of this AgreementSection 5.11: (i) if Westfield does not receive an Environmental Cost Objection, as of the last date that an Environmental Cost Objection would have been timely under subsection (b) above, or (ii) if an Environmental Cost Objection is delivered to Westfield and resolved to the satisfaction of both Westfield and Western Reserve as set forth in subsection (b) above or if it remains unresolved under such subsection (in which event the Estimated Clean-Up Costs shall be as set forth in the Environmental Cost Notice), then as of the date of such resolution or on the third business day if unresolved (as the case may be) (as applicable, the consummation “Environmental Costs Determination Date”). Following the establishment of the transactions contemplated herein Estimated Clean-up Costs, if the Estimated Clean-Up Costs are $500,000 or more, then Westfield shall have the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available right to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect terminate this Agreement pursuant to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSection 9.1(c)(iii).
Appears in 1 contract
Environmental. Except as disclosed in the Northgate Disclosure Letterdescribed on Schedule 3.17,
(a) no written notice, notification, demand, claim, letter, request for information, citation, summons, complaint or order has been received by, and no notice, demand, claim, letter, request for information, investigation or legal proceeding is pending or, to the extent that Knowledge of Cornerstone, threatened against Cornerstone with respect to any violation matters relating to or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any arising out of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental LawsLaw;
(iib) Northgate Cornerstone is and the Northgate Subsidiaries have operated their respective business has at all times and have generatedbeen in compliance, receivedin all material respects, handled, used, stored, treated, shipped and disposed of with all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection and with the operation of any necessary Environmental Permits (as hereinafter defined); Cornerstone possesses all necessary permits, authorizations, approvals, licenses, consents, exemptions and other governmental authorizations required for their respective businesses and the ownership and use including rehabilitation of their respective assets, current operations under applicable Environmental Laws (“Environmental Permits”); all such Environmental Approvals Permits are in full force and effect, and neither Northgate nor any ; Cornerstone is not in violation of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that Permit or of any workobligations, undertakingorders, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals schedules and timetables issued pursuant thereto; and there are no proceedings pending or, or that to the Knowledge of Cornerstone, threatened which would jeopardize the validity of any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminatedPermit;
(viic) to the Knowledge of Cornerstone, there are no changes in the statusfacts, terms circumstances or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to be the basis of or to result in Liability Cornerstone incurring liability for the release of Hazardous Substances or incurring any liability, obligations, requirements for remedial or corrective action or costs under any Environmental Laws, or could reasonably be expected to prevent or restrict Cornerstone’s compliance with Environmental Laws or to restrict its use or transfer of any property pursuant to Environmental Laws;
(d) to the Knowledge of Cornerstone, none of the properties currently or formerly owned, leased or operated by Cornerstone has been listed in, nor has Cornerstone disposed or transported any Hazardous Substances to any site that has been listed in, the National Priorities List or any other list of sites requiring clean-up or investigation under Environmental Law maintained by any Governmental Authority; and
(e) Cornerstone has made available to RAMCO complete, true and correct copies of all material environmental records, reports, assessments, studies, sampling results, investigations, audits, notifications, Environmental Permits and pending permit applications. A list of such materials is provided in Schedule 3.17.
Appears in 1 contract
Sources: Merger Agreement (Receivable Acquisition & Management Corp)
Environmental. Except (a) Each Subject Entity and each Subject Subsidiary is and has at all times been in compliance with all Environmental Laws (as disclosed hereinafter defined), except where the failure to comply could not reasonably be expected to have a POC/Success Material Adverse Effect. No Subject Entity and no Subject Subsidiary is currently liable for any penalties, fines or forfeitures for failure to comply with any Environmental Laws. The Subject Entities and the Subject Subsidiaries are in compliance with all notice, record keeping and reporting requirements of all Environmental Laws, and have complied with all informational requests or demands arising under the Northgate Disclosure LetterEnvironmental Laws.
(b) Each Subject Entity and each Subject Subsidiary has obtained, or caused to the extent that any violation or other matter referred to in this subsection does notbe obtained, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been is in compliance with, all licenses, certificates, permits, approvals and are not in violation ofregistrations (collectively "Environmental Licenses") required by the Environmental Laws for the ownership of its respective properties and assets (including, any Environmental Laws;
(iiwithout limitation, the Real Property and Improvements) Northgate and the Northgate Subsidiaries have operated their respective operation of its business at all times as presently conducted. Each Subject Entity and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied each Subject Subsidiary is in compliance with all the terms, conditions and requirements of the applicable Environmental Laws;
(iv) no ordersLicenses, notifications, directives, demands, claims, instructions, directions or notices and copies of such Environmental Licenses have been issued and remain outstanding provided to Vistana. There are no administrative or judicial investigations, notices, claims or other proceedings pending or threatened by any Governmental governmental authority or third parties against any Subject Entity pursuant or any Subject Subsidiary, its businesses, operations, properties, or assets, which question the validity of or its entitlement to any Environmental Laws, whether or not have License required by the force Environmental Laws for the ownership of law, relating to each of the business or properties and assets of Northgate each Subject Entity and each Subject Subsidiary.
(c) No non-compliance order, warning letter, notice of violation, claim, suit, action, judgment, or administrative or judicial proceeding is pending against or involving any Subject Entity or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported Subject Subsidiary, its business, operations, properties, or assets, issued by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under governmental authority or third party with respect to any Environmental Laws in connection with the ownership by any Subject Entity or any Subject Subsidiary of its properties or assets or the operation of its business, which has not been resolved to the satisfaction of the issuing governmental authority or third party in a manner that would not have a POC/Success Material Adverse Effect.
(d) Each Subject Entity and each Subject Subsidiary is in compliance with, and is not in breach of or default under any applicable order issued pursuant to the Environmental Laws and no event has occurred or is continuing which, with the passage of time or the giving of notice or both, could constitute such non-compliance, breach or default thereunder, except to the extent such non-compliance, breach or default would not have a POC/Success Material Adverse Effect.
(e) No Subject Entity and no Subject Subsidiary has generated, manufactured, used, transported, transferred, stored, handled, treated, spilled, leaked, dumped, discharged, released or disposed, nor has it allowed or arranged for any third parties to generate, manufacture, use, transport, transfer, store, handle, treat, spill, leak, dump, discharge, release or dispose of, Hazardous Substances or other Waste to, at or under any Resort, any real estate adjoining any Resort or any other location other than a site lawfully permitted to receive such Hazardous Substances or other Waste for such purposes, nor has it performed, arranged for or allowed by any method or procedure such generation, manufacture, use, transportation, transfer, storage, treatment, spillage, leakage, dumping, discharge, release or disposal in contravention of any Environmental Laws.
(f) No Subject Entity and no Subject Subsidiary has generated, handled, manufactured, treated, stored, used, shipped, transported, transferred, or disposed of, nor has it allowed or arranged, by contract, agreement or otherwise, for any third parties to generate, handle, manufacture, treat, store, use, ship, transport, transfer or dispose of, any Hazardous Substance or other Waste to or at a site which, pursuant to CERCLA or and similar state law (i) has been placed on the National Priorities List or its state equivalent; or (ii) the Environmental Protection Agency or the relevant state agency has notified any Subject Entity or any Subject Subsidiary that it has proposed or is proposing to place on the National Priorities List or its state equivalent. No facts exist which could give rise to any notice that any Subject Entity or any Subject Subsidiary is a potentially responsible party for a federal or state environmental cleanup site or for corrective action under CERCLA, RCRA or any other applicable Environmental Laws. No Subject Entity and no Subject Subsidiary has submitted or was required to submit any notice pursuant to Section 103(c) of CERCLA with respect to any realty.
(g) No Subject Entity and no Subject Subsidiary operates, nor has it operated, any Aboveground Storage Tanks or Underground Storage Tanks (as each such term is hereafter defined), and there are not now nor have there ever been any Underground Storage Tanks on any realty comprising any of the Resorts.
(h) Schedule 2.12H lists (i) all environmental audits, assessments or occupational health studies undertaken by any of the Subject Entities, any of the Subject Subsidiaries or any of their respective businesses agents or undertaken by any governmental authority, or any third party, relating to or affecting any realty; (ii) the results of any ground, water, soil, air or asbestos monitoring undertaken by any governmental authority or any third party, relating to or affecting any Subject Entity or any Subject Subsidiary; (iii) all written communications between the Subject Entities and the ownership Subject Subsidiaries and use including rehabilitation of their respective assetsany governmental authority arising under or related to Environmental Laws; and (iv) all citations issued under OSHA, all such Environmental Approvals are in full force and effector similar state or local statutes, and neither Northgate nor laws, ordinances, codes, rules, regulations, orders, rulings, or decrees, relating to or affecting any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate Subject Entities or any of the Northgate Subsidiaries Subject Subsidiaries.
(i) Schedule 2.12I lists the assets of each Subject Entity and each Subject Subsidiary which contain "asbestos" or "asbestos-containing material" (as such terms are identified under the Environmental Laws). Each Subject Entity and each Subject Subsidiary has operated and continues to operate in compliance with all Environmental Laws governing the handling, use and exposure to and disposal of asbestos or asbestos-containing materials. There are no claims, actions, suits, governmental investigations or proceedings before any governmental authority or third party pending, or threatened against or directly affecting any Subject Entity, any Subject Subsidiary or any renewalof their respective assets or operations relating to the use, modification, revocation, reassurance, alteration, transfer, restriction handling or amendment exposure to and disposal of any such Environmental Approvals, asbestos or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required asbestos-containing materials in connection with the execution or delivery of their assets and operations.
(j) As used in this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.:
Appears in 1 contract
Environmental. Except as disclosed in the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate Target and the Northgate Target Subsidiaries are and have been in compliance with, with and are is not in violation of, of any Environmental Laws;
(ii) Northgate Target and the Northgate Target Subsidiaries have operated their respective business businesses at all times and have has generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems systems, by Northgate Target or any of the Northgate Subsidiaries Target Subsidiaries, or from Northgate’s Target assets or operations, which could reasonably be expected to result in Liability liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, written notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate Target or any of the Northgate Target Subsidiaries;
(v) neither Northgate Target nor any of the Northgate Target Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate Target and the Northgate Target Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate Target nor any of the Northgate Target Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate Target or any of the Northgate Subsidiaries Target Subsidiaries, or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate Target or any of the Northgate Target Subsidiaries following the Effective Date;
(viii) Northgate Target and the Northgate Target Subsidiaries have made available to Primero Purchaser all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, health and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate Target and the Northgate Target Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability liability under any Environmental Laws.
Appears in 1 contract
Environmental. Except As soon as disclosed possible and in any event within ten (10) Business Days after Trizec, either of the Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate Borrowers or any of their respective Subsidiaries obtains knowledge of any of the Northgate Subsidiaries:
following, written notice of (i) Northgate and any written notice, claim, complaint or order to the Northgate Subsidiaries are and have been in compliance witheffect that Trizec, and are not in violation of, any Environmental Laws;
(ii) Northgate and either of the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate Borrowers or any of the Northgate their respective Subsidiaries is or from Northgate’s assets may be liable to any Person as a result of any event, circumstance or operations, which could reasonably be expected to result in Liability occurrence under any Environmental Law, including the Release by Trizec, either of the Borrowers, any of their respective Subsidiaries, or any other Person of any Hazardous Materials into the environment or requiring that have not been reportedaction be taken to respond to or clean up a Release of Hazardous Materials into the environment, mitigated and remedied (ii) any condition or occurrence on (a) any Financed Property or (b) any other Real Estate Asset which is owned, leased or operated directly or indirectly by Trizec, either of the Borrowers or any of their respective Subsidiaries that (x) results in non-compliance by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person that is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder) with any applicable Environmental Laws;
Law, (y) could reasonably be anticipated to form the basis of an Environmental Claim against Trizec, either of the Borrowers or any of their respective Subsidiaries, or any other Person that is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder) or (z) could reasonably be anticipated to cause such Financed Property or other Real Estate Asset to be subject to any restrictions on the ownership, lease, occupancy, use or transferability by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person which is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder) of its interest in such Real Estate Asset under any Environmental Law, (iii) any written notice, complaint or citation alleging any violation of any Environmental Law or any Environmental Approval by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person which is or was a Property Owner (while the Real Estate Asset at or from which the alleged violation arose was a Financed Property hereunder) or (iv) no orders, notifications, directives, demands, claims, instructions, directions the taking of any removal or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating remedial action in response to the business actual or assets alleged presence of Northgate any Hazardous Materials on any Financed Property or other Real Estate Asset currently owned, leased or operated directly or indirectly by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person that is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder). Notwithstanding anything to the Northgate Subsidiaries;
(v) neither Northgate nor any contrary contained in the immediately preceding sentence, notices of events of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is type described above shall not be required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information given with respect to environmental, health, and safety matters; and
(ix) to any event where the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that respective event could not be reasonably be expected to result in Liability under any Environmental Lawshave a Material Adverse Effect.
Appears in 1 contract
Environmental. Except as disclosed in set forth on Schedule 3.22, (a) Seller, the Northgate Disclosure LetterBusiness, or to and Seller Real Property (including the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(ifacilities and operations thereon) Northgate and the Northgate Subsidiaries are and have been in compliance withwith all applicable Environmental Laws; (b) Seller and the Business possess all Authorizations issued pursuant to Environmental Laws that are required to conduct the Business of Seller as currently conducted, a list of which is set forth on Schedule 3.22, and are and have been in compliance with all such Authorizations; (c) Seller has not in violation treated, stored, disposed of, any Environmental Laws;
(ii) Northgate and arranged for or permitted the Northgate Subsidiaries have operated their respective business at all times and have generateddisposal of, receivedtransported, handled, usedmanufactured, storeddistributed, treatedor released any Hazardous Material, shipped or owned or operated any Real Property (and disposed of all contaminantsno such Real Property is contaminated by any such substance) so as to give rise to any current or future Environmental Claims or Environmental Liabilities, wastesincluding any Liability for fines, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spillspenalties, releasesresponse costs, deposits corrective action costs, personal injury, property damage, natural resources damages or discharges of pollutants or hazardous or toxic substancesattorneys’ fees, contaminants or wastes into pursuant to CERCLA, the earthSolid Waste Disposal Act, air or into any body of water, whether surface or otherwiseas amended, or any municipal other Environmental Law; (d) there are no Proceedings pending or other sewer to Seller’s Knowledge threatened against Seller or drain the Business concerning any Environmental Claims or drinking Environmental Liability or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability obligation arising under any Environmental Law, and no event has occurred that have not been reportedwith the passage of time or in combination with other circumstances would result in any such Proceedings; (e) neither Seller nor the Business has received any written claim or notice from any Governmental Authority or other Person, mitigated and remedied related to exposure to Hazardous Materials or alleging that Seller or the Business is or may be in violation of, or has any liability under, any Environmental Law, including for any investigatory, remedial, corrective obligation or Remedial Action, relating to the Real Property, the subject of which is unresolved; (f) no Real Property is listed or to Seller’s Knowledge, proposed to be listed on the National Priorities List or CERCLIS or on any similar governmental database that require cleanup under Environmental Laws; (g) neither Seller nor the Business has assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental Laws; (h) no facts, events or conditions relating to the Real Property or any past facilities, properties or operations of Seller or the Business will prevent, hinder or limit continued compliance with Environmental Laws;
(iv) no orders, notificationsgive rise to any investigatory, directives, demands, claims, instructions, directions remedial corrective obligations or notices have been issued and remain outstanding by any Governmental Entity Remedial Action pursuant to Environmental Laws or give rise to any other liabilities pursuant to Environmental Laws, whether including any relating to on-site or not have the force of lawoff-site releases or threatened releases of, or exposure to, Hazardous Materials, personal injury, property damage or natural resources damage; and (i) Seller has made available to Buyer all environmental audits, reports, and other material non-privileged environmental documents relating to the business Real Property or assets of Northgate Seller’s past properties, facilities or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals operations that are in full force and effectits possession, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions custody or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsits reasonable control.
Appears in 1 contract
Sources: Asset Purchase Agreement (Commercial Vehicle Group, Inc.)
Environmental. Except as disclosed Borrower will, and will cause each of its Subsidiaries to,
(a) Keep any property either owned or operated by Borrower or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,
(b) Comply, in the Northgate Disclosure Letterall material respects, with Environmental Laws and provide to Agent documentation of any material non-compliance which Agent reasonably requests,
(c) Promptly notify Agent of any release of which Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by Borrower or its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said release under, or otherwise to come into compliance with, in all material respects, applicable Environmental Law,
(d) Promptly, but in any event within five (5) Business Days of its receipt thereof, provide Agent with written notice of any of the extent following: (i) notice that an Environmental Lien has been filed against any violation of the real or personal property of Borrower or its Subsidiaries, (ii) written notice of commencement of any material Environmental Action filed against or written notice that a material Environmental Action will be filed against, Borrower or its Subsidiaries, and (iii) written notice of a material violation, citation, or other matter referred to in this subsection does notadministrative order from a Governmental Authority, individually or in the aggregate, have a Material Adverse Effect on Northgate and
(e) If Borrower or any of the Northgate its Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal tenant or other sewer occupant of any Real Property owned, leased or drain or drinking or water systems operated by Northgate Borrower or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the Northgate Subsidiaries presence or release of any Hazardous Material (except in compliance with applicable Environmental Laws), Borrower agrees to undertake, and/or to cause any of its Subsidiaries, and use commercially reasonable efforts to cause its tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from Northgate’s assets or operationsany Real Property except where the failure to do so has not resulted in, which and could not reasonably be expected to result in Liability under any Environmental Lawin, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Pernix Therapeutics Holdings, Inc.)
Environmental. Except as disclosed indicated in Schedule 7.1(r), the Northgate Disclosure LetterMortgaged Properties are, and at all times have been, operated by the Borrowers, and to the knowledge of Borrowers, by the Borrowers' predecessors in interest, in material compliance with all Environmental Laws then applicable; and no conditions exist which are due to ownership and operation by the Borrowers, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any knowledge of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operationsBorrowers, which could reasonably be expected are due to result ownership and operation by Borrowers, predecessors in Liability interest that would subject the Borrowers or the Bank to any damages (including without limitation actual, consequential, exemplary and punitive damages), penalties, injunctive relief or cleanup costs under any Environmental Law, or that require or are likely to require cleanup, removal, remedial action or other response by the Borrowers or the Bank pursuant to Environmental Laws. The Borrowers are not a party to any pending or threatened litigation or administrative proceeding that asserts or alleges that the Borrowers or their predecessors violated or are violating Environmental Laws or that the Borrowers or their predecessors are required to clean up, remove or take remedial or other responsive action due to the use, storage, treatment, disposal, discharge, leaking or release of any Hazardous Materials. Neither the Borrowers, nor to the Borrowers' knowledge their predecessors, nor any part of the Mortgaged Properties is subject to any judgment, decree, order or citation related to or arising out of Environmental Laws, and the Borrowers have not been reportednamed or listed as a potentially responsible party by any governmental or other entity in a matter arising under or relating to any Environmental Law. The Borrowers and, mitigated to the Borrowers' knowledge their predecessors, have obtained all permits, licenses and remedied approvals required under Environmental Laws. There are not now, nor have there ever been materials discharged, leaked, spilled or released, under or at the surface, or stored, treated or recycled at or in tanks or other facilities thereon or related thereto which require cleanup, removal or some other remedial action under Environmental Laws which arise from the Borrowers' ownership and operations, or to the Borrowers' knowledge which arise from ownership or operations of the Borrowers' predecessors in interest. The Borrowers undertook, at the time of acquisition of the Mortgaged Properties, all appropriate inquiry into the previous ownership and uses of the Mortgaged Properties consistent with good commercial and industry practice. The Borrowers have taken all reasonable steps necessary to determine that (i) no Hazardous Materials have been used or stored on, in or in connection with the Mortgaged Properties, or disposed from the Mortgaged Properties, except in full compliance with all Environmental Laws then applicable, and (ii) no Hazardous Materials have been treated, processed, discharged or released on, in, to or from the Mortgaged Properties except in full compliance with all Environmental Laws then applicable. The use which the Borrowers make and intend to make of the Mortgaged Properties will not result in (x) the use or storage of any Hazardous Materials on, in or in connection with the Mortgaged Properties, or disposal from the Mortgaged Properties, except in full compliance with all Environmental Laws then applicable, or (y) the treatment, processing, discharge or release of any Hazardous Materials on, in, to or from the Mortgaged Properties. Operation and closure of underground storage tanks on the Mortgaged Properties shall be in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have . To the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) Borrowers' knowledge there are no changes underground storage tanks located on or in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMortgaged Properties.
Appears in 1 contract
Environmental. Except as Acquirer and the Acquirer Subsidiaries have disclosed in the Northgate Disclosure Letterto Acquirer all material documents (including claims, notices, orders, judgments, reports, audits, assessments, results, licences, permits, orders, authorizations, approvals and registrations) relating to environmental, health and safety matters affecting Acquirer and any Acquirer Subsidiary and their respective operations, or any properties currently or formerly owned, occupied or used by Acquirer or any Acquirer Subsidiary, including the Acquirer Properties, and any activities carried out thereon. All operations, or any properties currently or formerly owned, occupied or used by Acquirer or any Acquirer Subsidiary, including the Acquirer Properties, and any activities carried out thereon, have been, and are now, in compliance with all Applicable Law relating to the extent that any violation protection of the environment or health and safety, closure or other matter referred reclamation obligations or the use, storage, handling, release, disposal, remediation, treatment or transportation of any substance, including pollutants, contaminants, waste, or hazardous or toxic materials (collectively, “Environmental Laws”) and no liability under Environmental Laws exists or is reasonably anticipated in relation to such operations, properties or activities, except where the failure to be in this subsection does compliance or the liability under Environmental Laws would not, individually or in the aggregate, have a Material Adverse Effect on Northgate or any in respect of Acquirer. Except as disclosed in Section 19 of the Northgate SubsidiariesAcquirer Disclosure Letter, each of Acquirer and the Acquirer Subsidiaries has all permits, consents, authorizations, approvals and registrations required under Environmental Laws for all current and proposed operations and all are valid and in good standing and no grounds exist to revoke or limit the authorizations thereunder. Neither Acquirer nor any Acquirer Subsidiary is aware of, or is subject to:
(ia) Northgate and the Northgate Subsidiaries are and have been in compliance withany material liabilities related to environmental management of any nature with respect to Acquirer’s or any Acquirer Subsidiary’s past, and are not in violation of, any Environmental Lawscurrent or proposed operations;
(iib) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generatedany investigation, receivedproceeding, handledapplication, usedorder or directive which relates to environmental, stored, treated, shipped and disposed of all contaminants, wasteshealth or safety or closure or other reclamation matters, and hazardous and toxic substances without violation of Environmental Laws;which may require any material work, repairs, construction, reclamation, remediation or expenditures; or
(iiic) there have been no spillsany claim, releasesdemand or notice, deposits with respect to the breach of or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could reasonably be expected to result in Liability liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether including any regulations respecting the use, storage, handling, release, disposal, remediation, treatment or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence transportation of any event which is required to be so reported by substance (including pollutants, contaminant, waste of any nature, hazardous material, toxic substance, dangerous substance or dangerous good as defined in any applicable Environmental Laws;
(vi) Northgate ), which would, individually or in the aggregate, have a Material Adverse Effect in respect of Acquirer and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsAcquirer Subsidiaries, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it taken as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawswhole.
Appears in 1 contract
Environmental. Except as disclosed in the Northgate Nu-Gro Disclosure LetterStatement:
(a) Nu-Gro and each of the Subsidiaries have been and are in material compliance with and have not been and are not liable under any Environmental Laws.
(b) Nu-Gro and each of the Subsidiaries have all Licenses required under Environmental Laws for the operation of their respective businesses as currently conducted (“Environmental Permits”), which Environmental Permits are valid and in good standing, and Nu-Gro and each of the Subsidiaries is in material compliance with all such Environmental Permits.
(c) No underground storage tanks are or, to the best of the knowledge of Nu-Gro and each of the Subsidiaries, have been located on any property or facility of Nu-Gro or any of the Subsidiaries.
(d) Neither Nu-Gro nor any of the Subsidiaries (i) has within the past five (5) years received any notice of, or been prosecuted for, non-compliance with any Environmental Laws, which notice or prosecution has continuing obligations or is still outstanding, or (ii) has ever settled any allegation of non-compliance prior to prosecution. Neither Nu-Gro nor any of the Subsidiaries has received any notices, orders or directives relating to environmental matters notifying Nu-Gro or any of the Subsidiaries that it is or may be responsible for or requiring any investigation, containment, clean-up, remediation or corrective action or any work, repairs, construction or capital expenditures to be made under Environmental Laws with respect to the extent that business or any violation current or former property or facility owned, operated, occupied, used or leased by Nu-Gro or any of the Subsidiaries.
(e) Nu-Gro and each of the Subsidiaries have not caused, contributed to, or permitted, nor has there been, any release, emission, spill or discharge, in any manner whatsoever, by Nu-Gro or any of the Subsidiaries or, to the best of the knowledge of Nu-Gro and each of the Subsidiaries, any other matter referred person or entity whatsoever, of any Hazardous Substance at levels requiring investigation or remediation or monitoring on, in, around, from or in connection with any current or former properties, assets or facilities owned, operated, occupied, used or leased by, or under the care, management or control of, Nu-Gro or any of the Subsidiaries.
(f) Nu-Gro has made available to United and Subco true and complete copies of all environmental audits, evaluations, assessments, studies, reports, tests and material internal memoranda listed in this subsection does notthe Nu-Gro Disclosure Statement which constitute all of such documentation in the possession or control of Nu-Gro or any of the Subsidiaries, as the case may be, relating to environmental matters.
(g) To the best of the knowledge of Nu-Gro and the Subsidiaries, no facts, circumstances or conditions currently exist with respect to the business or any property currently or formerly owned, operated or leased by Nu-Gro or the Subsidiaries that, individually or in the aggregate, have a Material Adverse Effect on Northgate or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate or any of the Northgate Subsidiaries or from Northgate’s assets or operations, which could would reasonably be expected to result in Liability result, under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;
(iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Northgate or any of the Northgate Subsidiaries;
(v) neither Northgate nor any of the Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsNu-Gro Material Adverse Effect.
Appears in 1 contract
Environmental. (a) Except as disclosed set forth in Section 4.12(a)(i) of the Northgate Disclosure LetterSchedule or for matters that have been fully resolved, or each of CNAC, the Subsidiaries of CNAC and, to the extent Knowledge of Parent, their respective predecessors are, and at all times since August 1, 2007 have been, in compliance in all material respects with all applicable Environmental Laws (which compliance includes the possession by CNAC, each Subsidiary of CNAC and their respective predecessors of all permits, approvals, consents, licenses, waivers and other governmental authorizations required under applicable Environmental Laws (“Environmental Authorizations”) and compliance with the terms and conditions thereof). The Environmental Authorizations are set forth in Section 4.12(a)(ii) of the Disclosure Schedule. None of Parent, Seller, CNAC or any Subsidiary of CNAC has received any communication (written or oral), whether from a Governmental Authority, citizens group, employee or otherwise, alleging that any violation the Business is or other matter referred to was not in this subsection does notsuch compliance.
(b) Except as set forth in Section 4.12(b) of the Disclosure Schedule, individually or in the aggregatenone of Parent, have a Material Adverse Effect on Northgate Seller, CNAC or any of the Northgate Subsidiaries:
(i) Northgate and the Northgate Subsidiaries are and have of CNAC has received notice of an Environmental Claim, other than any such Environmental Claim that has been in compliance with, and are not in violation of, any Environmental Laws;
(ii) Northgate and the Northgate Subsidiaries have operated their respective business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;
(iii) there have been fully resolved with no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems by Northgate further liability to CNAC or any of its Subsidiaries.
(c) Except as set forth in Section 4.12(c) of the Northgate Disclosure Schedule, neither CNAC nor any of its Subsidiaries is subject to any pending or from Northgate’s assets existing Governmental Order, settlement, schedule of compliance or operations, which could reasonably be expected to result in Liability other restriction arising under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;.
(ivd) no ordersExcept as set forth in Section 4.12(d) of the Disclosure Schedule, notificationsneither CNAC nor any Subsidiary of CNAC has placed, directivesstored, demandsdeposited, claimsdischarged, instructionsReleased, directions buried, dumped or notices have been issued disposed of Hazardous Materials at, on or beneath any property that is owned or operated by CNAC or any Subsidiary of CNAC, except for inventories of such substances to be used, and remain outstanding by wastes generated therefrom, in the ordinary course of business and in accordance with applicable Environmental Laws or as would not be expected to require any Governmental Entity reporting, assessment, Cleanup, response or other remedial action under any Environmental Law or to pay for the cost of any such action pursuant to any Environmental LawsLaw.
(e) Parent has delivered or otherwise made available for inspection to Purchaser (i) copies and results of any material reports, whether studies, analyses, tests or not have the force monitoring possessed or initiated by Parent, Seller, CNAC or any Subsidiary of law, relating to the business or assets of Northgate CNAC or any of their Affiliates pertaining to Hazardous Materials in, on, beneath or adjacent to any property currently owned, operated or leased by CNAC or any of its Subsidiaries or regarding compliance with applicable Environmental Laws by CNAC and each Subsidiary of CNAC and (ii) copies of all material Environmental Authorizations issued to CNAC and each of its Subsidiaries within the Northgate Subsidiaries;past five years.
(vf) Except as set forth in Section 4.12(f) of the Disclosure Schedule, without in any way limiting the generality of the foregoing, to the Knowledge of Parent, any properties owned or operated by CNAC or any of its Subsidiaries do not contain any: underground storage tanks or related piping; asbestos or asbestos-containing material; polychlorinated biphenyls; underground injection ▇▇▇▇▇; radioactive materials; surface impoundments; landfills; sumps; or septic tanks or waste disposal pits in which any Hazardous Materials have been discharged, buried, incinerated, deposited, placed or disposed.
(g) Except as set forth in Section 4.12(g) of the Disclosure Schedule, neither Northgate CNAC nor any of the Northgate its Subsidiaries has failed sent any Hazardous Material to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;
(vi) Northgate and the Northgate Subsidiaries hold Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsa site that, all such Environmental Approvals are in full force and effect, and neither Northgate nor any of the Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that Law, has been placed or, to the Knowledge of Parent, proposed for placement on the National Priorities List or any worksimilar state list or is subject to a Governmental Order from any Governmental Authority to take “removal”, undertaking“response”, study, report, assessment, repairs, constructions “corrective” or other expenditures are required Cleanup action or to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(vii) there are no changes in pay for the status, terms or conditions of any Environmental Approvals held by Northgate or any of the Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment cost of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with action at the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Northgate or any of the Northgate Subsidiaries following the Effective Date;
(viii) Northgate and the Northgate Subsidiaries have made available to Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health, and safety matters; and
(ix) to the knowledge of Northgate, none of Northgate and the Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability site under any Environmental LawsLaw.
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Sources: Unit Purchase Agreement (Cliffs Natural Resources Inc.)