Other Environmental Matters. To the knowledge of Seller, Seller has not caused or taken any action that resulted in, and Seller is not subject to, any material liability or obligation on the part of Seller, relating to (x) the environmental conditions on, under, or about the Real Property or other properties or assets owned, leased, operated or used by Seller in the Business including without limitation, the air, soil and groundwater conditions at such properties or (y) the use, management, handling, transport, treatment, generation, storage, disposal or Release of any Hazardous Materials by Seller.
Other Environmental Matters. As to all operations relating to the business: (a) Alanco and its Subsidiaries have complied with all applicable federal, state and local laws, regulations, rulings and guidelines (collectively referred to as "Environmental Laws") in all material respects relating to any Materials used, generated, managed, handled, treated, stored or disposed of at, or moved or transported from, the sites where the Business is conducted; (b) neither Alanco nor any Subsidiary has received any notices that it has been designated as a "Potentially Responsible Party," a "Responsible Party," (as those terms are defined, used or construed pursuant to CERCLA or its state or local counterparts) or a defendant in any action, suit or proceeding pursuant to any Environmental Law; (c) no Materials have been delivered to any site listed by the United States Environmental Protection Agency (i.e., CERCLA or NPL) or by any state as a site that actually or potentially requires investigation or remedial action; (d) neither Alanco nor any Subsidiary is a party to, have received notice of, or is aware of any actual or threatened litigation or administrative proceedings concerning environmental claims or liabilities; and (e) there are no environmental studies or reports in the possession or control of Alanco or any Subsidiary.
Other Environmental Matters. To the best knowledge of Seller and Shareholders, there are no underground storage tanks on any portion of the Real Estate, and, to the best knowledge of Seller and Shareholders, the Real Estate is free of dangerous levels of naturally-emitted radon. To the best knowledge of Seller and Shareholders, no portion of the Real Estate has ever been used as a landfill. Seller has furnished to Buyer a copy of any environmental audit, study, report or other analysis on the Real Estate, which Seller or its Affiliates obtained or was furnished.
Other Environmental Matters. Except as described on Schedule 3.15(b) and where such action or condition would not cause a Material Adverse Effect, the Company has not caused or taken any action that resulted in, and the Company is not subject to, any liability or obligation relating to (i) the environmental conditions on, under, or about the Leased Real Property or other properties or assets owned, leased, operated or used by the Company, including the air, soil and groundwater conditions at such properties, or (ii) the use, management, handling, transport, treatment, generation, storage, disposal or Release of any Hazardous Substances by the Company.
Other Environmental Matters. (a) Except as set forth in Schedule 5.30, (i) the Loan Parties and their Subsidiaries are and have been in compliance with all Environmental Laws, except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect; (ii) the Loan Parties and their Subsidiaries have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not reasonably be expected to have a Material Adverse Effect, and all such Environmental Permits are valid, uncontested and in good standing; (iii) no Loan Party and no Subsidiary of a Loan Party is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in a Material Adverse Effect, and no Loan Party and no Subsidiary of a Loan Party has permitted any current or former tenant or occupant of the Real Property to engage in any such operations; (iv) no notice has been received by any Loan Party or any of its Subsidiaries identifying it as a “potentially responsible party” or requesting information under CERCLA or analogous laws, and to the knowledge of the Loan Parties, there are no facts, circumstances or conditions that could reasonably be expected to result in any Loan Party or any Subsidiary of a Loan Party being identified as a “potentially responsible party” under CERCLA or analogous laws; and (v) the Loan Parties have provided to Agent copies of all existing environmental reports, reviews and audits and all written information pertaining to actual or potential Environmental Liabilities, in each case relating to any Loan Party and its Subsidiaries.
Other Environmental Matters. (a) As of the Measurement Date, to the knowledge of the ACE Selling Parties, (i) there does not exist on, at, in or under the Casino Property or any other real property presently or formerly owned, leased, operated or used by ACE Lo any Hazardous Substance that would reasonably be expected to give rise to a material liability and (ii) ACE Lo is in compliance in all material respects with all applicable Environmental Laws.
Other Environmental Matters. (a) As of the Measurement Date, to the knowledge of the AREH Selling Parties, there does not exist on, at, in or under the Adjacent Real Property or any other real property presently or formerly owned, leased, operated or used by any of the AREH Subs any Hazardous Substance that would reasonably be expected to give rise to a material liability. As of the Measurement Date, to the knowledge of the AREH Selling Parties, each of the AREH Subs is in compliance in all material respects with all applicable Environmental Laws.
Other Environmental Matters. As to all operations relating to the Business: (a) Jadco has complied with all applicable federal, state and local laws, regulations, rulings and guidelines (collectively referred to as "Environmental Laws") in all material respects relating to any Materials used, generated, managed, handled, treated, stored or disposed of at, or moved or transported from, the sites where its business is conducted; (b) Jadco has not received any notices that it has been designated as a "Potentially Responsible Party," a "Responsible Party," (as those terms are defined, used or construed pursuant to CERCLA or its state or local counterparts) or a defendant in any action, suit or proceeding pursuant to any Environmental Law; (c) no Materials have been delivered to any site listed by the United States Environmental Protection Agency (i.e., CERCLA) or by any state as a site that actually or potentially requires investigation or remedial action; (d) Jadco is not a party to, has received notice of, or is aware of any actual or threatened litigation or administrative proceedings concerning environmental claims or liabilities; and (e) there are no environmental studies or reports in the possession or control of Jadco.
Other Environmental Matters. One of the Loan Parties or their affiliates formerly owned a site in Roscoe, Illinois, which is known to have contamination associated with the release of chlorinated solvents. Xxxx Corporation, which formerly owned the Roscoe facility and sold it to Colfax Corporation, is responsible for remediating the contamination in the area of the former plant. It is the Loan Parties’ understanding that the remediation is being done pursuant to an order. In 2004, Colfax Corporation sold the power transmission business to the Company and retained ownership of the Roscoe, Illinois property and any losses arising from the ownership of the Roscoe, Illinois property. Note, the contamination did not occur while the Loan Parties or their affiliates owned or operated the site. • A Liability Determination Report dated December 15, 1995 was issued by the Michigan Department of Environmental Qualify, Environmental Response Division, Saginaw Bay District Headquarters with respect to 000 X. Xxxxxxxxxx Xxxxx, Xx. Xxxxxxxx, Xxxxxxxx that indicated that solid and groundwater at the facility was contaminated with hazardous substances. • Xxxxxxxxx-Xxxx’x environmental consulting division continues to monitor xxxxx at Xxxxxx Manufacturing Corporation’s Syracuse and Toronto plants. • As with most manufacturers, the Loan Parties generate hazardous wastes, which are transported off site for treatment or disposal. A party that arranges for the disposal or treatment of hazardous wastes may be liable for the cost of remediating if the disposal or treatment site becomes contaminated. Schedule 3.12 (Material Agreements) M&A Agreements • LLC Purchase Agreement, dated as of October 25, 2004, among Warner Electric Holding, Inc., Colfax Corporation and Altra Holdings, Inc. • Assignment and Assumption Agreement, dated as of November 21, 2004, between Altra Holdings, Inc. and Altra Industrial Motion, Inc. • Share Purchase Agreement, dated as of November 7, 2005, among Altra Industrial Motion, Inc. and the stockholders of Hay Hall Holdings Limited listed therein • Asset Purchase Agreement, dated May 18, 2006, among Warner Electric LLC, Bear Linear LLC and the other guarantors listed therein • Agreement and Plan of Merger, dated February 17, 2007, among Altra Holdings, Inc., Forest Acquisition Corp. and XX Xxxx’x Corp. o Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 11, 2007, among Altra Holdings, Inc., Forest Acquisition Corp. and XX Xxxx’x Corp. Stockholders Agreements • Ame...
Other Environmental Matters. The Company has been named as a PRP under CERLCA and similar state laws at approximately 35 former waste treatment and/or disposal sites. In general, the Company is among several PRPs named at these sites. Based on the information known at this time, the Company's involvement at these sites generally arises from shipment of wastes by or for the Company in the ordinary course of business over many years to sites, now contaminated, that are owned and operated by third parties. Given the nature of the Company's involvement and the expected participation of a number of other PRP's at these sites, the Company does not believes its liability at these third party sites will be material. There can be no assurance, however, that costs associated with these sites, individually or in the aggregate, will not be material. The Company is also incurring expenses resulting from the remediation of certain Company-owned sites. In April 1997, the Company received a request from the New York State Department of Environmental Conservation to perform a Remedial Investigation and Feasibility Study relating to certain former surface impoundments previously closed by the Company at its Tonawanda, New York Terminal. The Company has indicated its willingness to perform a mutually acceptable Remedial Investigation and Feasibility Study. In 1994, the Company entered into an Administrative Consent Order ("ACO") with the West Virginia Division of Environmental Protection ("DEP") to undertake the investigation and remediation of a former lagoon at its former facility in Xxxxxx County, West Virginia. In accordance with the ACO, the Company has submitted a workplan to DEP to address potential sludge and soil contamination. The extent of groundwater remediation to be required, if any, has not been determined. The Company has also undertaken the removal of all underground storage tanks at its owned and operated facilities. This project is being managed by EnviroPower staff and will be completed by the end of 1998 at an estimated cost of $2 million, of which 1.5 million has been expended to date. Although the extent and timing of the litigation, settlement and possible cleanup costs at the foregoing sites, other than certain phases of the Bridgeport and West Caln Township sites, are not reasonably estimable at this time, it is anticipated that the Company will continue to incur costs with respect to such sites and there can be no assurance that such costs will not have a material adverse effe...
