SECTION ENVIRONMENTAL MATTERS. No condition or violation of Environmental Laws exists with respect to the Project, the Borrower, its Subsidiaries, any property owned or operated by the Borrower or its Subsidiaries or otherwise that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
SECTION ENVIRONMENTAL MATTERS. As of the Closing Date, except as would not have a Material Adverse Effect (or with respect to (c), (d) and (e) below, where the failure to take such actions would not have a Material Adverse Effect): Neither any Property of EEX or any Subsidiary nor the operations conducted thereon violate any order or requirement of any court or Governmental Authority or any Environmental Laws; Without limitation of clause (a) above, no Property of EEX or any Subsidiary nor the operations currently conducted thereon or, to the best knowledge of EEX, by any prior owner or operator of such Property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws; All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any and all Property of EEX and each Subsidiary, including without limitation past or present treatment, storage, disposal or release of a hazardous substance or solid waste into the environment, have been duly obtained or filed, and EEX and each Subsidiary are in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations; All hazardous substances, solid waste, and oil and gas exploration and production wastes, if any, generated at any and all Property of EEX or any Subsidiary have in the past been transported, treated and disposed of in accordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the best knowledge of EEX, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws; EEX has taken all steps reasonably necessary to determine and has determined that no hazardous substances, solid waste, or oil and gas exploration and production wastes, have been disposed of or otherwise released and there has been no threatened release of any hazardous substances on or to any Property of EEX or any Subsidiary except in com...
SECTION ENVIRONMENTAL MATTERS. EEX will, and will cause each Subsidiary to, establish and implement such procedures as may be reasonably necessary to continuously determine and assure that any failure of the following does not have a Material Adverse Effect: (i) all Property of EEX and its Subsidiaries and the operations conducted thereon and other activities of EEX and its Subsidiaries are in compliance with and do not violate the requirements of any Environmental Laws, (ii) no oil, hazardous substances or solid wastes are disposed of or otherwise released on or to any Property owned by any such party except in compliance with Environmental Laws, (iii) no hazardous substance will be released on or to any such Property in a quantity equal to or exceeding that quantity which requires reporting pursuant to Section 103 of CERCLA, and (iv) no oil, oil and gas exploration and production wastes or hazardous substance is released on or to any such Property so as to pose an imminent and substantial endangerment to public health or welfare or the environment. EEX and EEX Capital will promptly notify the Holders in writing of any threatened action, investigation or inquiry by any Governmental Authority of which EEX has knowledge in connection with any Environmental Laws which may have a Material Adverse Effect.
SECTION ENVIRONMENTAL MATTERS. Neither EEX nor any Subsidiary will cause or permit any of its Property to be in violation of, or do anything or permit anything to be done which will subject any such Property to any remedial obligations under, any Environmental Laws, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Property where such violations or remedial obligations would have a Material Adverse Effect.
SECTION ENVIRONMENTAL MATTERS. 1. Except for instances of noncompliance with or exceptions to any of the following representations and warranties that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:
SECTION ENVIRONMENTAL MATTERS. The Company is, and at all times has been, in full compliance with, and has not been and is not in violation of or liable under, any Environmental Law. 1.3
SECTION ENVIRONMENTAL MATTERS. The Company has delivered to ERP a true and complete copy of the environmental reports by third-party consulting firms listed on Schedule 2.10 of the Company Disclosure Letter (the "Company Environmental Reports"). To the Company's Knowledge, the Company Environmental Reports constitute all final environmental reports (including, without limitation, all final versions of environmental investigations and testing or laboratory analysis made by or on behalf of the Company or any of the Company Subsidiaries) with respect to the Company Properties owned by the Company in the possession of the Company or any Company Subsidiary. With respect to each Company Property owned by the Company, except for any condition that individually or in the aggregate would not be reasonably likely to have a Company Material Adverse Effect, (a) no Hazardous Substances (as defined below) have been used, stored, manufactured, treated, processed or transported to or from any such Company Property owned by the Company except as necessary to the conduct of business and in compliance with Environmental Laws (as defined below); (b) no unlawful spills, releases, discharges or disposals of Hazardous Substances have occurred or are presently occurring on or from such Company Property owned by the Company; (c) such Company Property owned by the Company and the business conducted thereon are not in violation of Environmental Laws; and (d) the Company and the Company Subsidiaries have not received and do not reasonably expect to receive any notice of potential responsibility, letter of inquiry or notice of alleged liability under any Environmental Law from any Person regarding such Company Property or the business conducted thereon, provided, however, that with respect to any Company Property covered by an Environmental Report, the representation contained in this Section 2.10 covers only that period following the date of such Environmental Report. For the purposes of this Section 2.10 only, "Company Properties" shall be deemed to include all property formerly owned by the Company or the Company Subsidiaries; solely, however, as to the period of time when such property was so owned by the Company or the Company Subsidiaries.
SECTION ENVIRONMENTAL MATTERS. Except for matters disclosed on SCHEDULE 5 hereto, and after giving effect to the Closing Transactions, no operation conducted by any Credit Party and no real or personal property now or previously owned or leased by any Credit Party (including, without limitation, Mineral Interests) and no operations conducted thereon, and to any Credit Parties' knowledge, no operations of any prior owner, lessee or operator of any such properties, is or has been in violation of any Applicable Environmental Law other than violations which neither individually nor in the aggregate could result in a Material Adverse Change. Except for matters disclosed on SCHEDULE 5 hereto, and after giving effect to the Closing Transactions, no Credit Party, nor any such property nor operation is the subject of any existing, pending or, to any Credit Parties' knowledge, threatened Environmental Complaint which could,
SECTION ENVIRONMENTAL MATTERS. Except where the failure to do so would not have a reasonable probability of having a material adverse effect on the business, operations or financial position of Borrower and its Restricted Subsidiaries, considered as a whole, the Borrower will (a) employ, and cause each of its Restricted Subsidiaries to employ, appropriate technology and compliance procedures to maintain compliance with all applicable Environmental Laws, (b) obtain and maintain, and cause each of its Restricted Subsidiaries to obtain and maintain, all material permits required by applicable Environmental Laws in connection with its or its Restricted Subsidiaries' operations, and (c) dispose of, and cause each of its Restricted Subsidiaries to dispose of, any and all substances reasonably known by Borrower to be hazardous or toxic substances only at facilities and with carriers reasonably believed to possess valid permits under applicable Environmental Laws. J.
SECTION ENVIRONMENTAL MATTERS. In the ordinary course of its business, the Company conducts a systematic review of the effects and reasonably ascertainable associated liabilities and costs of Environmental Laws on the business, operations and properties of the Company and its Subsidiaries. The associated liabilities and costs include, without limitation: any capital or operating expenditures required for clean-up or closure of properties presently or previously owned; any capital or operating expenditures required to achieve or maintain compliance with Environmental Laws; any constraints on operating activities related to achieving or maintaining compliance with Environmental Laws, including any periodic or permanent shutdown of any facility or reduction in the level or change in the nature of operations conducted thereat; any costs or liabilities in connection with off-site disposal of wastes or hazardous substances; and any actual or potential liabilities to third parties, including employees, arising under Environmental Laws, and any related costs and expenses. On the basis of this review, the Company has reasonably concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, could not reasonably be expected to have a Material Adverse Effect. 1.2. 1.3.
