Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Appears in 8 contracts
Samples: Credit Agreement (DPL Inc), Credit Agreement (DPL Inc), Assignment and Assumption (DPL Inc)
Environmental Compliance. (a) The Borrower will, and will cause each of its Restricted Subsidiaries is in compliance to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws governing in jurisdictions in which the Borrower or any of its businessRestricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except to where the extent that any such failure to so comply (together with any resulting penalties, fines or forfeitures) would could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries has received written noticeshall cause or allow the release of Hazardous Materials, solid waste or otherwise knowsother wastes on, that it is under or to any Real Property in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Restricted Subsidiary is a party holds any interest or that would affect the ability performs any of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected toits operations, in the aggregateviolation of any applicable Environmental Law, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would if such release could reasonably be expected to have a Material Materially Adverse Effect. There are no factsThe Borrower shall notify the Lenders promptly after its receipt of notice thereof, circumstances, conditions or occurrences on of any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to Environmental Claim which the Borrower receives involving any potential or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property actual material liability of the Borrower or any of its Subsidiaries; Restricted Subsidiaries arising in connection with any noncompliance with or violation of the requirements of any Environmental Law or a material Release or threatened Release of any Hazardous Materials, into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of any material Release of Hazardous Material on, under or from the Real Property in which the Borrower or any of its Restricted Subsidiaries holds or has held an interest, upon the Borrower’s learning thereof by receipt of notice that the Borrower or any of its Restricted Subsidiaries is or may be liable to any Person as a result of such Release or that the Borrower or such Restricted Subsidiary has been identified as potentially responsible for, or is subject to investigation by any Governmental Authority relating to, such Release, and (ii) to cause such real property to be subject to of the commencement or overt threat of any restrictions on the ownership, occupancy, use judicial or transferability administrative proceeding alleging a material violation of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLaws.
Appears in 4 contracts
Samples: Credit Agreement (Gray Television Inc), Credit Agreement (Gray Television Inc), Credit Agreement (Gray Television Inc)
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance shall: (a) comply (or cause compliance) at all times with all applicable Environmental Laws governing its businessLaws, except and (b) promptly take, or cause to be taken, any and all necessary remedial actions upon obtaining knowledge of the extent that presence, storage, use, disposal, transportation, release or discharge of any such failure to comply (together with any resulting penaltiesHazardous Materials on, fines under or forfeitures) would not reasonably be expected to have about the Mortgaged Property which has a Material Adverse EffectEffect or is in violation of any Environmental Laws. All licensesBorrower shall cause all remedial action with respect to Hazardous Material on, permitsunder or about the Mortgaged Property, registrations or approvals required for to comply with all applicable Environmental Laws and the conduct applicable policies, orders and directives of the business all federal, state and local Governmental Authorities. If Lender at any time has a reasonable basis to believe that there may be a violation of the Borrower and each of its Subsidiaries under any Environmental Law have been secured by, or any liability arising thereunder of, Borrower or related to the Mortgaged Property, Borrower shall, upon request from Lender, provide Lender with such reports, certificates, engineering studies and other written material or data as Lender may reasonably require to confirm compliance by Borrower and the Mortgaged Property with all applicable Environmental Laws. Borrower shall permit Lender, its authorized representatives, consultants or other Persons retained by Lender to enter upon, examine, test and each inspect the Mortgaged Property with regard to compliance with Environmental Laws, the presence of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals Hazardous Materials and the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability environmental condition of the Mortgaged Property and properties adjacent to the Land. Such entry, examination, testing and inspecting and reporting shall be at the expense of Borrower or such Subsidiary to operate any real property and no event if (x) an Event of Default has occurred and is continuing that, with the passage or (y) Lender has reasonably determined that there may be a violation of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower Environmental Law or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property liability arising under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably which expense shall be expected paid by Borrower to have a Material Adverse EffectLender within five (5) Business Days of written notice by Lender.
Appears in 4 contracts
Samples: Loan and Security Agreement (Lexicon Pharmaceuticals, Inc.), Loan and Security Agreement (Lexicon Pharmaceuticals, Inc./De), Loan and Security Agreement (Alexion Pharmaceuticals Inc)
Environmental Compliance. The Borrower and each of its Subsidiaries is Except as otherwise set forth in compliance with all Environmental Laws governing its businessSchedule 5.09 or as would not, except to individually or in the extent that any such failure to comply (together with any resulting penaltiesaggregate, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of : (i) the Borrower and each of its Subsidiaries under any respective Subsidiaries, including their respective operations and properties, are in compliance with all Environmental Law have been secured Laws and the Borrower possess and each of its Subsidiaries is are in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither with all Environmental Permits;(ii) neither the Borrower nor any of its Subsidiaries has received any written notice, notices or otherwise knows, that it is in claims relating to any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability Environmental Liability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There its Restricted Subsidiaries; (iii) there are no environmental claims pending and have never been any underground or above ground 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 property currently owned or operated by Borrower or any of its Restricted Subsidiaries or, to the best knowledge of the BorrowerLoan Parties, on any property formerly owned or operated by the Borrower or any of its Restricted Subsidiaries in a condition that requires remedial or response action under any Environmental Law; (iii) there is no asbestos or asbestos-containing material in a condition that violates any Environmental Law on any property currently owned or operated by any Loan Party or any of its Restricted Subsidiaries; (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or, to the knowledge of any Loan Party, formerly owned or operated by the Borrower or any of its Restricted Subsidiaries in a condition that requires remedial or response action under any Environmental Law; (v) neither the Borrower nor any of its Restricted Subsidiaries is undertaking, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened wherein an unfavorable decisionrelease, ruling discharge or finding disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; (vi) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by the Borrower or any of its Restricted Subsidiaries have been disposed of in a manner that would not reasonably be expected to have a Material Adverse Effect. There result in liability to any Loan Party and (viii) to the knowledge of any Loan Party, there are no facts, circumstances, conditions or occurrences on which are expected to result in any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property Environmental Liability of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Avient Corp), Credit Agreement (Polyone Corp), Credit Agreement (Polyone Corp)
Environmental Compliance. The Borrower 39.01. Tenant shall, at Tenant's sole cost and each expense, comply with the New Jersey Industrial Site Recovery Act and the regulations promulgated thereunder (referred to as "ISRA") as same relate to Tenant's occupancy of the Demised Premises, as well as all other state, federal or local environmental law, ordinance, rule, or regulation either in existence as of the date hereof or enacted or promulgated after the date of this Lease, that concern the management, control, discharge, treatment and/or removal of hazardous discharges or otherwise affecting or affected by Tenant's use and occupancy of the Demised Premises. Tenant represents that Tenant's SIC number does not subject it to ISRA. Tenant shall, at Tenant's own expense, make all submissions to, provide all information to, and comply with all requirements of the Bureau of Industrial Site Evaluation (the "Bureau") of the New Jersey Department of Environmental Protection ("NJDEP"). Should the Bureau or any other division of NJDEP, pursuant to any other environmental law, rule, or regulation, determine that a cleanup plan be prepared and that a cleanup be undertaken because of any spills or discharge of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its Subsidiaries agents or contractors, then Tenant shall, at Tenant's own expense prepare and submit the required plans and financial assurances, and carry out the approved plans. In the event that Landlord shall have to comply with ISRA by reason of Landlord's actions, Tenant shall promptly provide all information requested by Landlord for preparation of non-applicability affidavits or a Negative Declaration and shall promptly sign such affidavits when requested by Landlord. Tenant shall indemnify, defend, and save harmless Landlord from all fines, suits, procedures, claims, and actions of any kind arising out of or in any way connected with any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its agents or contractors, and from all fines, suits, procedures, claims, and actions of any kind arising out of Tenant's failure to provide all information, make all submissions and take all actions required by the Bureau or any other division of NJDEP. Tenant's obligations and liabilities under this Paragraph shall continue so long as Landlord remains responsible for any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its agents or contractors. Tenant's failure to abide by the terms of this paragraph shall be restrainable by injunction. Tenant shall have no responsibility to obtain a "Negative Declaration" or "Letter of Non-Applicability" from the NJDEP if the sole reason for obtaining same is in compliance connection with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines a sale or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct other disposition of the business real estate by Landlord but Tenant agrees to cooperate with Landlord in Landlord's effort to obtain same and shall perform at Tenant's expense any clean up required by reason of Tenant's use and occupancy of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectDemised Premises.
Appears in 3 contracts
Samples: Lease (Pxre Group LTD), Lease Agreement (I Many Inc), And Attornment Agreement (I Many Inc)
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims under any Environmental Law pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, case where such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Dayton Power & Light Co), Credit Agreement (Dayton Power & Light Co), Credit Agreement (Dayton Power & Light Co)
Environmental Compliance. The Borrower and each of its Subsidiaries is in shall take prompt action to respond to any material non-compliance with all any of the Environmental Laws governing its business, except and shall regularly report to Lender on such response. Without limiting the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct generality of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries foregoing, whenever Lender reasonably determines that there is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticenon-compliance, or otherwise knows, that it is any condition which requires any action by or on behalf of Borrower in order to avoid any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing thatnon compliance, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except Borrower shall, at Lender's request and Borrower's expense: (a) cause an independent environmental engineer reasonably acceptable to Lender to conduct such tests of the site where Borrower's non-compliance or alleged non compliance with such Environmental Laws has occurred as to such non-compliance and prepare and deliver to Lender a report as to such non-compliance setting forth the results of such tests, a proposed plan for responding to any environmental problems described therein, and an estimate of the costs thereof and (b) provide to Lender a supplemental report of such engineer whenever the scope of such non-compliance, or Borrower's response thereto or the estimated costs thereof, shall change in each such caseany material respect. Borrower shall indemnify and hold harmless Lender, such environmental claims its directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) directly or restrictions that individually indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of Borrower and the preparation and implementation of any closure, remedial or other required plans. All representations, warranties, covenants and indemnifications in this Section shall survive the aggregate would not reasonably be expected to have a Material Adverse Effectpayment of the Obligations and the termination of this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Ecosystem Corp), Credit Agreement (GS Cleantech Corp), Credit Agreement (GS Energy CORP)
Environmental Compliance. The Borrower will comply in all material respects with any and each of its Subsidiaries is in compliance with all Environmental Laws governing its businessincluding, except without limitation, all Environmental Laws in jurisdictions in which the Borrower or any Subsidiary owns property, operates, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise. The Borrower will furnish to the extent Banks promptly after receipt thereof a copy of any notice the Borrower or any Subsidiary may receive from any governmental authority, private person or entity or otherwise that any such failure litigation or proceeding pertaining to comply (together with any resulting penaltiesenvironmental, fines health or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations safety matter has been filed or approvals required for the conduct of the business of is threatened against the Borrower and each of its Subsidiaries under or such Subsidiary, any Environmental Law have been secured and the Borrower and each of its Subsidiaries is real property in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party holds any interest or that would affect the ability any past or present operation of the Borrower or such Subsidiary Subsidiary. The Borrower will not allow the storage, release or disposal of hazardous waste, solid waste or other wastes on, under or to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by which the Borrower holds any interest or performs any of its Subsidiaries operations, in violation of any Environmental Law. As used in this subsection "litigation or on proceeding" means any Property adjacent to any such real propertydemand, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written claim, notice, that could reasonably be expected: suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any governmental authority, private person or entity or otherwise. The Borrower shall defend, indemnify and hold the Banks harmless against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (iincluding attorneys' fees) to form arising out of or resulting from the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property noncompliance of the Borrower or any Subsidiary with any Environmental Law provided that, so long as and to the extent that the Banks are not required to make any payment or suffer to exist any unsatisfied judgment, order or assessment against them, the Borrower may pursue rights of appeal to comply with such Environmental Laws. In any case of noncompliance with any Environmental Law by a Subsidiary, the Banks' recourse for indemnity in respect of the matters provided for in this Section 7.07 shall be limited solely to the property of the Subsidiary holding title to the property involved in such noncompliance and such recovery shall not be a Lien, or a basis of a claim of Lien or levy of execution, against either the Borrower's general assets or the general assets of any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Forest City Enterprises Inc), Credit Agreement (Forest City Enterprises Inc)
Environmental Compliance. The Borrower (i) In connection with or relating to the Facilities or Purchased Assets, to the Knowledge of the Selling Parties, the activities of the Selling Parties and each of its Subsidiaries is their Affiliates comply and have complied, in compliance all material respects, with all applicable Environmental Laws, and such Selling Parties or their Affiliates possess and comply, and have complied, with all applicable Environmental Permits required under such Laws governing its businessto operate as they currently operate, in each case in connection with or relating to the Facilities or Purchased Assets; (ii) except as would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect, there are no, and there have not been any, Materials of Environmental Concern at any of the Facilities or Purchased Assets under circumstances that have resulted in or are reasonably likely to result in Environmental Liability of the Sellers or any of their Affiliates under any applicable Environmental Laws; (iii) in connection with or relating to the Facilities or Purchased Assets, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) as would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct none of the business Sellers or their Affiliates has received any written notification alleging that it is liable for, or requesting information pursuant to section 104(e) of the Borrower Comprehensive Environmental Response, Compensation and each Liability Act or similar foreign, state or local Law concerning, any release or threatened release of its Subsidiaries Materials of Environmental Concern at any location except, with respect to any such notification or request for information concerning any such release or threatened release, to the extent such matter has been fully resolved such that no Environmental Liabilities exist and no further action is required with the appropriate foreign, federal, state or local regulatory authority or otherwise; and (iv) Sellers have made available to Parent all material reports of environmental assessments, audits and similar investigations in the possession of the Sellers and conducted since January 1, 2008 in connection with or relating to the Facilities or Purchased Assets. There are no Actions relating to the Facilities or Purchased Assets and arising under Environmental Laws pending or, to the Knowledge of the Selling Parties, threatened against the Selling Parties or any Environmental Law have been secured and of their Affiliates which would reasonably be expected to have, individually or in the Borrower and each of its Subsidiaries is in substantial compliance therewithaggregate, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither In connection with or relating to the Borrower nor any of its Subsidiaries has received written notice, Facilities or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunderPurchased Assets, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, at each property where Asbestos-Containing Material (“ACM”) has been identified, all ACM is non-friable, encapsulated or abated and the Sellers have implemented an Asbestos Operation and Management Plan if the ACM is still present.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (BioScrip, Inc.)
Environmental Compliance. The Borrower shall promptly comply, and each of its Subsidiaries is in compliance shall cause any lessee at the Property to comply, with all statutes, regulations and ordinances, and with all orders, decrees or judgments of Governmental Authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup of Hazardous Waste or Materials in, on or under the Property, any other Collateral, or any adjacent property, or incorporated in any Improvements, at Borrower's expense. In the event that Lender at any time believes that the Property or any other Collateral is not free of all Hazardous Waste or Materials or that Borrower or any lessee of the Property has violated any applicable Environmental Laws governing its business, except with respect to the extent that Property or any such failure other Collateral, then immediately, upon request by Lender, Borrower shall obtain and furnish to comply (together with any resulting penaltiesLender, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licensesat Borrower's sole cost and expense, permits, registrations or approvals required for the conduct an environmental audit and inspection of the business of Property or other Collateral from an expert satisfactory to Lender. In the event that Borrower fails to immediately obtain such audit or inspection, Lender or its agents may perform or obtain such audit or inspection at Borrower's sole cost and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithexpense. Lender may, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith but is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected obligated to, enter upon the Property and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best Property or other Collateral; and whether or not Borrower has actual knowledge of the Borrowerexistence of Hazardous Waste or Materials on the Property, threatened wherein an unfavorable decisionany other Collateral, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or property as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the date hereof, Borrower shall reimburse Lender as provided herein for the full amount of all costs and expenses incurred by Lender prior to Lender acquiring title to the Property through foreclosure or acceptance of a deed in lieu of foreclosure, in connection with such compliance activities. Neither this provision nor any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually provision herein or in the aggregate would Mortgage or related documents shall operate to put Lender in the position of an owner of the Property or any other Collateral prior to any acquisition of the Property by Lender. The rights granted to Lender herein and in the Mortgage or related documents are granted solely for the protection of Lender's lien and security interest covering the Property and other Collateral and do not reasonably be expected grant to have a Material Adverse EffectLender the right to control Borrower's actions, decisions or policies regarding Hazardous Waste or Materials.
Appears in 2 contracts
Samples: Purchase and Loan Agreement, Purchase and Loan Agreement
Environmental Compliance. LESSEE will so conduct and operate the Leased Premises as not to interfere in any way with the use and enjoyment of other portions of the same or neighboring buildings by others, by reason of offensive odors, smells, noise, accumulation of garbage or trash, vermin or other pests or otherwise and will, at its expense, employ a professional pest control service if necessary as a result of LESSEE’s operations. LESSEE agrees to maintain efficient and effective device for preventing damage to heating equipment from harmful solvents, degreasers, cutting oils, and the like, which may be used within the premises. No hazardous wastes, radioactive materials or chemical or harmful biological agents or materials of any sort shall be stored or allowed to remain within the Leased Premises at any time, without LESSOR’s prior notice and consent, which consent shall not be unreasonably withheld or delayed. LESSOR hereby expressly approves LESSEE’s storage and use of the chemicals and materials listed on Exhibit D attached hereto in the Leased Premises. Prior vacating the Leased Premises at the end of the Term (or any applicable extension), or sooner in the event of a default hereunder, LESSEE at its sole cost and expense shall provide LESSOR with an environmental audit by a qualified environmental engineering firm reasonably satisfactory to LESSOR. The Borrower aforesaid environmental audit shall affirmatively certify that the Leased Premises are free from any and each all contaminants, pollutants, radioactive materials, hazardous wastes or materials, bacteriological agents or organisms which would render the Leased Premises in violation of its Subsidiaries is G.L.c.21E, CERCLA, or XXXX, or any regulations, from time to time. LESSEE shall be responsible to LESSOR (and any Lenders to the Building) for any and all environmental hazards or conditions which did not appear on the environmental audit provided to LESSOR by the LESSEE, and which preclude or condition the foregoing affirmative certification due from LESSEE as contemplated above, to the extent said hazards or conditions are reasonably attributable to LESSEE’s activities and use of their space. LESSOR represents and warrants that to the best of LESSOR’s knowledge LESSOR has not received any current outstanding notices that the Building and all tenants of the Building are not in compliance with all Environmental Laws governing its businessapplicable environmental laws, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower rules and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectregulations.
Appears in 2 contracts
Samples: Attornment Agreement (Mersana Therapeutics, Inc.), Attornment Agreement (Mersana Therapeutics, Inc.)
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the best Borrower’s knowledge of the threatened, or judgments or orders relating to any Hazardous Materials (collectively called “Environmental Claims”) asserted or threatened against Borrower, threatened wherein an unfavorable decisionany predecessor owner, ruling tenant or finding would reasonably be expected operator or relating to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now currently or at any time formerly owned, leased or operated by Borrower including the Mortgaged Property. Except as disclosed in the Environmental Reports, to Borrower’s knowledge, neither Borrower nor any other Person has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of its Subsidiaries in a manner which could form the basis for an Environmental Claim against Borrower. Except as disclosed in the Environmental Reports, to Borrower’s knowledge, no Hazardous Materials in violation of applicable Environmental Laws are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on any Property real property currently or formerly owned, leased or operated by Borrower, including the Mortgaged Property, or to the knowledge of Borrower, on adjacent to any such parcels of real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability and no part of such real property under or, to the knowledge of Borrower no part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials in violation of applicable Environmental Laws or to any Environmental Lawextent which has, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not might reasonably be expected to have have, a Material Adverse Effect. Except as disclosed in the Environmental Reports, to Borrower’s knowledge, Borrower and the Mortgaged Property has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all permits, licenses or other authorizations required by applicable Environmental Laws.
Appears in 2 contracts
Samples: Loan and Security Agreement (Lexicon Pharmaceuticals, Inc.), Loan and Security Agreement (Lexicon Pharmaceuticals, Inc./De)
Environmental Compliance. The Borrower (a) Except as disclosed in Schedule B.13, to the knowledge of Lockheed Xxxxxx, Lockheed Xxxxxx’x ELV Business is and each of its Subsidiaries is has been in material compliance with all applicable Environmental Laws, and has obtained all material permits, licenses and other authorizations that are required under applicable Environmental Laws governing its business(“Environmental Permits”), except to where the extent that any such failure to comply (together with any resulting penaltiesbe in compliance or to have obtained all Environmental Permits has not had, fines or forfeitures) would and could not reasonably be expected to have have, a Material Adverse EffectEffect on Lockheed Xxxxxx’x ELV Business. All licensesExcept as set forth in Schedule B.13 and except as reserved against or referred to in the Lockheed Xxxxxx Opening Statement, permitsto the knowledge of Lockheed Xxxxxx, registrations (i) Lockheed Xxxxxx’x ELV Business is and has been in material compliance with the terms and conditions under which Environmental Permits were issued or approvals required for the conduct of the business of the Borrower granted, (ii) Lockheed Xxxxxx and each of its Subsidiaries hold all permits required by Environmental Laws that are appropriate to conduct Lockheed Xxxxxx’x ELV Business as presently conducted in all material respects and to operate the Lockheed Xxxxxx Contributed Assets in all material respects as they are presently operated; (iii) no suspension, cancellation or termination of any permit referred to in clause (ii) is pending or threatened; (iv) Lockheed Xxxxxx has not received written notice of any material Environmental Claim relating to or affecting Lockheed Xxxxxx’x ELV Business or the Lockheed Xxxxxx Contributed Assets, and there is no such threatened Environmental Claim; and (v) Lockheed Xxxxxx, in connection with its ELV Business or the Lockheed Xxxxxx Contributed Assets, has not entered into, agreed in writing to, and is not subject to any judgment, decree order or other similar requirement of any Governmental Authority under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunderLaws, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge case of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: clauses (i) to form the basis of an environmental claim against the Borrower through (v) where such failure or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownershipother circumstances has not had, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would and could not reasonably be expected to have have, a Material Adverse EffectEffect on Lockheed Xxxxxx’x ELV Business.
Appears in 2 contracts
Samples: Joint Venture Master Agreement (Boeing Co), Joint Venture Master Agreement (Lockheed Martin Corp)
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims under any Environmental Law pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental a claim under any Environmental Law against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, case where such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Dayton Power & Light Co), Credit Agreement (Dayton Power & Light Co)
Environmental Compliance. The Borrower Except as described in the Disclosed Matters: (a) Holdings and each of its Subsidiaries is have obtained and are in compliance with all permits, certificates, approvals, licenses and other authorizations (“Permits”) which are required under Environmental Laws governing its businessand necessary for their operations, except for such failures to the extent that any obtain or comply with such failure to comply (together with any resulting penalties, fines or forfeitures) Permits as would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written ; (b) no notice, or otherwise knowscitation, that it is in any respect in noncompliance withsummons, breach of or default under any applicable writ, order, judgment, injunctioncomplaint, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event enforcement action has occurred and is continuing thatbeen issued, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending orand, to the best knowledge of Borrowers, no investigation is pending, concerning any alleged failure of Holdings or any Subsidiary to have a required Permit, any alleged violation of Environmental Law or a Permit by Holdings or any Subsidiary, or any use, generation, treatment, storage, disposal or release of a Hazardous Material by Holdings or any Subsidiary or Predecessor, except for such event or events as would not individually or in the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to aggregate have a Material Adverse Effect. There are no facts; (c) to the best knowledge of Borrowers, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or neither Holdings nor any of its Subsidiaries nor its Predecessor has used, generated, transported, stored, disposed, discharged, released or on threatened to release any Hazardous Materials on, from or under the Real Property adjacent to any such real property, that are known by the Borrower which would result in a violation of or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property liability under any Environmental Law, except in each for such caseviolations or liabilities as would not, such environmental claims or restrictions that individually or in the aggregate aggregate, constitute a Material Adverse Effect or be materially adverse to the interests of the Lenders; (d) to the best knowledge of Borrowers, no condition exists on the Real Property that violates or creates liability under the Environmental Laws which would not reasonably be expected to have individually or in the aggregate, constitute a Material Adverse Effect; and (e) there are no Liens under Environmental Laws on the interests of any Credit Party in any Real Property, and no governmental actions have been taken, or to Borrowers’ knowledge are pending, which could subject such property to such Liens. Notwithstanding anything to the contrary herein, no representation or warranty is made by the Borrowers under this Section 3.08 as to any environmental conditions or activities of Predecessor, or any violation or liability resulting therefrom, to the extent that the United States Government has assumed responsibility for such condition, activity, violation or liability.
Appears in 2 contracts
Samples: Credit Agreement (Usec Inc), Revolving Credit Agreement (Usec Inc)
Environmental Compliance. The Borrower and each Except for copper emissions from the Subsidiary's plant in Durham, North Carolina (which emissions do no violate applicable Environmental Laws), hazardous materials have not been released or disposed of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that on any such failure to comply (together with any resulting penalties, fines property owned or forfeitures) would not reasonably be expected to have leased by a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, any property adjoining any such properties. All environmental permits have been obtained and are in effect for the operations conducted at all property owned or leased by the Borrower or any of its Subsidiaries. The Borrower and each of its Subsidiaries are in material compliance with all applicable Environmental Laws and all environmental permits. The Borrower and each of its Subsidiaries have disposed of all wastes generated, including wastes containing hazardous materials, in material compliance with all applicable Environmental Laws and environmental permits. There are no past, pending or, to the actual knowledge of the Borrower, threatened wherein an unfavorable decision, ruling environmental claims against the Borrower or finding would reasonably be expected to any of its Subsidiaries that individually or in the aggregate could have a Material Adverse Effect. There No property owned or leased by the Borrower or any of its Subsidiaries, or to the best knowledge of the Borrower, any property adjoining any such property, is listed or proposed for listing on the National Priorities List under CERCLA or on any other list maintained by any governmental authority of sites requiring environmental investigation or cleanup. Neither the Borrower nor any if its Subsidiaries has transported or arranged for the transportation of any hazardous materials to any location that is listed or proposed for listing on the National Priorities List under CERCLA or on any other analogous list or, to the best knowledge of the Borrower, to any location that is the subject of any environmental claim. To the best knowledge of the Borrower, there are no facts, circumstances, conditions circumstances with respect to any property owned or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on the operations of any Property adjacent to any such real property, that are known by of the Borrower or as to which the Borrower or any such Subsidiary has received written notice, its Subsidiaries that could reasonably be expected: anticipated (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries such Subsidiary or any real property of owned or leased by the Borrower or any of its Subsidiaries; Subsidiary that individually or in the aggregate might result in a Material Adverse Effect or (ii) to cause such real any property owned or leased by the Borrower or any Subsidiary to be subject to any restrictions on the ownership, occupancy, use or 44 53 transferability of such real property under any applicable Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Om Group Inc), Credit Agreement (Om Group Inc)
Environmental Compliance. The Borrower will comply in all material respects with any and each of its Subsidiaries is in compliance with all Environmental Laws governing its businessincluding, except without limitation, all Environmental Laws in jurisdictions in which the Borrower or any Subsidiary owns property, operates, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise. The Borrower will furnish to the extent Banks promptly after receipt thereof a copy of any notice the Borrower or any Subsidiary may receive from any governmental authority, private person or entity or otherwise that any such failure litigation or proceeding pertaining to comply (together with any resulting penaltiesenvironmental, fines health or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations safety matter has been filed or approvals required for the conduct of the business of is threatened against the Borrower and each of its Subsidiaries under or such Subsidiary, any Environmental Law have been secured and the Borrower and each of its Subsidiaries is real property in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party holds any interest or that would affect the ability any past or present operation of the Borrower or such Subsidiary Subsidiary. The Borrower will not allow the storage, release or disposal of hazardous waste, solid waste or other wastes on, under or to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by which the Borrower holds any interest or performs any of its Subsidiaries operations, in violation of any Environmental Law. As used in this subsection “litigation or on proceeding” means any Property adjacent to any such real propertydemand, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written claim, notice, that could reasonably be expected: suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any governmental authority, private person or entity or otherwise. The Borrower shall defend, indemnify and hold the Banks harmless against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (iincluding attorneys’ fees) to form arising out of or resulting from the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property noncompliance of the Borrower or any Subsidiary with any Environmental Law provided that, so long as and to the extent that the Banks are not required to make any payment or suffer to exist any unsatisfied judgment, order or assessment against them, the Borrower may pursue rights of appeal to comply with such Environmental Laws. In any case of noncompliance with any Environmental Law by a Subsidiary, the Banks’ recourse for indemnity in respect of the matters provided for in this Section 7.07 shall be limited solely to the property of the Subsidiary holding title to the property involved in such noncompliance and such recovery shall not be a Lien, or a basis of a claim of Lien or levy of execution, against either the Borrower’s general assets or the general assets of any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Forest City Enterprises Inc), Credit Agreement (Forest City Enterprises Inc)
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance shall promptly comply with all statutes, regulations and ordinances, and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup of Hazardous Waste or Materials in, on or under the Property or any adjacent property, or incorporated in any Improvements, at Borrower's expense. In the event that Lender at any time believes that the Property is not free of all Hazardous Waste or Materials or that Borrower has violated any applicable Environmental Laws governing its business, except with respect to the extent that any such failure Property, then immediately, upon request by Lender, Borrower shall obtain and furnish to comply (together with any resulting penaltiesLender, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licensesat Borrower's sole cost and expense, permits, registrations or approvals required for the conduct an environmental audit and inspection of the business of Property from an expert satisfactory to Lender. In the event that Borrower fails to immediately obtain such audit or inspection, Lender or its agents may perform or obtain such audit or inspection at Borrower's sole cost and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithexpense. Lender may, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith but is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected obligated to, enter upon the Property and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best Property; and whether or not Borrower has actual knowledge of the Borrower, threatened wherein an unfavorable decision, ruling existence of Hazardous Waste or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences Materials on any real property now or at any time owned, leased or operated by the Borrower Property or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or property as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the date hereof, Borrower shall reimburse Lender as provided herein for the full amount of all costs and expenses incurred by Lender prior to Lender acquiring title to the Property through foreclosure or acceptance of a deed in lieu of foreclosure, in connection with such compliance activities. Neither this provision nor any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually provision herein or in the aggregate would Mortgage or related documents shall operate to put Lender in the position of an owner of the Property prior to any acquisition of the Property by Lender. The rights granted to Lender herein and in the Mortgage or related documents are granted solely for the protection of Lender's lien and security interest covering the Property and do not reasonably be expected grant to have a Material Adverse EffectLender the right to control Borrower's actions, decisions or policies regarding Hazardous Waste or Materials.
Appears in 2 contracts
Samples: Loan Agreement (International Absorbents Inc), Tax Exempt Loan Agreement (International Absorbents Inc)
Environmental Compliance. The Borrower Mortgagor hereby represents and each warrants to the Mortgagee that: there is not in, on or about the Mortgaged Premises any product or substance (including, without restriction, contaminants, wastes, hazardous or toxic materials), equipment or anything else which contravenes any statute, regulation, by-law, order, direction or equivalent relating to the protection of its Subsidiaries the environment or which is not being dealt with according to best recognized practices relating to the environment; to the best of the knowledge of the Mortgagor, no circumstance has existed on the Mortgaged Premises, or exists or has existed on any land adjacent to the Mortgaged Premises, that constitutes or could reasonably constitute a contravention of any statute, regulation, order, by-law, direction or equivalent relating to the protection of the environment; no claim or notice of any action, investigation or proceeding of any kind has been threatened, made or issued, or is pending, relating to any environmental condition on the Mortgaged Premises; the Mortgaged Premises are being used in compliance with all Environmental Laws governing its businessstatutes, except regulations, orders, by-laws, directions and equivalent relating to the extent that protection of the environment; and it has obtained any such failure to comply (together with any resulting penaltiesand all certificates, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or permits and/or approvals required for to (i) permit the Mortgagor to construct, alter or remove the improvements situated on the Mortgaged premises; and (ii) conduct its business operations on the Mortgaged Premises. The Mortgagor hereby covenants and agrees with the Mortgagee as follows: the Mortgagor shall give to the Mortgagee immediate notice, in writing, of any material change in circumstances in respect of the business Mortgaged Premises or adjacent land which would cause any of the Borrower representations and each of its Subsidiaries under any Environmental Law have been secured warranties contained in the immediately preceding paragraphs (a) to (e) inclusive to become untrue; and the Borrower Mortgagor shall not permit or create, and each shall not allow anyone else to permit or create, any circumstance on the Mortgaged Premises which would constitute or could reasonably constitute a contravention of its Subsidiaries is in substantial compliance therewithany statute, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writregulation, order, judgmentby-law, injunction, direction or decree equivalent relating to which the Borrower or such Subsidiary is a party or that would affect the ability protection of the Borrower or such Subsidiary environment. If a contaminant is discovered on the Mortgaged Premises, the Mortgagor shall give to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected toMortgagee immediate notice, in the aggregatewriting, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrowerdiscovery of a contaminant. The Mortgagor shall, threatened wherein at its sole cost, retain an unfavorable decision, ruling or finding would reasonably be expected to have environmental consultant from a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated list of consultants approved by the Borrower or any of its Subsidiaries or on any Property adjacent Mortgagee. The consultant shall perform such assessments, investigations, studies and tests as may be required to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expecteddetermine: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property potential effect of the Borrower or any of its Subsidiariescontaminant on human health and the environment; or (ii) the lateral and vertical extent of the contamination; (iii) the source of the contamination; and (iv) the cost of the remediation of the contamination. The Mortgagor shall immediately deliver to the Mortgagee copies of all reports, studies or other documents prepared by the consultant. The Mortgagor, at its sole cost and expense, shall comply or cause its tenants, agents and invitees, at their sole cost and expense, to comply with all federal, provincial and municipal laws, rules, regulations and orders with respect to the discharge and removal of hazardous or toxic waste, and with respect to the discharge of contaminants into the natural environment, pay immediately when due the cost of removal of any such real property waste or contaminants and the cost of any improvements necessary to deal with such waste or contaminants and keep the Mortgaged Premises free and clear of any lien imposed pursuant to such laws, rules and regulations. In the event the Mortgagor fails to do so, after notice to the Mortgagor, and after the expiration of the earlier of: any applicable cure period under this Mortgage; or the cure period under the applicable law, rule, regulation or order, then the Mortgagee, at its sole option, may declare this Mortgage to be subject to any restrictions on in default. The Mortgagor shall indemnify and hold harmless the ownershipMortgagee (and its directors, occupancyofficers, use employees and agents) from and against all loss, cost, damage or transferability of such real property under any Environmental Lawexpenses (including, except in each such casewithout limitation, such environmental claims or restrictions that individually or legal fees and costs incurred in the aggregate would not reasonably be expected investigation, defence and settlement of any claim or any costs to have a Material Adverse Effectremediate any contamination or to ensure compliance with applicable environmental laws, regulations, orders or guidelines), relating to the presence of any hazardous waste or contaminant or due to the Mortgagor's failure to comply with the covenants and provisions of this Section 29. This indemnity shall survive the discharge of the Mortgage or the release from this Mortgage of part or all of the Mortgaged Premises.
Appears in 1 contract
Samples: www.rbcroyalbank.com
Environmental Compliance. The Borrower and each of its Subsidiaries is Except as otherwise set forth in compliance with all Environmental Laws governing its businessSchedule 5.09 or as would not, except to individually or in the extent that any such failure to comply (together with any resulting penaltiesaggregate, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of : (i) the Borrower and each of its Subsidiaries under any respective Subsidiaries, including their respective operations and properties, are in compliance with all Environmental Law have been secured Laws and the Borrower possess and each of its Subsidiaries is are in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither with all Environmental Permits;(ii) neither the Borrower nor any of its Subsidiaries has received any written notice, notices or otherwise knows, that it is in claims relating to any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability Environmental Liability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There its Restricted Subsidiaries; (iii) there are no environmental claims pending and have never been any underground or above ground 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 property currently owned or operated by Borrower or any of its Restricted Subsidiaries or, to the best knowledge of the BorrowerLoan Parties, on any property formerly owned or operated by the Borrower or any of its Restricted Subsidiaries in a condition that requires remedial or response action under any Environmental Law; (iii) there is no asbestos or asbestos-containing material in a condition that violates any Environmental Law on any property currently owned or operated by any Loan Party or any of its Restricted Subsidiaries; (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or, to the knowledge of any Loan Party, formerly owned or operated by the Borrower or any of its Restricted Subsidiaries in a condition that requires remedial or response action under any Environmental Law; (v) neither the Borrower nor any of its Restricted Subsidiaries is undertaking, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened wherein an unfavorable decisionrelease, ruling discharge or finding disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; (vi) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by the Borrower or any of its Restricted Subsidiaries have been disposed of in a manner that would not reasonably be expected to have a Material Adverse Effect. There result in liability to any Loan Party and (viii) to the knowledge of any Loan Party, there are no facts, circumstances, conditions or occurrences on which are expected to result in any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property Environmental Liability of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.. 5.10
Appears in 1 contract
Samples: Credit Agreement (Avient Corp)
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in 62 47354535_7 each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (DPL Inc)
Environmental Compliance. The Borrower and each of its Subsidiaries is Except as disclosed in compliance with all Environmental Laws governing its businessSeller's Disclosure Schedule, except as to Hazardous Substances currently located above ground and except as disclosed with specificity (as to nature and quantity) in (a) the environmental reports referenced in Seller's Disclosure Schedule or (b) the environmental reports prepared for Buyer or Western by an environmental consultant under contract with Buyer or Western and delivered to Buyer or Western prior to the extent that end of the Due Diligence Period, (i) neither the Company nor any such failure Subsidiary has (or, prior to comply the Closing Date, will have) generated, used, transported, treated, stored, released or disposed of, or suffered or permitted anyone else to generate, use, transport, treat, store, release or dispose of any Hazardous Substance on any Property in violation of any Laws; (together ii) there has not been, and prior to the Closing Date there will not be, any generation, use, transportation, treatment, storage, release or disposal of any Hazardous Substance in connection with the conduct of the Business of the Company or any resulting penaltiesSubsidiary or the use of any Property or facility of the Company or of any Subsidiary or, fines to the best of the Company's knowledge, any nearby or forfeitures) would not adjacent properties or facilities, which has created or might reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations create any liability under any Laws or approvals required for which would require reporting to or notification of any Governmental Entity; (iii) to the conduct best of the business Company's knowledge, there is not and prior to the Closing Date there will not be any Hazardous Substances present at any property or facility, other than the properties or facilities of the Borrower Company or any Subsidiary, for which the Company or any Subsidiary is responsible by reason of events antedating the Closing; (iv) no asbestos or polychlorinated biphenyl or underground storage tank is contained in or located at any facility of the Company or any Subsidiary that is not operated and each maintained in compliance with applicable law; and (v) any Hazardous Substance handled or dealt with in any way in connection with the businesses of the Company or any Subsidiary, whether before or during Seller's ownership, has been and is being handled or dealt with in all material respects in compliance with applicable Laws. Insecticide, fungicide, and rodenticide, and other pesticide inventories of the Company and its Subsidiaries under are comprised only of such substances as are properly registered with the Environmental Protection Agency in accordance with the Federal Insecticide, Fungicide and Rodenticide Act, U.S.C. Section 136 et seq., and none of such has been used, handled, or applied other than in material compliance with applicable Laws and regulations and manufacturers' labels and instructions. The Company represents and warrants that (A) neither the Company or any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries Subsidiary has received written noticein writing either a "Special Notice" or a "General Notice" from the United States Environmental Protection Agency (or from any state or local governmental agencies) with regard to any Superfund Site, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, (B) to the best knowledge of the BorrowerCompany, threatened wherein an unfavorable decision, ruling no tenant or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or lessor at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectnotice(s).
Appears in 1 contract
Samples: Stock Purchase and Contribution Agreement (Western Investment Real Estate Trust)
Environmental Compliance. (a) The Borrower Loan Parties and each of its their respective Subsidiaries is (i) have complied and are in compliance with all applicable Environmental Laws governing its businessLaws, except to and (ii) have not received any written claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, except, for clauses (i) or (ii), as could not, individually or in the extent that any such failure to comply (together with any resulting penaltiesaggregate, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct (b) None of the business properties currently or, to the knowledge of the Borrower and each of its Subsidiaries under Loan Parties, formerly owned or operated by any Environmental Law have been secured and the Borrower and each Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or any analogous foreign, state or local list or, to the knowledge of the Loan Parties, is adjacent to any such property; there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in substantial compliance therewithwhich Hazardous Materials are being or have been treated, except for such licenses, permits, registrations stored or approvals the failure to secure disposed on any property currently owned or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor operated by any Loan Party or any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the BorrowerLoan Parties, threatened wherein an unfavorable decisionon any property formerly owned or operated by any Loan Party or any of its Subsidiaries, ruling or finding in a manner that would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent result in material liability under Environmental Laws to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower Loan Party or any of its Subsidiaries; there is no asbestos or (ii) to cause such real asbestos-containing material on any property to be subject to currently owned or operated by any restrictions on the ownership, occupancy, use Loan Party or transferability any of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions its Subsidiaries that individually or in the aggregate would not reasonably be expected to have result in material liability under Environmental Laws to any Loan Party or any of its Subsidiaries; and neither any Loan Party nor any of its Subsidiaries, nor, to the knowledge of the Loan Parties, any other Person, has released, discharged or disposed of Hazardous Materials on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries in a Material Adverse Effect.manner that would reasonably be expected to result in material liability under Environmental Laws to any Loan Party or any of its Subsidiaries. (c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and 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, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and neither any Loan Party nor any of its Subsidiaries nor, to the knowledge of the Loan Parties, any other Person, has disposed of any Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries in a manner that would reasonably be expected to result in material liability under Environmental Laws to any Loan Party or any of its Subsidiaries. 5.10
Appears in 1 contract
Environmental Compliance. The Borrower 39.01. Tenant shall, at Tenant's sole cost and each expense, comply with the New Jersey Industrial Site Recovery Act and the regulations promulgated hereunder (referred to as "ISRA") as same relate to Tenant's occupancy of the Demised Premises, as well as all other state, federal or local environmental law, ordinance, rule, or regulation either in existence as of the date hereof or enacted or promulgated after the date of this Lease, that concern the management, control, discharge, treatment and/or removal of hazardous discharges or otherwise affecting or affected by Tenant's use and occupancy of the Demised Premises. Tenant represents that Tenant's SIC number is 7398, and does not subject it to ISRA. Tenant shall, at Tenant's own expense, make all submissions to, provide all information to, and comply with all requirements of the Bureau of Industrial Site Evaluation (the "Bureau") of the New Jersey Department of Environmental Protection ("NJDEP"). Should the Bureau or any other division of NJDEP, pursuant to any other environmental law, rule, or regulation, determine that a cleanup plan be prepared and that a cleanup be undertaken because of any spills or discharge of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its Subsidiaries agents or contractors, then Tenant shall, at Tenant's own expense prepare and submit the required plans and financial assurances, and carry out the approved plans. In the event that Landlord shall have to comply with ISRA by reason of Landlord's actions, Tenant shall promptly provide all information requested by Landlord for preparation of non-applicability affidavits or a Negative Declaration and shall promptly sign such affidavits when requested by Landlord. Tenant shall indemnify, defend, and save harmless Landlord from all fines, suits, procedures, claims, and actions of any kind arising out of or in any way connected with any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its agents or contractors, and from all fines, suits, procedures, claims, and actions of any kind arising out of Tenant's failure to provide all information, make all submission and take all actions required by the Bureau or any other division of NJDEP. Tenant's obligations and liabilities under this Paragraph shall continue so long as Landlord remains responsible for any spills or discharges of hazardous substances or wastes at the Demised Premises, which occur during the term of this Lease and were caused by Tenant or its agents or contractors. Tenant's failure to abide by the terms of this paragraph shall be restrainable by injunction. Tenant shall have no responsibility to obtain a "Negative Declaration" or "Letter of Non-Applicability" from the NJDEP if the sole reason for obtaining same is in compliance connection with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines a sale or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct other disposition of the business real estate by Landlord but Tenant agrees to cooperate with Landlord in Landlord's effort to obtain same and shall perform at Tenant's expense any clean up required by reason of Tenant's use and occupancy of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectDemised Premises.
Appears in 1 contract
Samples: Lease Agreement (Hanover Capital Mortgage Holdings Inc)
Environmental Compliance. The Borrower and each Neither the Company nor any of its Subsidiaries is in compliance violation of, or has received notice of any violation or liability with all respect to, any Environmental Laws governing Law applicable to the Company or any of its businessSubsidiaries or the business of the Company or any of its Subsidiaries, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) in each case as would not reasonably be expected to have a Material Adverse Effect. All licensesSince January 1, permits2011, registrations neither the Company nor any of its Subsidiaries has received any written notice of, nor, to the Knowledge of the Company, has there been any occurrence or approvals required for circumstance that, with notice or passage of time, or both, would reasonably be expected to give rise to a claim against the Company or any of its Subsidiaries under or pursuant to any Environmental Law with respect to any properties currently or previously owned, leased or operated by the Company or any of its Subsidiaries, or the assets of the Company or any of its Subsidiaries, or arising out of the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations Company or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunderSubsidiaries, except in each such case, such noncompliance, breaches or defaults case as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are has been no factsrelease or disposal of, circumstancescontamination by, conditions or occurrences on exposure of any Person to, any Hazardous Substances, including on, under, or from any of the Real Property or, to the Knowledge of the Company, any real property now or at any time formerly owned, leased or operated by the Borrower Company or any of its Subsidiaries, in each case that would reasonably be expected to form the basis of any claim against or material liabilities of the Company or any of its Subsidiaries relating to or on arising under any Property adjacent to any such real property, that are known by Environmental Law. Neither the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or Company nor any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be is subject to any restrictions on the ownership, occupancy, use ongoing obligations pursuant to any consent order or transferability other agreement settling or resolving alleged violations of such real property or liability under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate case as would not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have received all Environmental Permits required to conduct their respective businesses, and each of the Company and its Subsidiaries is in compliance with all terms and conditions of any such Environmental Permit applicable to it, except in each case as would not reasonably be expected to have a Material Adverse Effect. The Company has delivered or made available to the Investor accurate and complete copies of all material environmental assessments, audits and reports within the possession or control of the Company and its Subsidiaries related to the environmental condition of the Real Property, or to the compliance of liabilities of the Company or its Subsidiaries under Environmental Law.
Appears in 1 contract
Samples: Registration Rights Agreement (Surgery Partners, Inc.)
Environmental Compliance. The Borrower and each Borrowers agree that they will not use, generate manufacture, produce, store, release, discharge or dispose of its Subsidiaries is any Hazardous Substance or knowingly allow any other person to do so in compliance with all violation of any Environmental Laws governing its business, except Law. The Borrowers agree to give prompt written notice to the extent that Lender of: (a) any such failure proceeding or inquiry by any federal, state, local or foreign governmental authority with respect to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct violation of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower Borrowers or any of its Subsidiaries Affiliate; (b) all claims made or on threatened by any Property adjacent third party against the Borrowers or any Affiliate relating to any such real property, that are known loss or injury resulting from any Hazardous Substance; and (c) the discovery by the Borrower or as to which the Borrower Borrowers or any such Subsidiary has received written notice, Affiliate of any occurrence or condition that could reasonably be expected: (i) to form cause the basis of an environmental claim against the Borrower Borrowers or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property Affiliate to be subject to any restrictions on the ownership, occupancy, transferability or use or transferability of such real any property of the Borrowers under any Environmental Law. With respect to any act or conduct occurring after the date of this Agreement and any new leases or purchases of property by the Borrower, except in each such casethe Borrowers agree to protect, such environmental claims indemnify and hold harmless the Lender, its directors, officers, employees, agents, successors and assigns against all loss, damage, cost, expense or restrictions liability (including reasonable attorneys' fees and costs) directly or indirectly arising out of or attributable to the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of a Hazardous Substance by the Borrowers or any Affiliate, including without implied limitation: (i) all foreseeable consequential damages; and (ii) the costs of any required or necessary repair, cleanup or detoxification and the preparation and implementation of any closure, remedial or other required plan. The foregoing indemnity agreement will survive the payment of the Loan and the release or other termination of the Loan Documents. In the event that individually any investigation, site monitoring, containment, cleanup, removal, restoration or other remedial work of any kind or nature is reasonably necessary or desirable under any applicable Environmental Law or required by any governmental or nongovernmental entity or person because of, or in connection with, the aggregate would current or future presence, suspected presence, release or suspected release of a Hazardous Substance on or into the air, soil, groundwater, surface water or soil vapor by the Borrowers or any Affiliate, the Borrowers agree within thirty (30) days after written demand for performance thereof by the Lender (or such shorter period of time as might be required under any applicable Environmental Law) to commence, or cause to be commenced, and thereafter diligently prosecute or cause to be prosecuted to completion, all such remedial work except as to any property of an Affiliate not reasonably subject to a lien or security interest in favor of Lender. At Lender's option, remedial work will be expected to have performed by one or more contractors approved by the Lender under the supervision of a Material Adverse Effectconsulting engineer approved by the Lender. All costs and expenses of such remedial work will be paid by the Borrowers including, without implied limitation, the charges of such contractor(s) and consulting engineer(s), and the Lender's reasonable attorneys' fees and costs incurred in connection with monitoring or review of such remedial work.
Appears in 1 contract
Samples: Loan Agreement (Seracare Inc)
Environmental Compliance. The Borrower operations and properties of each Obligor and each of its Subsidiaries is comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with all such Environmental Laws governing its businessand Environmental Permits has been resolved without ongoing obligations or costs, except to the extent and no circumstances exist that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (iA) to form the basis of an environmental claim Environmental Action against the Borrower any Obligor or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; their properties that would have a Material Adverse Effect or (iiB) to cause any such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law. There are no and never have been any underground or aboveground storage tanks or any surface impoundments, except septic tanks, pits, sumps or lagoons in each such casewhich Hazardous Materials are being or have been treated, such environmental claims stored or restrictions that disposed on any property currently owned or operated by any Obligor or any of its Subsidiaries or, to the best of its knowledge, on any property formerly owned or operated by any Obligor or any of its Subsidiaries; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Obligor or any of its Subsidiaries; and Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Obligor or any of its Subsidiaries. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Neither any Obligor nor any of its Subsidiaries is undertaking, and 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, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Obligor or any of its Subsidiaries have been disposed of in the aggregate would a manner not reasonably be expected to have a Material Adverse Effectresult in material liability to any Obligor or any of its Subsidiaries.
Appears in 1 contract
Environmental Compliance. (a) The Borrower will, and will cause each of its Restricted Subsidiaries is in compliance to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws governing in jurisdictions in which the Borrower or any of its businessRestricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except to where the extent that any such failure to so comply (together with any resulting penalties, fines or forfeitures) would could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries has received written noticeshall cause or allow the release of Hazardous Materials, solid waste or otherwise knowsother wastes on, that it is under or to any Real Property in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Restricted Subsidiary is a party holds any interest or that would affect the ability performs any of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected toits operations, in the aggregateviolation of any applicable Environmental Law, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would if such release could reasonably be expected to have a Material Materially Adverse Effect. There are no factsThe Borrower shall notify the Lenders promptly after its receipt of notice thereof, circumstances, conditions or occurrences on of any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to Environmental Claim which the Borrower receives involving any potential or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property actual material liability of the Borrower or any of its Subsidiaries; Restricted Subsidiaries arising in connection with any noncompliance with or violation of the requirements of any Environmental Law or a material Release or threatened Release of any Hazardous Materials, into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of any material Release of Hazardous Material on, under or from the Real Property in which the Borrower or any of its Restricted Subsidiaries holds or has held an interest, upon the Borrower’s learning thereof by receipt of notice that the Borrower or any of its Restricted Subsidiaries is or may be liable to any Person as a result of such Release or that the Borrower or such Restricted Subsidiary has been identified as potentially responsible for, or is subject to investigation by any Governmental Authority relating to, such Release, and (ii) to cause such real property to be subject to of the commencement or overt threat of any restrictions on the ownership, occupancy, use judicial or transferability administrative proceeding alleging a material violation of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.Laws. 107
Appears in 1 contract
Environmental Compliance. The Borrower (a) Each Credit Party will, and each will cause its Subsidiaries to, use and operate all of its Subsidiaries is and their facilities and Real Property in compliance with all Environmental Laws governing Laws, keep all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all Environmental Laws, and keep its businessand their Real Property free of any Lien imposed by any Environmental Law, in each case, except to where the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would do so could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations (b) The Borrower will promptly give notice to the Administrative Agent upon any Credit Party or approvals required for the conduct of the business of the Borrower and each Subsidiary thereof becoming aware of: (i) any violation by any Credit Party or any of its Subsidiaries of any Environmental Law which could reasonably be expected to result in a Material Adverse Effect, (ii) any proceeding against or investigation of any Credit Party under any Environmental Law have been secured and Law, including a written request for information or a written notice of violation or potential environmental liability from any Governmental Authority or any other Person, which could reasonably be expected to result in a Material Adverse Effect, (iii) the Borrower and each occurrence or discovery of its Subsidiaries is a new Release or new threat of a Release (or discovery of any Release or threat of a Release previously undisclosed by any Credit Party to Administrative Agent) at, on, under or from any of the Real Property of any Credit Party or any facility or assets therein in substantial compliance therewithexcess of reportable or allowable standards or levels under any Environmental Law, except for such licensesor under circumstances, permits, registrations or approvals in a manner or amount which could reasonably be expected to result in a Material Adverse Effect or (iv) any Environmental Claim arising or existing on or after the failure Closing Date which could reasonably be expected to secure or to comply therewith is not reasonably likely to have result in a Material Adverse Effect. Neither (c) In the Borrower nor event of a Release of any Hazardous Material on any Real Property of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to Credit Party which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would could reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions result in material liability on the ownership, occupancy, use or transferability part of such real property any Credit Party under any Environmental Law, except such Credit Party, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and resolve any such violation or potential liability in each accordance with and to the extent required of such caseCredit Party under Environmental Law, and shall keep the Administrative Agent informed on a regular basis of their actions and the results of such environmental claims actions; provided, however, that no Credit Party (or restrictions its respective Subsidiaries) shall be required to undertake any such response, corrective action or other action to the extent that individually or its obligation to do so is being contested in the aggregate would not reasonably be expected good faith and by proper proceedings and appropriate reserves are being maintained with respect to have a Material Adverse Effect.such circumstances in accordance with GAAP. DB1/ 110631747.4 83 DMSLIBRARY01\28390\059001\36918934.v2-5/20/20
Appears in 1 contract
Environmental Compliance. The Borrower (a) Except as set forth in Section 7.19 of the Disclosure Schedule, (a) Seller currently holds or has applied for all permits, licenses and each approvals of its Subsidiaries Governmental Authorities required under Environmental Laws with respect to the ownership, use or operation of the Business and/or the Facility; (b) Seller is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower licenses and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithapprovals, except for such licenses, permits, registrations or approvals the failure failures to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is be in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or compliance that would affect the ability of the Borrower not, individually or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, ; (c) Seller is in compliance with all Environmental Laws with respect to the best knowledge of Business or the BorrowerFacility, threatened wherein an unfavorable decisionexcept for such failures to be in compliance that would not, ruling individually or finding would reasonably be expected to in the aggregate, have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on ; (d) Seller has not received any real property now or at unresolved written notice from any time owned, leased or operated by the Borrower or Governmental Authority that Seller is in violation of any of its Subsidiaries or on any Property adjacent Environmental Law with respect to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the Seller’s ownership, occupancy, use or transferability operation of such real property the Facility; (e) there are no pending claims, complaints, legal proceedings or lawsuits pending or, to Seller’s knowledge, threatened against Seller, by Governmental Authorities and/or other third parties concerning the ownership or operation of the Purchased Assets in which Seller’s non-compliance with, or liability under, Environmental Laws is alleged; (f) Seller has not entered into any consent order or similar agreement with any Governmental Authority that imposes any continuing material obligations on Seller under any Environmental Law; (g) to Seller’s knowledge, except there has been no Release at or under the Facility of any Hazardous Substances into the soil, air, surface water or groundwater at the Facility, which condition remains uncured and which requires Remedial Action for which Seller is liable under any Environmental Law; and (h) to Seller’s knowledge, Seller has made available to Purchaser copies of material environmental assessments, reports, audits, and other documents and information in each such case, such its possession or under its control relating to the Facility (other than Seller’s internal environmental claims or restrictions audits that individually or in the aggregate would not reasonably be expected are covered by a legal privilege and other reports that are covered by a legal privilege) that disclose potential liability pursuant to have a Material Adverse EffectEnvironmental Laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Smurfit Stone Container Corp)
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance shall: (a) comply (or use commercially reasonable efforts to cause compliance) at all times with all applicable Environmental Laws governing its business, except with respect to the extent that Mortgaged Property in all material respects, and (b) promptly take, or cause to be taken, any such failure to comply (together with and all necessary remedial actions upon obtaining knowledge of the presence, storage, use, disposal, transportation, release or discharge of any resulting penaltiesHazardous Materials on, fines under or forfeitures) would not about the Mortgaged Property in any manner which could reasonably be expected to have a Material Adverse EffectEffect or is in violation of any Environmental Laws. All licensesBorrower shall cause all remedial action with respect to Hazardous Material on, permitsunder or about the Mortgaged Property, registrations or approvals required for to comply with all applicable Environmental Laws and the conduct applicable policies, orders and directives of the business all Governmental Authorities. If Lender at any time has a reasonable basis to believe that there may be a violation of the Borrower and each of its Subsidiaries under any Environmental Law have been secured by, or any liability arising thereunder of, Borrower relating to the Mortgaged Property, Borrower shall, upon request from Lender, provide Lender with such reports, certificates, engineering studies and other written material or data as Lender may reasonably require so as to satisfy Lender that Borrower and the Mortgaged Property are in compliance with all applicable Environmental Laws. Borrower and each shall permit Lender, its authorized representatives, consultants or other Persons retained by Lender, upon five (5) Business Days prior written notice to Borrower so that Borrower will have an opportunity to send a representative to accompany Lender, unless in the case of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or emergency to comply therewith with Environmental Laws, to enter upon, examine, test and inspect the Mortgaged Property with regard to compliance with Environmental Laws, the presence of Hazardous Materials and the environmental condition of the Mortgaged Property and properties adjacent to the Land, provided, however, such inspection is not reasonably likely to be made more frequently than once per calendar year unless an Event of Default shall have a Material Adverse Effectoccurred and is continuing). Neither Such entry, examination, testing and inspecting and reporting shall be at the expense of Borrower nor any if (x) an Event of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event Default has occurred and is continuing that, with the passage or (y) Lender has reasonably determined that there may be a violation of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower Environmental Law or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property liability arising under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably which expense shall be expected paid by Borrower to have a Material Adverse EffectLender within fifteen (15) days after written demand.
Appears in 1 contract
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except Tenant hereby covenants to the extent that any such failure to comply Landlord that: (together with any resulting penalties, fines or forfeituresa) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: Tenant shall (i) comply with all Laws applicable to form the basis discharge, generation, manufacturing, removal, transportation, treatment, storage, disposal and handling of an environmental claim against Hazardous Materials or Wastes as apply to the Borrower or any of its Subsidiaries or any real property activities of the Borrower or any of Tenant, its Subsidiaries; or directors, officers, employees, agents, contractors, subcontractors, licensees, invitees, successors and assigns at the Property, (ii) to remove any Hazardous Materials or Wastes unlawfully used or otherwise discharged or disposed of which results from the Tenant's occupancy or placed therein by the Tenant immediately upon discovery of same in accordance with all applicable Laws and orders of governmental authorities having jurisdiction, (iii) pay or cause such real property to be subject paid all costs associated with such removal including remediation and restoration of the Premises, and (iv) indemnify Landlord from and against all losses, claims and costs arising out of the migration of Hazardous Materials or Wastes from or through the Premises into or onto or under other portions of the Building or the Property or other properties; (b) Tenant shall keep the Property free of any lien imposed pursuant to any restrictions applicable Law in connection with the existence of Hazardous Materials or Wastes in or on the ownership, occupancy, use Premises; (c) Tenant shall not install or transferability of such real property under any Environmental Law, except in each such case, such environmental claims permit to be installed or restrictions that individually or to exist in the aggregate would Premises any asbestos, asbestos-containing materials, urea formaldehyde insulation or any other chemical or substance which is unlawful or unlawfully used and has been determined to be a hazard to health and environment; (d) Tenant shall not reasonably be expected cause or permit to have exist, as a Material Adverse Effect.result of an intentional or unintentional act or omission on the part of Tenant or any occupant of the Premises, a releasing, spilling, leaking, pumping, emitting, pouring, discharging, emptying or dumping of any Hazardous Materials or Wastes onto the Premises; (e) Tenant shall identify on Exhibit C all Hazardous Materials or Wastes currently used by Tenant and shall notify Landlord of any changes or addition to the Hazardous Materials or Wastes so used; (f) Tenant shall give all notifications and prepare all reports required by Laws or any other law with respect to Hazardous Materials or Wastes existing on, released from or emitted from the Premises (and shall give copies of all such notifications and reports to Landlord); (g) Tenant shall promptly notify Landlord in writing of any unlawful release, spill, leak, emittance, pouring, discharging, emptying or dumping of Hazardous Materials or Wastes in or on the Premises; (h) Tenant shall pay for periodic environmental monitoring by Landlord of Tenant's space as well as subsurface testing paid as additional rent if the Landlord reasonably
Appears in 1 contract
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in 45 47056313_11 each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (DPL Inc)
Environmental Compliance. The Borrower and each represents, to the best of its Subsidiaries knowledge, that the Property is in compliance with all applicable Environmental Laws governing (as hereinafter defined) and that the Property does not contain any Hazardous Materials (as hereinafter defined) except as previously disclosed in writing to Lender. Upon the reasonable request of Lender, Borrower covenants and agrees that Borrower, at Lender's request, shall deliver and pay for an environmental audit prepared by an engineer acceptable to Lender which discloses no evidence of the existence of any other Hazardous Materials on or in the Property. Borrower covenants and agrees that such environmental audit does not relieve Borrower from performing its businessown environmental audit or complying with Environmental Laws. Borrower represents and warrants that it has not caused or, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each best of its Subsidiaries under knowledge, permitted any Hazardous Material to be placed on or in the Property in violation of any Environmental Law have been secured Laws and that to the Borrower and each best of its Subsidiaries is in substantial compliance therewithknowledge, except for such licenses, permits, registrations there are no conditions currently existing or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time which would require or are likely to require clean-up, removal, remedial action, or other response pursuant to the giving Environmental Laws except as previously disclosed in writing to Lender. Borrower represents and warrants that to the best of notice its knowledge the Property has not been used as a dump site or bothstorage site for Hazardous Materials, would constitute noncomplianceand Borrower will not cause or permit the use of the Property or cause the use of any parcel adjacent thereto as a dump site or storage site for Hazardous Materials other than in compliance with applicable Environmental Laws, breach nor will Borrower cause or permit any contamination on any part of the Property or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, cause the contamination of any adjacent parcel. Borrower covenants and agrees that all Hazardous Materials (other than cleaning materials and other products customarily utilized in the aggregatemaintenance and operation of a retail shopping facility) which may be used by any person for any purpose upon the Property other than in compliance with Environmental Laws have been and will be disclosed in writing to Lender and have been and shall be used and stored thereon only in a safe manner, have and in accordance with all industrial standards and Environmental Laws. Borrower represents and warrants that Borrower is not a Material Adverse Effect. There are no environmental claims pending orparty to any litigation or administrative proceeding, nor, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries knowledge, is any litigation or on administrative proceeding threatened against it, which asserts or alleges that there is any violation of Environmental Laws with respect to the Property, nor is the Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions judgment, decree, order or citation relating to or arising out of Environmental Laws and no permits or licenses are required under Environmental Laws relating to the Property. Borrower covenants and agrees to provide to Lender, immediately upon receipt by Borrower, copies of any correspondence, notice, pleading, citation, indictment, complaint, order, decree or other document from any source asserting or alleging a circumstance or condition which requires or may require a clean-up, removal, remedial action, or other response by or on the ownership, occupancy, use part of Borrower under the Environmental Laws or transferability which seeks criminal or punitive penalties from Borrower for an alleged violation of such real property under Environmental Laws. Borrower further covenants and agrees to advise Lender as soon as Borrower becomes aware of any Environmental Law, except in each such case, such environmental claims condition or restrictions that individually circumstance which makes the covenants and warranties contained herein or in any other loan document incomplete or inaccurate. Borrower represents and warrants that the aggregate would Property is not reasonably be expected to have a Material Adverse Effect"property" as defined in I.C. S.S. 13-11- 2-174.
Appears in 1 contract
Samples: Mortgage, Security Agreement and Fixture Filing (Standard Management Corp)
Environmental Compliance. The Borrower Tenant shall not cause nor permit, nor allow any of Tenant's employees, agents, customers, visitors, invitees, licensees, contractors, assignees or subtenants (collectively, "Tenant's Parties") to cause or permit any Hazardous Materials to be brought upon, stored, manufactured, generated, blended, handled, recycled, treated, disposed or used on, under or about the Premises, the Building, the Common Area or the Project, except for routine office and each janitorial supplies in usual and customary quantities stored, used and disposed of its Subsidiaries is in compliance accordance with all applicable Environmental Laws. Tenant and Xxxxxx's Parties shall comply with all Environmental Laws governing its businessand promptly notify Landlord in writing of (a) the presence of any Hazardous Materials, except to other than office and janitorial supplies as permitted above, on the extent that Premises; (b) any such failure to comply (together with any resulting penalties, fines notices of violation or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations potential or approvals required for the conduct alleged violation of the business of the Borrower and each of its Subsidiaries under any Environmental Law which are received by Tenant from any governmental agency; (c) any and all inquiry, investigation, enforcement, clean-up, removal or other governmental or regulatory actions instituted or threatened relating to Tenant or the Premises or the Project; and (d) all claims made or threatened by any third-party against Tenant or the Premises or Project relating to any Hazardous Materials. Landlord shall have been secured the right, upon not less than forty-eight (48) hours notice to Tenant, to enter upon and inspect the Borrower Premises and each to conduct tests, monitoring and investigations. Such right of its Subsidiaries is in substantial compliance therewith, except entry shall include the right to test for soil and groundwater contamination. If such licenses, permits, registrations or approvals tests indicate the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither presence of any Environmental Condition which occurred during the Borrower nor any Term of its Subsidiaries has received written noticethis Lease, or otherwise knowsif Landlord has reasonable grounds to believe that Xxxxxx has disposed of or caused a release of Hazardous Materials at, that it is on or about the Premises or the Project, Tenant shall reimburse Landlord for the cost of conducting such tests. In the event of any such Environmental Condition, Tenant shall promptly take any and all steps necessary to rectify the same to Landlord's reasonable satisfaction or shall, at Landlord's election, reimburse Landlord, upon demand, for the cost to Landlord of performing rectifying work. The reimbursement shall be paid to Landlord in advance of Landlord's performing such work, based upon Xxxxxxxx's reasonable estimate of the cost thereof; and upon completion of such work by Xxxxxxxx, Tenant shall pay to Landlord any shortfall within thirty (30) days after Landlord bills Tenant therefor or Landlord shall within thirty (30) days refund to Tenant any excess deposit, as the case may be. In addition, Tenant shall comply, at its sole cost and expense, with such recommendations contained in any environmental assessment as Landlord may reasonably require including, without limitation, any recommendations with respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to precautions which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary should be taken with respect to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions activities on the ownershipPremises, occupancy, use or transferability and additional testing and studies to detect the presence of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectHazardous Materials.
Appears in 1 contract
Samples: Office Lease (Puma Technology Inc)
Environmental Compliance. The In the exercise of the reasonable business judgment of Borrower and each its Restricted Subsidiaries, to take prompt and appropriate action to respond to any material non-compliance with applicable Environmental Laws or Environmental Permits or to any material Release or a substantial threat of a material Release of a Contaminant, and upon request from Administrative Agent, shall regularly report to Administrative Agent on such response. Without limiting the generality of the foregoing, whenever Administrative Agent or any Lender has a reasonable basis to believe that Borrower is not in material compliance with applicable Environmental Laws or Environmental Permits or that any property of Borrower or its Subsidiaries, or any property to which Contaminants generated by Borrower or its Subsidiaries is in compliance with all Environmental Laws governing its business, except have come to the extent be located (“Offsite Property”) has or may become contaminated or subject to an order or decree such that any such failure to comply (together with any resulting penaltiesnon-compliance, fines contamination or forfeitures) would not order or decree could reasonably be expected anticipated to have a Material Adverse Effect. All licenses, permitsthen, registrations or approvals required for to the extent Borrower has the legal right to do so, Borrower agrees to, at Administrative Agent’s request and Borrower’s expense: (i) cause an independent environmental engineer reasonably acceptable to Administrative Agent to conduct such tests of the business of site where the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial alleged or actual non-compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event contamination has occurred and is continuing thatprepare and deliver to Administrative Agent, with the passage Lenders and Borrower a report(s) reasonably acceptable to Administrative Agent setting forth the results of time such tests, Borrower’s proposed plan and schedule for responding to any environmental problems described therein, and Borrower’s estimate of the costs thereof; and (ii) provide Administrative Agent, the Lenders and Borrower a supplemental report(s) of such engineer whenever the scope of the environmental problems or Borrower’s response thereto or the giving of notice estimated costs thereof, shall materially change. Notwithstanding the above, Borrower shall not be obligated (other than as required by applicable law) to undertake any tests or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or remediation at any time owned, leased Offsite Property that (a) is not owned or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known and (b) where Contaminants generated by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the persons other than Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property have also come to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectlocated.
Appears in 1 contract
Samples: Credit Agreement (Huntsman LLC)
Environmental Compliance. The Borrower will comply in all material respects with any and each of its Subsidiaries is in compliance with all Environmental Laws governing its businessincluding, except without limitation, all Environmental Laws in jurisdictions in which Borrower or any Subsidiary owns property, operates, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise. The Borrower will furnish to the extent Banks promptly after receipt thereof a copy of any notice the Borrower or any Subsidiary may receive from any governmental authority, private person or entity or otherwise that any such failure litigation or proceeding pertaining to comply (together with any resulting penaltiesenvironmental, fines health or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations safety matter has been filed or approvals required for the conduct of the business of is threatened against the Borrower and each of its Subsidiaries under or such Subsidiary, any Environmental Law have been secured and the Borrower and each of its Subsidiaries is real property in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party holds any interest or that would affect the ability any past or present operation of the Borrower or such Subsidiary Subsidiary. The Borrower will not allow the storage, release or disposal of hazardous waste, solid waste or other wastes on, under or to operate any real property and no event has occurred and is continuing that, with the passage of time in which Borrower holds any interest or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or performs any of its Subsidiaries operations, in violation of any Environmental Law. As used in this subsection "litigation or on proceeding" means any Property adjacent to any such real propertydemand, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written claim, notice, that could reasonably be expected: suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any governmental authority, private person or entity or otherwise. The Borrower shall defend, indemnify and hold the Banks harmless against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (iincluding attorneys' fees) to form arising out of or resulting from the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property noncompliance of the Borrower or any Subsidiary with any Environmental Law provided that, so long as and to the extent that the Banks are not required to make any payment or suffer to exist any unsatisfied judgment, order or assessment against them, the Borrower may pursue rights of appeal to comply with such Environmental Laws. In any case of noncompliance with any Environmental Law by a Subsidiary, the Banks' recourse for indemnity in respect of the matters provided for in this Section shall be limited solely to the property of the Subsidiary holding title to the property involved in such noncompliance and such recovery shall not be a lien, or a basis of a claim of lien or levy of execution, against either the Borrower's general assets or the general assets of any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Environmental Compliance. The Borrower and each of its Subsidiaries is Except as would not, individually or in compliance with all Environmental Laws governing its businessthe aggregate, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for : (a) The Borrower and the conduct Restricted Subsidiaries and their respective operations and properties are in compliance with all applicable Environmental Laws and Environmental Permits and none of the business Borrowers or the Restricted Subsidiaries are subject to any unresolved Environmental Liability. (b) (i) None of the Borrower and each properties currently or formerly owned or operated by the Borrowers or any Restricted Subsidiary is listed or, to the knowledge of its the Borrowers, proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list, (ii) there is no asbestos or asbestos-containing material on any property currently owned or operated by the Borrowers or any of the Restricted Subsidiaries under requiring investigation, remediation, mitigation, removal, or assessment, or other response, remedial or corrective action, pursuant to any Environmental Law and (iii) Hazardous Materials have not been secured Released and there exists no threat of Release of Hazardous Materials on any property currently or, to the Borrower and each knowledge of its Subsidiaries is in substantial compliance therewiththe Borrowers, formerly owned or operated by the Borrowers or any of the Restricted Subsidiaries, except for such licenses, permits, registrations Releases or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any threats of its Subsidiaries has received written noticeReleases that were in compliance with, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.give rise to liability under, Environmental Laws. (c) None of the Borrowers or any of the Restricted Subsidiaries is undertaking, either individually or together with other potentially responsible parties, any investigation, remediation, mitigation, removal, assessment or remedial, response or corrective action relating to any actual or threatened Release, discharge or disposal of Hazardous Materials at any site, location or operation, either
Appears in 1 contract
Samples: Credit Agreement (V2X, Inc.)
Environmental Compliance. The Borrower Except as set forth in Schedule 4.12, the conduct of the Business has at all times complied and each of its Subsidiaries is in compliance currently complies with all Environmental Laws governing its businessLaws, except to where the extent that any such failure to so comply (together with any resulting penalties, fines or forfeitures) would could not reasonably be expected to have result in a Material Adverse EffectEffect on the Business. All licensesAs it relates to the Business and except as set forth in Schedule 4.12: (i) no Seller has arranged for disposal or treatment, permitsor arranged with a transporter for transport for disposal or treatment, registrations of any Hazardous Material on any third party property that has resulted or approvals required may reasonably be expected to result, individually or in the aggregate, in any liability which could reasonably be expected to result in a Material Adverse Effect on the Business; (ii) no Seller has exposed any employee or third party to any Hazardous Material or condition that has resulted or may reasonably be expected to result, individually or in the aggregate, in any liability which could reasonably be expected to result in a Material Adverse Effect on the Business; (iii) no Seller has received any notice, demand, letter, claim or request for information relating to the conduct Business which alleges violation of the business of the Borrower and each of its Subsidiaries or liability under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewiththere are no proceedings, except for such licensesactions, permitsorders, registrations decrees, injunctions or approvals the failure to secure other claims, or to comply therewith is not reasonably likely Seller's Knowledge, any threatened actions or claims, relating to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property alleging liability under any Environmental Law; and (iv) no Seller has entered into any indemnity agreements or other contracts in which it has agreed to assume the liabilities of any other party for which a Seller was not already liable under any Environmental Law. "Environmental Laws" shall mean all applicable U.S. and foreign federal, except state and local laws, ordinances and regulations pertaining to air and water quality, Hazardous Materials, waste, disposal or other environmental matters, including the Clean Water Act, the Clean Air Act, the Federal Water Pollution Control Act, the Solid Waste Disposal Act, the Resource Conservation Recovery Act, the Occupational Health and Safety Act, the Comprehensive Environmental Response, Compensation, and Liability Act, and the rules, regulations and ordinances of the cities and other jurisdictions in each such casewhich the Business is located, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectEnvironmental Protection Agency and all other applicable Governmental Authorities.
Appears in 1 contract
Samples: Master Transaction Agreement (Kaiser Group International Inc)
Environmental Compliance. The Borrower With respect to the Real Estate and each operations thereon by the Company or its Subsidiaries, and except as set forth on Schedule 5.16, to the knowledge of the Company: (a) none of the Company, its Subsidiaries or any operator of the Real Estate which is in compliance with all a Subsidiary, has received any written notice from any Governmental Authority of any actual or alleged violation of any Environmental Laws governing its businesswhich has not heretofore been resolved, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) which violation would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither material adverse effect on the Borrower business, assets or financial condition of the Company and its Subsidiaries taken as a whole; (b) neither the Company nor any of its Subsidiaries has received any written noticenotice from any Governmental Authority or other third party (i) that any one of them is currently identified by the United States Environmental Protection Agency as a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B, or otherwise knows, that it any of them is in any respect in noncompliance with, breach of or default currently identified as a potentially responsible party for environmental damage under any applicable writstate or local Environmental Laws; (ii) that any Hazardous Substances which any one of them has generated, order, judgment, injunction, transported or decree to which the Borrower or such Subsidiary is a party or that would affect the ability disposed of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or been found at any time ownedsite at which a federal, leased state or operated by local governmental agency has conducted or has ordered that the Borrower Company or any of its Subsidiaries conduct a remedial investigation, removal or on any Property adjacent other response action pursuant to any such real property, that are known by the Borrower Environmental Law and which has not heretofore been resolved or as to from which the Borrower Company or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiarieshave not heretofore been dismissed; or (iiiii) to cause such real property to be subject that it is currently a named party to any restrictions on the ownershipclaim, occupancyaction, use cause of action, complaint, or transferability of such real property under any Environmental Law, except legal or administrative proceeding (in each such case, such environmental claims contingent or restrictions that individually otherwise) arising out of any third party's incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the aggregate release of Hazardous Substances and which would not be reasonably be expected likely to have a Material Adverse Effectmaterial adverse effect on the business, assets or financial condition of the Company and its Subsidiaries taken as a whole; and (c) in the conduct of its business by the Company and its Subsidiaries, the Company or its Subsidiaries have exercised reasonable diligence in taking appropriate measures so that no Hazardous Substances are generated, stored, used or disposed of except in material compliance with applicable Environmental Laws. 5.17. Nonrecourse Indebtedness. Schedule 5.17 sets forth, as of September 30, 1996, the aggregate outstanding amount on a consolidated basis of the Nonrecourse Debt.
Appears in 1 contract
Samples: Revolving Credit Agreement (Leucadia National Corp)
Environmental Compliance. The Each Borrower shall, and shall cause each of its Subsidiaries is Restricted Subsidiaries, in the exercise of its reasonable business judgment, to take prompt and appropriate action to respond to any material non-compliance with all applicable Environmental Laws governing its businessor Environmental Permits or to any material Release or a substantial threat of a material Release of a Contaminant, except and upon request from Administrative Agent, shall regularly report to Administrative Agent on such response. Without limiting the extent generality of the foregoing, whenever Administrative Agent or any Lender has a reasonable basis to believe that a Borrower is not in material compliance with applicable Environmental Laws or Environmental Permits or that any property of a Borrower or its Subsidiaries, or any property to which Contaminants generated by a Borrower or its Subsidiaries have come to be located ("OFFSITE PROPERTY") has or may become contaminated or subject to an order or decree such failure to comply (together with that any resulting penaltiesnon-compliance, fines contamination or forfeitures) would not order or decree could reasonably be expected anticipated to have a Material Adverse Effect. All licenses, permitsthen, registrations or approvals required for to the extent a Borrower has the legal right to do so, such Borrower agrees to, at Administrative Agent's request and such Borrower's expense: (i) cause an independent environmental engineer reasonably acceptable to Administrative Agent to conduct such tests of the business of site where the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial alleged or actual non-compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event contamination has occurred and is continuing thatprepare and deliver to Administrative Agent, with the passage Lenders and such Borrower a report(s) reasonably acceptable to Administrative Agent setting forth the results of time such tests, such Borrower's proposed plan and schedule for responding to any environmental problems described therein, and such Borrower's estimate of the costs thereof; and (ii) provide Administrative Agent, the Lenders and such Borrower a supplemental report(s) of such engineer whenever the scope of the environmental problems or such Borrower's response thereto or the giving of notice or bothestimated costs thereof, would constitute noncompliance, breach of or default thereunder, except in each such caseshall materially change. Notwithstanding the above, such noncompliance, breaches Borrower shall not be obligated (other than as required by applicable law) to undertake any tests or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or remediation at any time owned, leased Offsite Property that (a) is not owned or operated by the such Borrower or any of its Subsidiaries or on any Property adjacent to any and (b) where Contaminants generated by persons other than such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property have also come to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectlocated.
Appears in 1 contract
Samples: Revolving Credit Agreement (Huntsman Polymers Corp)
Environmental Compliance. The Borrower Mortgagor hereby represents and each warrants to the Mortgagee that: there is not in, on or about the Mortgaged Premises any product or substance (including, without restriction, contaminants, wastes, hazardous or toxic materials), equipment or anything else which contravenes any statute, regulation, by-law, order, direction or equivalent relating to the protection of its Subsidiaries the environment or which is not being dealt with according to best recognized practices relating to the environment; to the best of the knowledge of the Mortgagor, no circumstance has existed on the Mortgaged Premises, or exists or has existed on any land adjacent to the Mortgaged Premises, that constitutes or could reasonably constitute a contravention of any statute, regulation, order, by-law, direction or equivalent relating to the protection of the environment; no claim or notice of any action, investigation or proceeding of any kind has been threatened, made or issued, or is pending, relating to any environmental condition on the Mortgaged Premises; the Mortgaged Premises are being used in compliance with all Environmental Laws governing its businessstatutes, except regulations, orders, by-laws, directions and equivalent relating to the extent that protection of the environment; and it has obtained any such failure to comply (together with any resulting penaltiesand all certificates, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or permits and/or approvals required for to (i) permit the Mortgagor to construct, alter or remove the improvements situated on the Mortgaged premises; and (ii) conduct its business operations on the Mortgaged Premises. The Mortgagor hereby covenants and agrees with the Mortgagee as follows: the Mortgagor shall give to the Mortgagee immediate notice, in writing, of any material change in circumstances in respect of the business Mortgaged Premises or adjacent land which would cause any of the Borrower representations and each of its Subsidiaries under any Environmental Law have been secured warranties contained in the immediately preceding paragraphs (a) to (e) inclusive to become untrue; and the Borrower Mortgagor shall not permit or create, and each shall not allow anyone else to permit or create, any circumstance on the Mortgaged Premises which would constitute or could reasonably constitute a contravention of its Subsidiaries is in substantial compliance therewithany statute, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writregulation, order, judgmentby-law, injunction, direction or decree equivalent relating to which the Borrower or such Subsidiary is a party or that would affect the ability protection of the Borrower or such Subsidiary environment. If a contaminant is discovered on the Mortgaged Premises, the Mortgagor shall give to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected toMortgagee immediate notice, in the aggregatewriting, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrowerdiscovery of a contaminant. The Mortgagor shall, threatened wherein at its sole cost, retain an unfavorable decision, ruling or finding would reasonably be expected to have environmental consultant from a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated list of consultants approved by the Borrower or any of its Subsidiaries or on any Property adjacent Mortgagee. The consultant shall perform such assessments, investigations, studies and tests as may be required to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expecteddetermine: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property potential effect of the Borrower or any of its Subsidiariescontaminant on human health and the environment; or (ii) the lateral and vertical extent of the contamination; (iii) the source of the contamination; and (iv) the cost of the remediation of the contamination. The Mortgagor shall immediately deliver to the Mortgagee copies of all reports, studies or other documents prepared by the consultant. The Mortgagor, at its sole cost and expense, shall comply or cause its tenants, agents and invitees, at their sole cost and expense, to comply with all federal, provincial and municipal laws, rules, regulations and orders with respect to the discharge and removal of hazardous or toxic waste, and with respect to the discharge of contaminants into the natural environment, pay immediately when due the cost of removal of any such real property waste or contaminants and the cost of any improvements necessary to deal with such waste or contaminants and keep the Mortgaged Premises free and clear of any lien imposed pursuant to such laws, rules and regulations. In the event the Mortgagor fails to do so, after notice to the Mortgagor, and after the expiration of the earlier of: any applicable cure period under this Mortgage; or the cure period under the applicable law, rule, regulation or order, then the Mortgagee, at its sole option, may declare this Mortgage to be subject to any restrictions on in default. The Mortgagor shall indemnify and hold harmless the ownershipMortgagee (and its directors, occupancyofficers, use employees and agents) from and against all loss, cost, damage or transferability of such real property under any Environmental Lawexpenses (including, except in each such casewithout limitation, such environmental claims or restrictions that individually or legal fees and costs incurred in the aggregate would not reasonably be expected investigation, defence and settlement of any claim or any cost to have a Material Adverse Effectremediate any contamination or ensure compliance with applicable environment laws, regulations, orders or guidelines), relating to the presence of any hazardous waste or contaminant or due to the Mortgagor's failure to comply with the covenants and provisions of this Section 29. This indemnity shall survive the discharge of the Mortgage or the release from this Mortgage of part or all of the Mortgaged Premises.
Appears in 1 contract
Samples: www.rbcroyalbank.com
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance shall: (a) comply (or use commercially reasonable efforts to cause compliance) at all times with all applicable Environmental Laws governing its business, except with respect to the extent that Mortgaged Property in all material respects, and (b) promptly take, or cause to be taken, any such failure to comply (together with and all necessary remedial actions upon obtaining knowledge of the presence, storage, use, disposal, transportation, release or discharge of any resulting penaltiesHazardous Materials on, fines under or forfeitures) would not about the Mortgaged Property in any manner which could reasonably be expected to have a Material Adverse EffectEffect or is in violation of any Environmental Laws. All licensesBorrower shall cause all remedial action with respect to Hazardous Material on, permitsunder or about the Mortgaged Property, registrations or approvals required for to comply with all applicable Environmental Laws and the conduct applicable policies, orders and directives of the business all Governmental Authorities. If Lender at any time has a reasonable basis to believe that there may be a violation of the Borrower and each of its Subsidiaries under any Environmental Law have been secured by, or any liability arising thereunder of, Borrower or relating to the Mortgaged Property, Borrower shall, upon request from Lender, provide Lender with such reports, certificates, engineering studies and other written material or data as Lender may reasonably require so as to satisfy Lender that Borrower and the Mortgaged Property are in compliance with all applicable Environmental Laws. Borrower and each shall permit Lender, its authorized representatives, consultants or other Persons retained by Lender, upon five (5) Business Days prior written notice to Borrower so that Borrower will have an opportunity to send a representative to accompany Lender, unless in the case of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or emergency to comply therewith with Environmental Laws, to enter upon, examine, test and inspect the Mortgaged Property with regard to compliance with Environmental Laws, the presence of Hazardous Materials and the environmental condition of the Mortgaged Property and properties adjacent to the Land, provided, however, such inspection is not reasonably likely to be made more frequently than once per calendar year unless an Event of Default shall have a Material Adverse Effectoccurred and is continuing. Neither Such entry, examination, testing and inspecting and reporting shall be at the expense of Borrower nor any if (x) an Event of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event Default has occurred and is continuing that, with the passage or (y) Lender has reasonably determined that there may be a violation of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower Environmental Law or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property liability arising under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably which expense shall be expected paid by Borrower to have a Material Adverse EffectLender within fifteen (15) days after written demand.
Appears in 1 contract
Samples: Development Loan and Security Agreement (Equinix Inc)
Environmental Compliance. The Borrower Tenant will not under any circumstances cause or permit the depositing, spillage or seepage of any "Hazardous or Special Substance" in any dumpster or in any other area of the Project other than an in an area and each of its Subsidiaries in a manner which is in strict compliance with all Environmental Laws governing its businesslaws and which is Approved in advance by Landlord. Tenant will not use, except store, generate or dispose of any substance in any manner which would cause the Project to be classified as an Establishment under the extent laws of the State of Connecticut. Tenant will indemnify Landlord from and against any loss, cost, damage, fines, testing deemed reasonably necessary by Landlord or any other expense incurred by Landlord as a result of any violation of any environmental law or this paragraph by Tenant or any agent, servant, employee or contractor of Tenant. "Hazardous or Special Substance" means any substance that may not be dumped in a land fill as general trash, any such failure substance listed under the laws of the State of Connecticut or the United States as a hazardous waste, or any other substance whose use, presence or storage at the Leased Premises requires any person to comply (together with any resulting penalties, fines environmental reporting or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries registration requirement under any Environmental Law have been secured law. Landlord warrants and represents excepting any items used in normal office operations (1) that the Borrower Leased Premises and each of its Subsidiaries is in substantial compliance therewithProject are and will be at the Commencement Date free from any hazardous, except for toxic or dangerous substance or material (collectively "Hazardous Materials") defined as such licenses, permits, registrations (or approvals the failure meeting criteria so as to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is be defined as such) in any respect in noncompliance withfederal, breach state, local or municipal law, ordinance, code, decree or requirement regulating, relating to or imposing liability or standards of or default under conduct concerning any applicable writHazardous Material, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably hereafter may be expected: in effect (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiariescollectively "Environmental Laws"); or (ii) to cause such real property that the Leased Premises and Project are and will be at the Commencement Date free of any asbestos or asbestos containing substance; (iii) that Landlord has never received any notice of any violation of or non-compliance with any Environmental Law as regards the Leased Premises or Project; (iv) that Landlord has never caused or permitted any Hazardous Material, asbestos or asbestos-containing substance to be subject placed, held, located or disposed of on, under or at the Leased Premises or Project or any part hereof. Landlord shall indemnify and hold Tenant harmless from and against any and all loss, damage, cost or expense (including but not limited to clean-up costs and losses relating to interruption or cessation of operations) arising out of or relating to any restrictions on breach of any of the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectforegoing warranties and representations.
Appears in 1 contract
Samples: Lease (Clayton Holdings Inc)
Environmental Compliance. The Borrower Tenant shall: (i) subject to the provisions of Section 26 of this Lease, at all times comply, and each of its Subsidiaries is in compliance cause the Premises to comply, with all Environmental Laws governing its business, except to the extent that any such failure to comply (together as well as with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is recommendations contained in any respect in noncompliance withenvironmental report), breach and not cause, suffer or permit the occurrence or continued existence of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its SubsidiariesProhibited Event; or (ii) permit Landlord and any First Mortgagee and any representatives designated by Landlord or any First Mortgagee to cause visit and inspect the Premises or any part thereof, and to sample and monitor soil and groundwater and to inspect for Hazardous Materials all without unreasonably interfering with Tenant's use of the Premises and at such real reasonable times and intervals as from time to time may be requested provided that (x) Landlord or any First Mortgagee reasonably believes that Tenant or the Premises is not in compliance with Environmental Laws as required by the foregoing clause (i), (y) the reasonable costs and expenses incurred by Landlord and First Mortgagee for such visits, inspections, sampling and monitoring shall be borne by Tenant only if such inspections, sampling and monitoring reveal that Tenant or the Premises is, in fact, not in such compliance in which case such reasonable costs and expenses shall be payable by Tenant on demand by Landlord and constitute Additional Rent), and (z) neither Landlord nor any First Mortgagee shall have any duty to make any such inspection nor shall incur any liability or obligation for not making any such inspection or, once having undertaken any such inspection, for not making the same carefully or properly, or for not completing the same; nor shall the fact that such inspection may not have been made by Landlord or any First Mortgagee relieve Tenant of any obligations under this Lease; and (iii) notify Landlord and any First Mortgagee within ten (10) days after Tenant first has knowledge of (A) any actual or threatened occurrence or existence of any Prohibited Event, or (B) any actual or threatened inquiry, demand, notice, judicial or administrative proceeding, or claim, or any similar action, by any regulatory authority or other governmental body or any other person, relating to Hazardous Materials on, under within or about the Premises, or emanating from the Premises, or emanating from any property adjacent to or abutting the Premises and either affecting or having any potential to affect the Premises, such notice by Tenant to Landlord and any First Mortgagee to set forth in reasonable detail the circumstances giving rise to such notice and, describe any action proposed to be subject taken by Tenant in connection with such event, and be accompanied by copies of all correspondence, reports, legal pleadings and other documents in Tenant's possession relating to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectevent.
Appears in 1 contract
Samples: Nine West Group Inc /De
Environmental Compliance. The Borrower will remedy, and will cause each Subsidiary to remedy, any and all failures of its Subsidiaries is in compliance Borrower or any such Subsidiary to comply with all Environmental Laws governing its businessin a timely manner, except to but in any event within any time period required by any applicable governmental authority, including, without limitation, all Environmental Laws in jurisdictions in which the extent that Borrower or any such failure to comply (together Subsidiary owns property, operates, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise, noncompliance with any resulting penalties, fines or forfeitures) would not which could reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for The Borrower will furnish to the conduct Banks promptly after receipt thereof a copy of the business of any notice the Borrower and each of its Subsidiaries under or any Environmental Law have Subsidiary may receive from any governmental authority, private person or entity or otherwise that any litigation or proceeding pertaining to any environmental, health or safety matter has been secured and filed or is threatened against the Borrower and each of its Subsidiaries is or such Subsidiary, any real property in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party holds any interest or that would affect the ability any past or present operation of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time such litigation or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would proceeding could reasonably be expected to have a Material Adverse Effect. There are no factsThe Borrower will not, circumstancesand will not knowingly allow any other Person to, conditions store, release or occurrences on dispose of hazardous waste, solid waste or other wastes on, under or to any real property now or at any time owned, leased or operated by in which the Borrower holds any direct or indirect interest or performs any of its Subsidiaries operations, in violation of any Environmental Law. As used in this subsection “litigation or on proceeding” means any Property adjacent to any such real propertydemand, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written claim, notice, that could reasonably be expected: suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any governmental authority, private person or entity or otherwise. The Borrower shall defend, indemnify and hold harmless the Banks against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (iincluding attorneys’ fees) to form arising out of or resulting from the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property noncompliance of the Borrower or any Subsidiary with any Environmental Law; provided that, so long as and to the extent that the Banks are not required to make any payment or suffer to exist any unsatisfied judgment, order or assessment against them, the Borrower may pursue rights of appeal to comply with such Environmental Laws. In any case of noncompliance with any Environmental Law by a Subsidiary, the Banks’ recourse for indemnity in respect of the matters provided for in this Section 7.07 shall be limited solely to the property of the Subsidiary holding title to the property involved in such noncompliance and such recovery shall not be a Lien, or a basis of a claim of Lien or levy of execution, against either the Borrower’s general assets or the general assets of any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults Except as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending orset forth on Schedule 4.13, to the best knowledge of the BorrowerBorrower and its Subsidiaries, threatened wherein an unfavorable decision(a) (i) no Hazardous Material is or has been generated, ruling used, released, treated, disposed of or finding would reasonably be expected to have a Material Adverse Effect. There are no factsstored, circumstancesor otherwise located, conditions in, on or occurrences on under any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real propertyportion thereof, that are known and no part of the property owned, leased or operated by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries (now or in the past), including without limitation the soil and groundwater located thereon and thereunder, has been contaminated by any Hazardous Material; (ii) no improvements on the property owned, leased or operated by the Borrower or any of its Subsidiaries contain any asbestos or substances containing asbestos; (iii) none of the property owned, leased or operated by the Borrower or any of its Subsidiaries has been the subject of an environmental audit or assessment, or remedial action; and (iv) the foregoing statements are true and correct with respect to all of the real property adjoining any of the property owned, leased or operated by the Borrower or any of its Subsidiaries; . (b) None of the property owned, leased or operated by the Borrower or any of its Subsidiaries (now or in the past) has, pursuant to any Environmental Law, been placed on the “National Priorities List” or “CERCLIS List” (or any similar federal, state or local list) of sites subject to possible environmental problems. (c) There are no underground storage tanks situated on the property owned, leased or operated by the Borrower or any of its Subsidiaries and no underground storage tanks have ever been situated on the property owned, leased or operated by the Borrower or any of its Subsidiaries. (d) All activities and operations of each of the Borrower and its Subsidiaries meet all requirements of all applicable Environmental Laws, none of the Borrower or its Subsidiaries has violated any Environmental Law in the past, and none of the property owned, leased or operated by the Borrower and its Subsidiaries has ever been the site of a violation of any Environmental Law. (e) None of the Borrower or its Subsidiaries has sent a Hazardous Material to a site which, pursuant to any Environmental Law, (i) has been placed on the “National Priorities List”or “CERCLIS List” (or any similar federal, state or local list) of sites subject to possible environmental problems, or (ii) is subject to, or the source of, a claim, an administrative order or other request to cause such real property to be subject to any restrictions on the ownershiptake “response,” “removal,” “corrective” or “remedial” action, occupancy, use or transferability of such real property under as defined in any Environmental Law, except or to pay for or contribute to the costs of cleaning up the site. (f) None of the Borrower or its Subsidiaries is involved in each such case, such environmental claims any suit or restrictions that individually proceeding and has not received any notice from any Governmental Authority or in the aggregate would not reasonably be expected to have a Material Adverse Effect.other third party with respect to
Appears in 1 contract
Samples: Credit Agreement
Environmental Compliance. The Borrower and each of its Subsidiaries is and all of their respective Properties and facilities have complied at all times and in compliance all respects with all Environmental Laws governing its businessfederal, except state, local and regional statutes, laws, ordinances and judicial or administrative orders, judgments, rulings and regulations relating to protection of the extent that environment except, in any such case, where failure to comply (together with any resulting penalties, fines or forfeitures) would not be reasonably be expected to have result in a Material Adverse Effect. All licensesmaterial adverse effect on the business, permits, registrations condition (financial or approvals required for the conduct of the business otherwise) or operations of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have taken as a Material Adverse Effectwhole. Investment Company Status . Neither the Borrower nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of its Subsidiaries has received written noticethe Investment Company Act of 1940, as amended, or otherwise knowsan "investment adviser" within the meaning of the Investment Advisers Act of 1940, that it is in as amended. Disclosure . Neither this Agreement nor any respect in noncompliance withother document, breach of certificate or default under any applicable writ, order, judgment, injunction, statement furnished to the Banks by or decree to which the Borrower or such Subsidiary is a party or that would affect the ability on behalf of the Borrower in connection herewith contains any untrue statement of a material fact or such Subsidiary omits to operate any real property state a material fact necessary in order to make the statements contained herein and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would therein not reasonably be expected to, in the aggregate, have a Material Adverse Effectmisleading. There are is no environmental claims pending or, fact peculiar to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries which materially adversely affects or on any Property adjacent to any such real property, that are known by in the future may (so far as the Borrower can now reasonably foresee) materially adversely affect the business, property or as to which the Borrower assets, condition (financial or any such Subsidiary has received written notice, that could reasonably be expected: (iotherwise) to form the basis or operations of an environmental claim against the Borrower or any of its Subsidiaries taken as a whole and which has not been set forth in this Agreement. Interstate Commerce Act . Neither the Borrower nor any Subsidiary is a "rail carrier" or any real property a person controlled by or affiliated with a "rail carrier" within the meaning of Title 49, U.S.C., and the Borrower is not a "carrier" to which 49 U.S.C. Section 11301(b)(1) is applicable. Solvency . Each of the Borrower or any of its Subsidiaries; or and each Guarantor (ii) assuming with respect to cause such real property to be subject to any restrictions on each Guarantor that the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or fraudulent transfer savings language contained in the aggregate would not reasonably Guaranty applicable to it will be expected to have a Material Adverse Effect.given full effect) is, and after the making of each Loan hereunder will be, Solvent. Security Interests
Appears in 1 contract
Samples: Credit Agreement (Saia Inc)
Environmental Compliance. The Borrower 39.01. Tenant shall, at Tenant's sole cost and each expense, comply with the New Jersey Industrial Site Recovery Act and the regulations promulgated thereunder (referred to as "ISRA") as same relate to Tenant's occupancy of the Demised Premises, as well as all other state, federal or local environmental law, ordinance, rule, or regulation either in existence as of the date hereof or enacted or promulgated after the date of this Lease, that concern the management, control, discharge, treatment and/or removal of hazardous discharges or otherwise affecting or affected by Tenant's use and occupancy of the Demised Premises. Tenant represents that Tenant's SIC number does not subject it to ISRA. Tenant shall, at Tenant's own expense, and where required by such law, make all submissions to, provide all information to, and comply with all requirements of the Bureau of Industrial Site Evaluation (the "Bureau") of the New Jersey Department of Environmental Protection ("NJDEP"). Should the Bureau or any other division of NJDEP, pursuant to any other environmental law, rule, or regulation, determine that a cleanup plan be prepared and that a cleanup be undertaken because of any spills or discharge of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its Subsidiaries agents or contractors, then Tenant shall, at Tenant's own expense prepare and submit the required plans and financial assurances, and carry out the approved plans. In the event that Landlord shall have to comply with ISRA by reason of Landlord's actions, Tenant shall promptly provide all information requested by Landlord for preparation of non-applicability affidavits or a Negative Declaration and shall promptly sign such affidavits when requested by Landlord. Tenant shall indemnify, defend, and save harmless Landlord from all fines, suits, procedures, claims, and actions of any kind arising out of or in any way connected with any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its agents or contractors, and from all fines, suits, procedures, claims, and actions of any kind arising out of Tenant's failure to provide all information, make all submissions and take all actions required by the Bureau or any other division of NJDEP where required by law to do so. Tenant's obligations and liabilities under this Paragraph shall continue so long as Landlord remains responsible for any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its agents or contractors. Tenant's failure to abide by the terms of this paragraph shall be restrainable by injunction. Tenant shall have no responsibility to obtain a "Negative Declaration" or "Letter of Non-Applicability" from the NJDEP if the sole reason for obtaining same is in compliance connection with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines a sale or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct other disposition of the business real estate by Landlord but Tenant agrees to cooperate with Landlord in Landlord's effort to obtain same and shall perform at Tenant's expense any clean up required by reason of Tenant's use and occupancy of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectDemised Premises.
Appears in 1 contract
Samples: Lease Agreement (Globespan Inc/De)
Environmental Compliance. The Borrower Company and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower Company and each of its Subsidiaries under any Environmental Law have been secured and the Borrower Company and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower Company nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower Company or such Subsidiary is a party or that would affect the ability of the Borrower Company or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims under any Environmental Law pending or, to the best knowledge of the BorrowerCompany, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower Company or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower Company or as to which the Borrower Company or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower Company or any of its Subsidiaries or any real property of the Borrower Company or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, where such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Bond Purchase and Covenants Agreement (Dayton Power & Light Co)
Environmental Compliance. The Borrower 39.01. Tenant shall, at Tenant’s sole cost and each expense, comply with the New Jersey Industrial Site Recovery Act and the regulations promulgated thereunder (referred to as “ISRA”) as same relate to Tenant’s occupancy of the Demised Premises, as well as all other state, federal or local environmental law, ordinance, rule, or regulation either in existence as of the date hereof or enacted or promulgated after the date of this Lease, that concern the management, control, discharge, treatment and/or removal of hazardous discharges or otherwise affecting or affected by Tenant’s use and occupancy of the Demised Premises. Tenant represents that Tenant’s North American Industry Classification System (“NAICS”) number does not subject it to ISRA. Tenant shall, at Tenant’s own expense, make all submissions to, provide all information to, and comply with all requirements of the New Jersey Department of Environmental Protection (“NJDEP”). Should the NJDEP, pursuant to any environmental law, rule, or regulation, determine that a investigation and/or cleanup plan be prepared and that a cleanup be undertaken because of any spills or discharge of hazardous substances or wastes at the Demised Premises which occur during the Term of this Lease and were caused by Tenant or its Subsidiaries agents or contractors, then Tenant shall, at Tenant’s own expense, prepare and submit the required plans and financial assurances, and carry out the approved plans so as to cause issuance of an unconditional No Further Action Letter; provided, however, that in no event shall Tenant pursue or implement any institutional or engineering controls affecting the Demised Premises, Building or Land unless Tenant has first obtained Landlord’s express written consent, which shall be granted at Landlord’s reasonable discretion. In the event that Landlord shall have to comply with ISRA by reason of Landlord’s actions, Tenant shall promptly provide all information requested by Landlord for preparation of non-applicability affidavits, a Negative Declaration, No Further Action Letter or other ISRA application and shall promptly sign such affidavits when requested by Landlord. Tenant shall indemnify, defend, and save harmless Landlord from all fines, natural resource and other damages, suits, procedures, claims, and actions of any kind arising out of or in any way connected with any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the Term of this Lease and were caused by Tenant or its agents or contractors, and from all fines, suits, procedures, claims, and actions of any kind arising out of Tenant’s failure to provide all information, make all submissions and take all actions required by the NJDEP or any other governmental entity. Tenant’s obligations and liabilities under this Paragraph shall continue so long as Landlord remains responsible for any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the Term of this Lease and were caused by Tenant or its agents or contractors. Tenant’s failure to abide by the terms of this paragraph shall be restrainable by injunction. Tenant shall have no responsibility to obtain an ISRA “Negative Declaration/No Further Action Letter” or “Letter of Non-Applicability” from the NJDEP if the sole reason for obtaining same is in compliance connection with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines a sale or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct other disposition of the business real estate by Landlord, but Tenant agrees to cooperate with Landlord in Landlord’s effort to obtain same and shall perform at Tenant’s expense any clean up required by reason of Tenant’s use and occupancy of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectDemised Premises.
Appears in 1 contract
Environmental Compliance. The Borrower Mortgagor and each others have executed an Environmental Indemnity Agreement of its Subsidiaries is in compliance even date herewith (as it may be modified or amended from time to time, the “Environmental Agreement”), which shall survive the repayment of the Note and the satisfaction of this Mortgage. Mortgagor hereby agrees to fully comply with all terms, conditions and provisions of the Environmental Laws governing its businessAgreement. If any representation or warranty contained in the Environmental Agreement is untrue, except if Mortgagor or Guarantors shall fail to comply with the provisions of the Environmental Agreement, or if any of the terms or provisions thereof shall be breached, the same shall constitute an Event of Default under this Mortgage. Mortgagor shall deliver to Lender environmental assessments of the Premises in accordance with the terms of the Environmental Agreement at Mortgagor’s sole cost and expense. Should Mortgagor fail to provide any such environmental assessment, Lender shall have the right, but not the obligation, to retain an environmental consultant to perform and prepare same. Lender shall have the right but not the obligation, and without any limitation of Lender’s other rights under this Mortgage, to enter onto the Premises or to take any action as it deems necessary or advisable to cleanup, remove, resolve or minimize the impact of, or otherwise deal with, any hazardous material or any environmental claim following receipt of any notice from any person or governmental authority asserting the existence of any hazardous material or an environmental claim pertaining to the extent that Premises or any such failure to comply (together with any resulting penaltiespart thereof which, fines if true, could result in an order, suit or forfeitures) would not reasonably be expected to have a Material Adverse Effectother action against Mortgagor or Lender which, in the sole opinion of Lender, could jeopardize Lender’s security under this Mortgage. All licenses, permits, registrations or approvals required for costs and expenses incurred by Lender in the conduct exercise of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default rights under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property this Section shall be secured by this Mortgage and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably shall be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending payable by Mortgagor upon demand or, to at the best knowledge election of Lender, funded under the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectNote.
Appears in 1 contract
Samples: Mortgage and Security Agreement (American Leisure Holdings, Inc.)
Environmental Compliance. The Borrower 39.01. Tenant shall, at Tenant's sole cost and each expense, comply with the New Jersey Industrial Site Recovery Act and the regulations promulgated thereunder (referred to as "ISRA") as same relate to Tenant's occupancy of the Demised Premises, as well as all other state, federal or local environmental law, ordinance, rule, or regulation either in existence as of the date hereof or enacted or promulgated after the date of this Lease, that concern the management, control, discharge, treatment and/or removal of hazardous discharges or otherwise affecting or affected by Tenant's use and occupancy of the Demised Premises. Tenant represents that Tenant's SIC number is 8980, and does not subject it to ISRA. Tenant shall, at Tenant's own expense, make all submissions to, provide all information to, and comply with all requirements of the Bureau of Industrial Site Evaluation (the "Bureau") of the New Jersey Department of Environmental Protection ("NJDEP"). Should the Bureau or any other division of NJDEP, pursuant to any other environmental law, rule, or regulation, determine that a cleanup plan be prepared and that a cleanup be undertaken because of any spills or discharge of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its Subsidiaries agents or contractors, then Tenant shall, at Tenant's own expense prepare and submit the required plans and financial assurances, and carry out the approved plans. In the event that Landlord shall have to comply with ISRA by reason of Landlord's actions, Tenant shall promptly provide all information requested by Landlord for preparation of non-applicability affidavits or a Negative Declaration and shall promptly sign such affidavits when requested by Landlord. Tenant shall indemnify, defend, and save harmless Landlord from all fines, suits, procedures, claims, and actions of any kind arising out of or in any way connected with any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its agents or contractors, and from all fines, suits, procedures, claims, and actions of any kind arising out of Tenant's failure to provide all information, make all submissions and take all actions required by the Bureau or any other division of NJDEP. Tenant's obligations and liabilities under this Paragraph shall continue so long as Landlord remains responsible for any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its agents or contractors. Tenant's failure to abide by the terms of this paragraph shall be restrainable by injunction. Tenant shall have no responsibility to obtain a "Negative Declaration" or "Letter of Non-Applicability" from the NJDEP if the sole reason for obtaining same is in compliance connection with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines a sale or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct other disposition of the business real estate by Landlord but Tenant agrees to cooperate with Landlord in Landlord's effort to obtain same and shall perform at Tenant's expense any clean up required by reason of Tenant's use and occupancy of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectDemised Premises.
Appears in 1 contract
Samples: Intelligroup Inc
Environmental Compliance. The Borrower With respect to the operations of the Design Services Business, (i) GateField is and each of its Subsidiaries is has been in compliance with all Environmental Laws governing its businessand GateField has not received any notice of any alleged claim, except to the extent violation of or liability under any Environmental Law which has not heretofore been cured or for which there is any remaining liability; (ii) GateField has not received notice of any Environmental Claim filed or threatened against it, or against any Person whose liability for any Environmental Claim GateField has retained or assumed either contractually or by operation of law and there are no past or present actions, activities, circumstances, conditions, events or incidents, that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not could reasonably be expected to have a Material Adverse Effect. All licensesform the basis of any Environmental Claim against GateField or against any Person whose liability for any Environmental Claim GateField has retained or assumed either contractually or by operation of law; (iii) GateField has not disposed of, permitsemitted, registrations discharged, handled, stored, transported, used or approvals required released any Hazardous Materials, arranged for the conduct disposal, discharge, storage or release of the business of the Borrower and each of its Subsidiaries any Hazardous Materials, or exposed any employee or other individual to any Hazardous Materials or condition so as to give rise to any liability or corrective or remedial obligation under any Environmental Law have been secured Laws; and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, (iv) to the best knowledge of the BorrowerGateField, threatened wherein an unfavorable decisionno Hazardous Materials are present in, ruling on, or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on under any real property now or at any time properties owned, leased or operated used at any time (including both land and improvements thereon) by the Borrower GateField, or for its business, and no reasonable likelihood exists that any of its Subsidiaries Hazardous Materials will come to be present in, on, or on under any Property adjacent properties owned, leased or used at any time (including both land and improvements thereon) by GateField, so as to give rise to any such real property, that are known by the Borrower material liability or as to which the Borrower corrective or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property remedial obligation under any Environmental Laws. For the purposes of this Agreement, "Environmental Claim" means any notice, claim, act, cause of action or investigation by any Person or governmental or private entity alleging potential liability arising out of, based on or resulting from (A) the presence, or release into the environment, or exposure of any Person to Hazardous Materials or (B) any violation, or alleged violation, of any Environmental Law. "Environmental Laws" means all national, except in each such caseprovincial, such environmental claims local and foreign laws, regulations or restrictions that individually permit requirements relating to protection of human health or in the aggregate would not reasonably be expected to have a Material Adverse Effectenvironment. "Hazardous Materials" means chemicals, pollutants, contaminants, wastes, toxic substances, radioactive and biological materials, asbestos-containing materials, hazardous substances, petroleum and petroleum products or any fraction thereof.
Appears in 1 contract
Environmental Compliance. (a) The Borrower and each of its Subsidiaries is and, to the knowledge of the Borrower, each other Specified Party conducts in compliance with all the ordinary course of business a review of the effect of existing Environmental Laws governing its businessand claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, except to operations and properties, and as a result thereof the extent Borrower has reasonably concluded that any such failure to comply (together with any resulting penaltiesEnvironmental Laws and claims could not, fines individually or forfeitures) would not in the aggregate, reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct (b) None of the business properties currently or formerly owned or operated by the Borrower nor its Subsidiaries nor, to the knowledge of the Borrower, any other Specified Party is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; there are no and to the best knowledge of the Borrower and each of never have been any underground or above-ground 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 property currently owned or operated by the Borrower nor its Subsidiaries under nor, to the knowledge of the Borrower, any Environmental Law have been secured and other Specified Party or, on any property formerly owned or operated by the Borrower and each or any Subsidiary, or to the best of the knowledge of the Borrower, any other Specified Party; there is no asbestos or asbestos- containing material on, at or in any property currently owned or operated by the Borrower nor its Subsidiaries is nor, to the knowledge of the Borrower, any other Specified Party; and Hazardous Materials have not been Released on, at, under or from any property currently or formerly owned or operated by the Borrower nor its Subsidiaries nor, to the knowledge of the Borrower, any other Specified Party in substantial compliance therewitha manner, except for such licensesform or amount which could reasonably be expected to result in material liability of the Borrower or its Subsidiaries or, permitsto the knowledge of the Borrower, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effectany other Specified Party. (c) Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending ornor, to the best knowledge of the Borrower, any other Specified Party is undertaking, and 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 wherein an unfavorable decisionRelease of Hazardous Materials at, ruling on, under, or finding would reasonably be expected from any site, location or operation, either voluntarily or pursuant to have a Material Adverse Effect. There are no factsthe order of any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials generated, circumstancesused, conditions treated, handled or occurrences on stored at, or transported to or from, any real property now currently or at any time owned, leased formerly owned or operated by the Borrower or any of nor its Subsidiaries or on nor, to the knowledge of the Borrower, any Property adjacent other Specified Party have been disposed of in a manner which could not reasonably expected to any result in material liability to such real propertySpecified Party. (d) The Borrower and its Subsidiaries and, that are known by to the Borrower or as to which knowledge of the Borrower or any such Subsidiary has received written noticeBorrower, that could reasonably be expectedthe other Specified Parties: (i) to form are, and within the basis period of an environmental claim against the Borrower or any all applicable statutes of its Subsidiaries or any real property of the Borrower or any of its Subsidiarieslimitation have been, in compliance with all applicable Environmental Laws; or (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) to cause such real property to be subject to any restrictions on the ownershipextent within the control of the Specified Parties, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.of
Appears in 1 contract
Samples: Credit Agreement (Advanced Emissions Solutions, Inc.)
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance Lessee shall promptly comply with all statutes, regulations and ordinances, and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup of Hazardous Waste or Materials in, on or under the Property or the Project, at Lessee's expense. In the event that Bondholder upon an Event of Default reasonably believes that the Property or the Project is not free of all Hazardous Waste or Materials or that Lessee has violated any applicable Environmental Laws governing its business, except with respect to the extent that any such failure Property or the Project, then immediately, upon request by Bondholder, Lessee shall obtain and furnish to comply (together with any resulting penaltiesBondholder, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licensesat Lessee's sole cost and expense, permits, registrations or approvals required for the conduct an environmental audit and inspection of the business of Property or the Borrower Project from an expert satisfactory to Bondholder. In the event that Lessee fails to immediately obtain such audit or inspection, Bondholder or its agents may perform or obtain such audit or inspection at Lessee's sole cost and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithexpense. Bondholder may, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith but is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected obligated to, enter upon the Property and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best Project; and whether or not Lessee has actual knowledge of the Borrowerexistence of Hazardous Waste or Materials on the Property, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower Project or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or property as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower date hereof, Lessee shall reimburse Bondholder as provided herein for the full amount of all costs and expenses incurred by Bondholder prior to Bondholder acquiring title to the Project through foreclosure or acceptance of a deed in lieu of foreclosure, in connection with such compliance activities. Neither this provision nor any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually provision herein or in the aggregate would Mortgage, the Assignment or related documents shall operate to put Bondholder in the position of an owner of the Property or the Project prior to any acquisition of the Project by Bondholder. The rights granted to Bondholder herein and in the Mortgage, the Assignment or related documents are granted solely for the protection of Bondholder's lien and security interest covering the Project and do not reasonably be expected grant to have a Material Adverse EffectBondholder the right to control Lessee's actions, decisions or policies regarding Hazardous Waste or Materials.
Appears in 1 contract
Environmental Compliance. The Borrower (a) Each Credit Party will, and each will cause its Subsidiaries to, use and operate all of its Subsidiaries is and their facilities and Real Property in compliance with all Environmental Laws governing Laws, keep all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all Hazardous Materials in compliance with all Environmental Laws, and keep its businessand their Real Property free of any Lien imposed by any Environmental Law, in each case, except to where the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would do so could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations (b) The Borrower will promptly give notice to the Administrative Agent upon any Credit Party or approvals required for the conduct of the business of the Borrower and each Subsidiary thereof becoming aware of: (i) any violation by any Credit Party or any of its Subsidiaries of any Environmental Law which could reasonably be expected to result in a Material Adverse Effect, (ii) any proceeding against or investigation of any Credit Party under any Environmental Law have been secured and Law, including a written request for information or a written notice of violation or potential environmental liability from any Governmental Authority or any other Person, which could reasonably be expected to result in a Material Adverse Effect, (iii) the Borrower and each occurrence or discovery of its Subsidiaries is a new Release or new threat of a Release (or discovery of any Release or threat of a Release previously undisclosed by any Credit Party to Administrative Agent) at, on, under or from any of the Real Property of any Credit Party or any facility or assets therein in substantial compliance therewithexcess of reportable or allowable standards or levels under any Environmental Law, except for such licensesor under circumstances, permits, registrations or approvals in a manner or amount which could reasonably be expected to result in a Material Adverse Effect or (iv) any Environmental Claim arising or existing on or after the failure Closing Date which could reasonably be expected to secure or to comply therewith is not reasonably likely to have result in a Material Adverse Effect. Neither (c) In the Borrower nor event of a Release of any Hazardous Material on any Real Property of any Credit Party which could reasonably be expected to result in material liability on the part of any Credit Party under any Environmental Law, such Credit Party, upon discovery thereof, shall take all necessary steps to initiate and expeditiously complete all response, corrective and other action to mitigate and resolve any such violation or potential liability in accordance with and to the extent required of such Credit Party under Environmental Law, and shall keep the Administrative Agent informed on a regular basis of their actions and the results of such actions; provided, however, that no Credit Party (or its respective Subsidiaries) shall be required to undertake any such response, corrective action or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP. (d) Each Credit Party shall provide the Administrative Agent with copies of any material demand, request for information, notice, submittal, documentation or correspondence received or provided by any Credit Party or any of its Subsidiaries has received written notice, from or otherwise knows, that it is in to any respect in noncompliance with, breach of Governmental Authority or default other Person under any applicable writ, order, judgment, injunction, or decree Environmental Law to which the Borrower or such Subsidiary is a party or that extent the same would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, to result in the aggregate, have a Material Adverse Effect. There are no environmental claims pending orSuch notice, submittal or documentation shall be provided to the best knowledge of the BorrowerAdministrative Agent promptly and, threatened wherein an unfavorable decisionin any event, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent within five (5) Business Days after such material is provided to any such real property, that are known by the Borrower Governmental Authority or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.third party. 79
Appears in 1 contract
Environmental Compliance. The Borrower (a) Each Seller and each of its Subsidiaries Foreign Subsidiary is and has been for the past five (5) years, in material compliance with all applicable Environmental Laws; (b) each Seller and Foreign Subsidiary possesses, and is and has been for the past five (5) years, in material compliance with, all Permits required under any applicable Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct operation of the business of the Borrower Sellers and each the Foreign Subsidiaries as presently conducted; (c) there are no pending Environmental Claims against any Seller or Foreign Subsidiary and no Environmental Claim has been threatened in writing against any Seller or Foreign Subsidiary; (d) to the knowledge of its Subsidiaries the Sellers, no Hazardous Substances are present and no Release of any Hazardous Substance has occurred on, in, at, under, to or from any Site in a condition or concentration that would create an obligation under any Environmental Law to report to a governmental authority or perform an investigation or remedial or corrective action; (e) the Sellers have been secured made available to the Buyers all correspondence, sampling data and reports in the Borrower and each possession, custody or control of its Subsidiaries is in substantial compliance therewithany Seller or Foreign Subsidiary, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such casecase that pertain to compliance with Environmental Law or any Environmental conditions on any Site, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending currently owned Real Property or, to the best knowledge of the BorrowerSellers, threatened wherein an unfavorable decisionoccupied Real Property; (f) to the knowledge of the Sellers, ruling no Seller or finding would Foreign Subsidiary, any predecessors any Seller or Foreign Subsidiary, or any entity previously owned by any Seller or Foreign Subsidiary, has transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Substance to any off-Site location which has or could reasonably be expected to have a Material Adverse Effect. There result in an Environmental Claim against any Seller or Foreign Subsidiary; (g) to the knowledge of the Sellers, there are no facts(i) polychlorinated biphenyl containing equipment, circumstances(ii) underground storage tanks, conditions or occurrences on any real property now or (iii) asbestos containing material at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Real Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, in a condition that could reasonably be expected: expected to result in an Environmental Claim; (h) no Seller or Foreign Subsidiary has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Authority under any Environmental Laws; (i) no Seller or Foreign Subsidiary has, expressly assumed responsibility for or agreed to form indemnify or hold harmless any Person for any Liability arising under or relating to Environmental Laws, including but not limited to, any Liability for investigation, corrective or remedial action. The representations and warranties set forth in this Section 5.21 and Sections 5.5, 5.6, 5.7 and 5.9 are the basis of an environmental claim against exclusive representations and warranties made by the Borrower Sellers with respect to Environmental Claims and matters arising under or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) pursuant to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLaws.
Appears in 1 contract
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the best Borrower's knowledge of the threatened, or judgments or orders relating to any Hazardous Materials (collectively called "ENVIRONMENTAL CLAIMS") asserted or threatened against Borrower, threatened wherein an unfavorable decisionany predecessor owner, ruling tenant or finding would reasonably be expected operator or relating to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now currently or at any time formerly owned, leased or operated by Borrower including the Mortgaged Property. Except as disclosed in the Environmental Reports, to Borrower's knowledge, neither Borrower nor any other Person has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of its Subsidiaries in a manner which could form the basis for an Environmental Claim against Borrower. Except as disclosed in the Environmental Reports, to Borrower's knowledge, no Hazardous Materials in violation of applicable Environmental Laws are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on any Property real property currently or formerly owned, leased or operated by Borrower, including the Mortgaged Property, or to the knowledge of Borrower, on adjacent to any such parcels of real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability and no part of such real property under or, to the knowledge of Borrower no part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials in violation of applicable Environmental Laws or to any Environmental Lawextent which has, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not might reasonably be expected to have have, a Material Adverse Effect. Except as disclosed in the Environmental Reports, to Borrower's knowledge, Borrower and the Mortgaged Property has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all permits, licenses or other authorizations required by applicable Environmental Laws.
Appears in 1 contract
Samples: Loan and Security Agreement (Lexicon Genetics Inc/Tx)
Environmental Compliance. The In the exercise of the reasonable business judgment of each Borrower and each its Restricted Subsidiaries, take prompt and appropriate action to respond to any material non-compliance with applicable Environmental Laws or Environmental Permits or to any material Release or a substantial threat of a material Release of a Contaminant, and upon request from Administrative Agent, shall regularly report to Administrative Agent on such response. Without limiting the generality of the foregoing, whenever Administrative Agent or any Lender has a reasonable basis to believe that a Borrower is not in material compliance with applicable Environmental Laws or Environmental Permits or that any property of a Borrower or its Subsidiaries, or any property to which Contaminants generated by a Borrower or its Subsidiaries is in compliance with all Environmental Laws governing its business, except have come to the extent be located (“Offsite Property”) has or may become contaminated or subject to an order or decree such that any such failure to comply (together with any resulting penaltiesnon-compliance, fines contamination or forfeitures) would not order or decree could reasonably be expected anticipated to have a Material Adverse Effect. All licenses, permitsthen, registrations or approvals required for to the extent a Borrower has the legal right to do so, such Borrower agrees to, at Administrative Agent’s request and such Borrower’s expense: (i) cause an independent environmental engineer reasonably acceptable to Administrative Agent to conduct such tests of the business of site where the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial alleged or actual non-compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event contamination has occurred and is continuing thatprepare and deliver to Administrative Agent, with the passage Lenders and such Borrower a report(s) reasonably acceptable to Administrative Agent setting forth the results of time such tests, such Borrower’s proposed plan and schedule for responding to any environmental problems described therein, and such Borrower’s estimate of the costs thereof; and (ii) provide Administrative Agent, the Lenders and such Borrower a supplemental report(s) of such engineer whenever the scope of the environmental problems or such Borrower’s response thereto or the giving of notice or bothestimated costs thereof, would constitute noncompliance, breach of or default thereunder, except in each such caseshall materially change. Notwithstanding the above, such noncompliance, breaches Borrower shall not be obligated (other than as required by applicable law) to undertake any tests or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or remediation at any time owned, leased Offsite Property that (a) is not owned or operated by the such Borrower or any of its Subsidiaries or on any Property adjacent to any and (b) where Contaminants generated by persons other than such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property have also come to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectlocated.
Appears in 1 contract
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance shall promptly comply with all statutes, regulations and ordinances, and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup of Hazardous Waste or Materials in, on or under the Project, any Mortgaged Property or any adjacent property, or incorporated in any Improvements, at Borrower's expense. In the event that Lender at any time has a reasonable belief that the Project is not free of all Hazardous Waste or Materials or that Borrower has violated any applicable Environmental Laws governing its business, except with respect to the extent that Project or any such failure Mortgaged Property, then immediately, upon request by Lender, Borrower shall obtain and furnish to comply (together with any resulting penaltiesLender, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licensesat Borrower's sole cost and expense, permits, registrations or approvals required for the conduct an environmental audit and inspection of the business of Project and any Mortgaged Property from an expert satisfactory to Lender. In the event that Borrower fails to immediately obtain such audit or inspection, Lender or its agents may perform or obtain such audit or inspection at Borrower's sole cost and each of expense. Lender may, but is not obligated to, enter upon the Project and any Mortgaged Property and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its Subsidiaries under any Environmental Law have been secured interest in the Project and the Mortgaged Property; and whether or not Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best actual knowledge of the Borrowerexistence of hazardous waste or materials on the Project, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower Mortgaged Property or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or property as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the date hereof, Borrower shall reimburse Lender as provided herein for the full amount of all costs and expenses incurred by Lender prior to Lender acquiring title to the Project through foreclosure or acceptance of a deed in lieu of foreclosure, in connection with such compliance activities. Neither this provision nor any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually provision herein or in the aggregate would Mortgage, the Assignment or related documents shall operate to put Lender in the position of an owner of the Project or Mortgaged Property prior to any acquisition of the Project or Mortgaged Property by Lender. The rights granted to Lender herein and in the Mortgage, the Assignment or related documents are granted solely for the protection of Lender's lien and security interest covering the Mortgaged Property and do not reasonably be expected grant to have a Material Adverse EffectLender the right to control Borrower's actions, decisions or policies regarding hazardous waste or materials.
Appears in 1 contract
Samples: Loan Agreement (Westerbeke Corp)
Environmental Compliance. The Borrower and Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) each of the Company and its Subsidiaries (A) is in compliance with applicable Environmental Laws and (B) is in compliance with all Environmental Laws governing Permits; and (ii) all Environmental Permits are validly issued and are in full force and effect, and all applications, notices or other documents have been timely filed to effect timely renewal, issuance or reissuance of such Environmental Permits. None of the Company or any of its businessSubsidiaries has been or is the subject of any Environmental Claim, and no Environmental Claim is pending or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or against any Person whose liability for the Environmental Claim was or may have been retained or assumed by contract or by operation of law or pursuant to any order by any Governmental Authority by the Company or any of its Subsidiaries, except to the extent that for any such failure to comply (together with any resulting penalties, fines or forfeitures) Environmental Claims that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. All licensesNo Hazardous Materials are present at, permitson, registrations under or approvals required emanating from any properties or facilities currently leased, operated or used or previously owned, leased, operated or used, in circumstances that would reasonably be expected to form the basis for the conduct of the business of the Borrower and each of its Subsidiaries under any a material Environmental Claim against, or a requirement for investigation or remediation pursuant to applicable Environmental Law have been secured and by, the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations Company or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunderSubsidiaries, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected toto have, individually or in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge None of the BorrowerCompany or any of its Subsidiaries has Released, threatened wherein an unfavorable decisiondisposed of, ruling or finding arranged to dispose of, any Hazardous Materials in a manner, or to a location, that would reasonably be expected to have result in a material Environmental Claim, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on No material lien imposed by any real property now or at Governmental Authority having jurisdiction pursuant to any time Environmental Law is currently outstanding as to any assets owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower Company or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
Appears in 1 contract
Samples: Ordinary Shares Purchase Agreement (Tritium DCFC LTD)
Environmental Compliance. The Borrower 39.01. Tenant shall, at Tenant's sole cost and each expense, comply with the New Jersey Industrial Site Recovery Act and the regulations promulgated thereunder (referred to as "ISRA") as same relate to Tenant's occupancy of the Demised Premises, as well as all other state, federal or local environmental law, ordinance, rule, or regulation either in existence as of the date hereof or enacted or promulgated after the date of this Lease, that concern the management, control, discharge, treatment and/or removal of hazardous discharges or otherwise affecting or affected by Tenant's use and occupancy of the Demised Premises. Tenant represents that Tenant's SIC number is 8731, and does not subject it to ISRA. Tenant shall, at Tenant's own expense, make all submissions to, provide all information to, and comply with all requirements of the Bureau of Industrial Site Evaluation (the "Bureau") of the New Jersey Department of Environmental Protection ("NJDEP"). Should the Bureau or any other division of NJDEP, pursuant to any other environmental law, rule, or regulation, determine that a cleanup plan be prepared and that a cleanup be undertaken because of any spills or discharge of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its Subsidiaries agents or contractors, then Tenant shall, at Tenant's own expense prepare and submit the required plans and financial assurances, and carry out the approved plans. In the event that Landlord shall have to comply with ISRA by reason of Landlord's actions, Tenant shall promptly provide all information requested by Landlord for preparation of non-applicability affidavits or a Negative Declaration and shall promptly sign such affidavits when requested by Landlord. Tenant shall indemnify, defend, and save harmless Landlord from all fines, suits, procedures, claims, and actions of any kind arising out of or in any way connected with any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its agents or contractors, and from all fines, suits, procedures, claims, and actions of any kind arising out of Tenant's failure to provide all information, make all submission and take all actions required by the Bureau or any other division of NJDEP. Tenant's obligations and liabilities under this Paragraph shall continue so long as Landlord remains responsible for any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its agents or contractors. Tenant's failure to abide by the terms of this paragraph shall be restrainable by injunction. Tenant shall have no responsibility to obtain a "Negative Declaration" or "Letter of Non- Applicability" from the NJDEP if the sole reason for obtaining same is in compliance connection with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines a sale or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct other disposition of the business real estate by Landlord but Tenant agrees to cooperate with Landlord in Landlord's effort to obtain same and shall perform at Tenant's expense any clean up required by reason of Tenant's use and occupancy of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectDemised Premises.
Appears in 1 contract
Samples: Life Medical Sciences Inc
Environmental Compliance. The Borrower shall, and shall cause each of its Subsidiaries Subsidiaries, in the exercise of its reasonable business judgment, to take prompt and appropriate action to respond to any material non- compliance with Environmental Laws or Environmental Permits or to any unpermitted Release or threatened Release of a Contaminant, and shall regularly report to the Agent on such response. Without limiting the generality of the foregoing, whenever the Agent or any Lender has a reasonable basis to believe that the Borrower is not in material compliance with all Environmental Laws governing or Environmental Permits or that any property of the Borrower or its businessSubsidiaries, except or any property to the extent which Contaminants generated by Borrower or its Subsidiaries have come to be located ("Offsite Property") has or may become contaminated or subject to an order or decree such that any such failure to comply (together with any resulting penaltiesnon-compliance, fines contamination or forfeitures) would not order or decree could reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of Effect then the Borrower agrees to, at the Agent's request and each of its Subsidiaries under any Environmental Law have been secured the Borrower's expense: (a) cause a qualified environmental engineer reasonably acceptable to the Agent to assess the site where the alleged or actual noncompliance contamination has occurred and prepare and deliver to the Agent, the Lenders and the Borrower a report reasonably acceptable to Agent setting forth the results of such assessments, a proposed plan and each schedule for responding to any environmental problems described therein, and an estimate of its Subsidiaries is in substantial compliance therewiththe costs thereof; and (b) provide the Agent, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither Lenders and the Borrower nor any a supple- mental report of its Subsidiaries has received written noticesuch engineer whenever the scope of the environmental problems or the Borrower's response thereto or the estimated costs thereof, or otherwise knows, that it is shall change in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending material respect; or, as an alternative to the best knowledge of subparagraphs (a) and (b) above, the Borrower, threatened wherein upon the Agent's or any Lender's request, shall allow the Agent or such Lender, as the case may be, or an unfavorable decisionagent or representative of the Agent or such Lender, ruling to enter onto the property to conduct any desired environmental audits and tests at the Borrower's expense. The Agent and the Lenders hereby covenant and agree that any reports, records, notices, estimates or finding would reasonably other information they receive in connection with this subsection shall be expected kept strictly confidential, and shall not be disclosed to have or used by any Person (other than the Agent's or any Lender's authorized representatives for the purpose of reviewing or enforcing the Agent's or such Lender's rights hereunder or as permitted by Section 9.12(g), which persons shall also be bound by this sentence) unless and only to the extent that disclosure is required pursuant to any Environmental Laws, Environmental Permits, or order of a Material Adverse Effect. There are no factscourt of competent jurisdiction, circumstancesin which case the Agent or such Lender, conditions or occurrences on any real property now or at any time ownedas the case may be, leased or operated by shall promptly notify the Borrower or any in writing of its Subsidiaries or on any Property adjacent to any such real property, that are known by requirement and the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property nature and extent of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectrequired disclosure.
Appears in 1 contract
Environmental Compliance. The Borrower Guarantor will remedy, and will cause each Restricted Subsidiary to remedy, any and all failures of its Subsidiaries is in compliance Guarantor or any such Restricted Subsidiary to comply with all Environmental Laws governing its businessin a timely manner, except to but in any event within any time period required by any applicable governmental authority, including, without limitation, all Environmental Laws in jurisdictions in which the extent that Guarantor or any such failure to comply (together Restricted Subsidiary owns property, operates, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise, noncompliance with any resulting penalties, fines or forfeitures) would not which could reasonably be expected to have a Material Adverse Effect. All licensesThe Guarantor will furnish to the Banks promptly after receipt thereof a copy of any notice the Guarantor or any Restricted Subsidiary may receive from any governmental authority, permits, registrations private person or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, entity or otherwise knowsthat any litigation or proceeding pertaining to any environmental, that it health or safety matter has been filed or is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which threatened against the Borrower Guarantor or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate Restricted Subsidiary, any real property and no event has occurred and is continuing that, with in which the passage of time Guarantor or the giving of notice such Restricted Subsidiary holds any interest or both, would constitute noncompliance, breach of any past or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge present operation of the Borrower, threatened wherein an unfavorable decision, ruling Guarantor or finding would such Restricted Subsidiary and such litigation or proceeding could reasonably be expected to have a Material Adverse Effect. There are no factsThe Guarantor will not, circumstancesand will not knowingly allow any other Person to, conditions store, release or occurrences on dispose of hazardous waste, solid waste or other wastes on, under or to any real property now in which the Guarantor holds any direct or at any time owned, leased indirect interest or operated by the Borrower or performs any of its Subsidiaries operations, in violation of any Environmental Law. As used in this Section, “litigation or on proceeding” means any Property adjacent to demand, claim, notice, suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any such real propertygovernmental authority, that are known by private person or entity or otherwise. The Guarantor shall defend, indemnify and hold harmless the Borrower Banks against all costs, expenses, claims, damages, penalties and liabilities of every kind or as to which nature whatsoever (including attorneys’ fees) arising out of or resulting from the Borrower noncompliance of the Guarantor or any such Restricted Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under with any Environmental Law, except provided, that, so long as and to the extent that the Banks are not required to make any payment or suffer to exist any unsatisfied judgment, order, or assessment against them, the Guarantor may pursue rights of appeal to comply with such Environmental Laws. In any case of noncompliance with any Environmental Law by a Restricted Subsidiary, the Banks’ recourse for such indemnity herein shall be limited solely to the property of the Restricted Subsidiary holding title to the property involved in each such casenoncompliance and such recovery shall not be a lien, such environmental claims or restrictions that individually a basis of a claim of lien or in levy of execution, against either the aggregate would not reasonably be expected to have a Material Adverse EffectGuarantor’s general assets or the general assets of any of its Restricted Subsidiaries.
Appears in 1 contract
Samples: Forest City Enterprises Inc
Environmental Compliance. The Borrower shall, and shall cause each of its Subsidiaries is Restricted Subsidiaries, in the exercise of its reasonable business judgment, to take prompt and appropriate action to respond to any material non-compliance with all applicable Environmental Laws governing its businessor Environmental Permits or to any material Release or a substantial threat of a material Release of a Contaminant, except and upon request from Administrative Agent, shall regularly report to Administrative Agent on such response. Without limiting the extent generality of the foregoing, whenever Administrative Agent or any Lender has a reasonable basis to believe that Borrower is not in material compliance with applicable Environmental Laws or Environmental Permits or that any property of Borrower or its Subsidiaries, or any property to which Contaminants generated by Borrower or its Subsidiaries have come to be located ("OFFSITE PROPERTY") has or may become contaminated or subject to an order or decree such failure to comply (together with that any resulting penaltiesnon-compliance, fines contamination or forfeitures) would not order or decree could reasonably be expected anticipated to have a Material Adverse Effect. All licenses, permitsthen, registrations or approvals required for to the extent Borrower has the legal right to do so, Borrower agrees to, at Administrative Agent's request and Borrower's expense: (i) cause an independent environmental engineer reasonably acceptable to Administrative Agent to conduct such tests of the business of site where the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial alleged or actual non-compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event contamination has occurred and is continuing thatprepare and deliver to Administrative Agent, with the passage Lenders and Borrower a report(s) reasonably acceptable to Administrative Agent setting forth the results of time such tests, Borrower's proposed plan and schedule for responding to any environmental problems described therein, and Borrower's estimate of the costs thereof; and (ii) provide Administrative Agent, the Lenders and Borrower a supplemental report(s) of such engineer whenever the scope of the environmental problems or Borrower's response thereto or the giving of notice estimated costs thereof, shall materially change. Notwithstanding the above, Borrower shall not be obligated (other than as required by applicable law) to undertake any tests or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or remediation at any time owned, leased Offsite Property that (a) is not owned or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known and (b) where Contaminants generated by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the persons other than Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property have also come to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectlocated.
Appears in 1 contract
Environmental Compliance. The Borrower Lessee will not cause or permit the leased ------------------------ premises or Lessee to be in violation of, or do anything or permit anything to be done which will subject the leased premises to any remedial obligations under, any Applicable Laws (as hereinafter defined) assuming disclosure to the applicable governmental authorities of all relevant facts, conditions and each circumstances know to Lessee, if any, pertaining to the leased premises and Lessee and Lessee will promptly notify Lessor in writing of its Subsidiaries is any existing, pending or threatened investigation or inquiry by any governmental authority in connection with any Applicable Laws upon Lessee's receipt of notice thereof. Lessee shall obtain or cause to be obtained any permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of the leased premises required under any Applicable Laws. Lessee shall take all steps reasonably necessary to determine that no hazardous substances or solid wastes are being disposed of otherwise released on or to the leased premises in violation of Applicable Laws. Lessee will not cause or permit the disposal or other release of any hazardous substances or solid waste on or to the leased premises in violation of Applicable Laws and covenants and agrees to keep or cause the leased premises to be kept free of any hazardous substance or solid waste except in compliance with all Environmental Applicable Laws governing and to remove the same (or if removal is prohibited by law, to take whatever action is required by law) promptly upon discovery at its business, except to sole expense. In the extent that any such failure event Lessee fails to comply (together with or perform any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower foregoing covenants and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received obligations within fifteen (15) days after written notice, Lessor may declare a default hereunder and in addition to Lessor's remedies available by reason thereof, Lessor may (without any obligations, express or otherwise knowsimplied) remove any hazardous substance or solid waste from the leased premises (or if removal is prohibited by law, that it take whatever action is in any respect in noncompliance with, breach required by law) and the cost of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower removal or such Subsidiary other action shall be paid by Lessee to Lessor as additional rent. Lessee grants to Lessor and its agents, employees, contractors and consultants access to the leased premises and the right to enter upon the leased premises and remove the hazardous substance or solid waste (or if removal is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending orprohibited by law, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated take whatever action is required by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectlaw.)
Appears in 1 contract
Environmental Compliance. (a) The Borrower will, and will cause each of its Subsidiaries is to, comply in compliance all material respects with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of in jurisdictions in which the Borrower and each or any of its Subsidiaries under owns or operates a facility or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Environmental Law have been secured and the Borrower and each of its Subsidiaries is Hazardous Materials, or holds any interest in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effectreal property. Neither the Borrower nor any of its Subsidiaries has received written noticeshall cause or allow the release of Hazardous Materials, solid waste or otherwise knowsother wastes on, that it is under or to any Real Property in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party holds any interest or that would affect performs any of its operations, in material violation of any applicable Environmental Law. The Borrower shall notify the ability Lenders promptly after its receipt of notice thereof, of any Environmental Claim which the Borrower receives involving any potential or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage actual material liability of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries arising in connection with any noncompliance with or on violation of the requirements of any Property adjacent to Environmental Law or a material Release or threatened Release of any such real propertyHazardous Materials, that are known by into the environment in violation of applicable Environmental Law. The Borrower or as to which shall promptly notify the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: Lenders (i) to form of any material Release of Hazardous Material on, under or from the basis of an environmental claim against Real Property in which the Borrower or any of its Subsidiaries holds or any real property has held an interest, upon the Borrower’s learning thereof by receipt of notice that the Borrower or any of its Subsidiaries; Subsidiaries is or may be liable to any Person as a result of such Release or that the Borrower or such Subsidiary has been identified as potentially responsible for, or is subject to investigation by any Governmental Authority relating to, such Release, and (ii) to cause such real property to be subject to of the commencement or overt threat of any restrictions on the ownership, occupancy, use judicial or transferability administrative proceeding alleging a material violation of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLaws.
Appears in 1 contract
Environmental Compliance. The Borrower and each of its Subsidiaries is Seller has at all times prior to the Closing Date complied in compliance all material respects with all applicable Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct both in respect of the business Blaze Business as carried on from time to time and in respect of any of the Borrower facilities at which the Blaze Business is now conducted or at which any Purchased Assets are located (each, a "FACILITY") and each any prior facility or site at which the Blaze Business has been conducted by Seller or its predecessors in interest or at which any Purchased Assets have been located (each, a "PRIOR FACILITY"). Seller is not aware of its Subsidiaries any circumstances that may cause Seller to be in non-compliance or violation of any Environmental Laws in any material respect and Seller is not aware of any circumstances affecting the Blaze Business that might justify the imposing of any requirement by a competent authority in accordance with such authority's powers and obligations under the Environmental Laws which would, if the requirement were not complied with, result in there being a non-compliance or violation of any Environmental Laws. There are no past, pending or (to Seller's knowledge) threatened proceedings, claims or actions against Seller brought under any Environmental Law Laws before any court, arbitrator or other body which have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations had or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected towould, in the aggregateevent of a judgment, decision, ruling or order being unfavorable to Seller, have a Material Adverse Effect. There are no environmental claims pending or, to Effect on the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower Blaze Business or any of its Subsidiaries the Purchased Assets. To Seller's knowledge, no part of any Facility or on any Property adjacent Prior Facility has been contaminated (whether by the deposit, spillage, disposal, discharge, release or leaching of any Hazardous Substances) and as a result of any contamination no part of any Facility or any Prior Facility represents a hazard to health or to the environment. Seller is not aware of any circumstances which may give rise or have in the past given rise to any such real property, that are known by the Borrower Liability (whether under statute or as to which the Borrower at common law) in nuisance in respect of any Facility or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form Prior Facility or the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property operation of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectBlaze Business.
Appears in 1 contract
Environmental Compliance. The Borrower operations and properties of each Obligor and each of its Subsidiaries is comply in all material respects with all applicable Environmental Laws and Environmental Permits, all past non-compliance with all such Environmental Laws governing its businessand Environmental Permits has been resolved without ongoing obligations or costs, except to the extent and no circumstances exist that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (iA) to form the basis of an environmental claim Environmental Action against the Borrower any Obligor or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; their properties that would have a Material Adverse Effect or (iiB) to cause any such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law. There are no and never have been any underground or aboveground storage tanks or any surface impoundments, except septic tanks, pits, sumps or lagoons in each such casewhich Hazardous Materials are being or have been treated, such environmental claims stored or restrictions that disposed on any property currently owned or operated by any Obligor or any of its Subsidiaries or, to the best of its knowledge, on any property formerly owned or operated by any Obligor or any of its Subsidiaries; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Obligor or any of its Subsidiaries; and Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Obligor or any of its Subsidiaries. Neither any Obligor nor any of its Subsidiaries is undertaking, and 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, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Obligor or any of its Subsidiaries have been disposed of in the aggregate would a manner not reasonably be expected to have a Material Adverse Effectresult in material liability to any Obligor or any of its Subsidiaries.
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Environmental Compliance. (a) The Borrower will, and will cause each of its Restricted Subsidiaries is in compliance to, comply with all applicable Environmental Laws, including, without limitation, all applicable Environmental Laws governing in jurisdictions in which the Borrower or any of its businessRestricted Subsidiaries owns or operates a facility or site, arranges for disposal or treatment of Hazardous Materials, accepts for transport any Hazardous Materials, or holds any interest in real property, except to where the extent that any such failure to so comply (together with any resulting penalties, fines or forfeitures) would could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Materially Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries has received written noticeshall cause or allow the release of Hazardous Materials, solid waste or otherwise knowsother wastes on, that it is under or to any Real Property in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Restricted Subsidiary is a party holds any interest or that would affect the ability performs any of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected toits operations, in the aggregateviolation of any applicable Environmental Law, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would if such release could reasonably be expected to have a Material Materially Adverse Effect. There are no factsThe Borrower shall notify the Lenders promptly after its receipt of notice thereof, circumstances, conditions or occurrences on of any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to Environmental Claim which the Borrower receives involving any potential or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property actual material liability of the Borrower or any of its Subsidiaries; Restricted Subsidiaries arising in connection with any noncompliance with or violation of the requirements of any Environmental Law or a material Release or threatened Release of any Hazardous Materials, into the environment in violation of applicable Environmental Law. The Borrower shall promptly notify the Lenders (i) of any material Release of Hazardous Material on, under or from the Real Property in which the Borrower or any of its Restricted Subsidiaries holds or has held an interest, upon the Borrower’s learning thereof by receipt of notice that the Borrower or any of its Restricted Subsidiaries is or may be liable to any Person as a result of such Release or that the Borrower or such Restricted Subsidiary has been identified as potentially responsible for, or is subject to investigation by any Governmental Authority relating to, such Release, and (ii) to cause such real property to be subject to of the commencement or overt threat of any restrictions on the ownership, occupancy, use judicial or transferability administrative proceeding alleging a material violation of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.Laws. 108
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Environmental Compliance. The Borrower LESSEE will so conduct and each operate the Leased Premises as not to interfere in any way with the use and enjoyment of other portions of the same or neighboring buildings by others, by reason of offensive odors, smells, noise, accumulation of garbage or trash, vermin or other pests or otherwise and will, at its Subsidiaries expense, employ a professional pest control service if necessary as a result of LESSEE’S operations. LESSEE agrees to maintain efficient and effective device for preventing damage to heating equipment from harmful solvents, degreasers, cutting oils, and the like, which may be used within the premises. Except in accordance with applicable laws and except as otherwise provided herein, no hazardous wastes, radioactive materials or chemical or harmful biological agents or materials of any sort shall be stored or allowed to remain within the Leased Premises at any time, without LESSOR’S prior notice and consent, which consent shall not be unreasonably withheld or delayed. Prior to vacating the Leased Premises at the end of the Term (or any applicable extension), or sooner in the event of a default hereunder, LESSEE at its sole cost and expense shall provide LESSOR and Owner with environmental audit by qualified environmental engineering firm reasonably satisfactory to LESSOR (the “Exit Study”). Liability for any remedial actions required or recommended on the basis of the Exit Study to address materials introduced by LESSEE or parties claiming under LESSEE shall be borne by LESSEE; the parties acknowledging the foregoing liability shall accrue once LESSEE has received and reviewed an exit study (to be provided by LESSOR to LESSEE prior to and as condition of the Delivery Date) showing the then existing environmental condition of the Leased Premises to be free from any harmful hazardous materials or contaminants, and accepts the same in all respects. LESSOR shall indemnify, defend and hold LESSEE harmless from and against any and all claims, losses, damages, liabilities, costs, legal fees and expenses of any sort arising out of or relating to (i) the presence on the Premises, Building or the property on which the Building is in compliance with all Environmental Laws governing its businesslocated of any hazardous substances, except hazardous wastes, pollutants, radiation or radioactive materials present at the Premises, Building or the property on which the Building is located as of the Delivery Date, and/or (ii) any release into the environment (including, but not limited to, the Building or the property on which the Building is located) of any hazardous substances, hazardous wastes, pollutants, radiation or radioactive materials to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for release results from the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach negligence of or default under any applicable writ, order, judgment, injunction, willful misconduct or decree to which the Borrower omission by LESSOR or such Subsidiary is a party its agents or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectemployees.
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Environmental Compliance. The Borrower and each Neither the Seller nor any of its Subsidiaries past owned or leased real properties or operations, are subject to or the subject of, any proceeding, order, settlement, or other contract or agreement arising under any environmental laws, rules or regulations, nor has any investigation been commenced or is in compliance any proceeding threatened against the Seller under any environmental laws, rules or regulations with all Environmental Laws governing its business, except regard to the extent that Seller's business activities. The Seller has not received any written notice, report or other written information regarding any actual or alleged violation of any environmental laws, rules or regulations, or any liabilities or potential liabilities, including any investigatory remedial or corrective obligations, relating to the Seller's business activities or the real properties owned or operated by the Seller and arising under any environmental laws, rules or regulations. None of the following exists, nor has ever existed, at any real property previously owned or operated by the Seller in connection with the Business in a manner requiring remediation under environmental laws, rules or regulations: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls or (4) landfills, surface impoundments or disposal areas. The Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, or owned or operated any real property (and no such real property is contaminated by any such failure to comply (together with any resulting penalties, fines substance) in a manner that has given or forfeitures) would not could reasonably be expected to have a Material Adverse Effectgive rise to onsite or offsite liabilities pursuant to any environmental laws, rules or regulations, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney fees, or any investigative, corrective or remedial obligations. All licenses, permits, registrations The Seller has provided Buyer with correct and complete copies of all reports and studies within the possession or approvals required for the conduct control of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations Seller with respect to past or approvals the failure to secure present environmental conditions or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor events at any of its Subsidiaries has received written notice, real properties presently or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased previously owned or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by Seller in connection with the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectBusiness.
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Environmental Compliance. The To the best of Borrower's knowledge, (i) there are in effect all Environmental Approvals which are required to be obtained under all Environmental Laws with respect to the Property, except for such Environmental Approvals the absence of which would not have a Material Adverse Effect, (ii) the Borrower and each of its Subsidiaries Subsidiary is in compliance in all material respects with the terms and conditions of all such Environmental Approvals, and is also in compliance in all material respects with all other Environmental Laws governing its businessor any plan, order, decree, judgment, injunction, notice or demand letter issued, entered or approved thereunder, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not have a Material Adverse Effect. Except as set forth in the Environmental Reports or otherwise disclosed to the Documentation Agent as of the Closing Date, to Borrower's actual knowledge: (i) There are no Environmental Claims or investigations pending or threatened by any Governmental Authority with respect to any alleged failure by the Borrower or its Subsidiaries to have any Environmental Approval required in connection with the conduct of the business of the Borrower or its Subsidiaries on any of the Unencumbered Asset Pool Properties, or with respect to any generation, treatment, storage, recycling, transportation, Release or disposal of any Material of Environmental Concern generated by the Borrower or its Subsidiaries or any lessee on any of the Unencumbered Asset Pool Properties; (ii) No Material of Environmental Concern has been Released at the Property to an extent that it may reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct ; (iii) No Environmental Claims have been filed with a Governmental Authority with respect to any of the business Unencumbered Asset Pool Properties, and none of the Borrower and each Unencumbered Asset Pool Properties is listed or proposed for listing on the National Priority List promulgated pursuant to CERCLA, on CERCLIS or on any similar state list of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations sites requiring investigation or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. clean-up; (iv) There are no environmental claims pending or, Liens arising under or pursuant to the best knowledge any Environmental Laws on any of the BorrowerUnencumbered Asset Pool Properties, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.and
Appears in 1 contract
Samples: Credit Agreement (Ventas Inc)
Environmental Compliance. The Borrower 39.1 Tenant shall at Tenant's sole cost and each expense, comply with the New Jersey Industrial Site Recovery Act and the regulations promulgated thereunder (referred to as "ISRA") as same relate to Tenant's occupancy of the Demised Premises, as well as all other state, federal or local environmental law, ordinance, rule, or regulation either in existence as of the date hereof or enacted or promulgated after the date of this Lease, that concern the management, control, discharge, treatment and/or removal of hazardous discharges or otherwise affecting or affected by Tenant's use and occupancy of the Demised Premises. Tenant represents that Tenant's SIC number is 0355, and does not subject it to ISRA. Tenant shall at Tenant's own expense, make all submissions to, provide all information to, and comply with all requirements of the Bureau of Industrial Site Evaluation (the "Bureau") of the New Jersey Department of Environmental Protection ("NJDEP"). Should the Bureau or any other division of NJDEP, pursuant to any other environmental law, rule, or regulation, determine that a cleanup plan be prepared and that a cleanup be undertaken because of any spills or discharge of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its Subsidiaries agents or contractors, then Tenant shall, at Tenant's own expense prepare and submit the required plans and financial assurances, and carry out the approved plans. In the event that Landlord shall have to comply with ISRA by reason of Landlord's actions, Tenant shall promptly provide all information requested by Landlord for preparation of non-applicability affidavits or a Negative Declaration and shall promptly sign such affidavits when requested by Landlord. Tenant shall indemnify, defend, and save harmless Landlord from all fines, suits, procedures, claims, and actions of any kind arising out of or in any way connected with any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the term of this lease and were caused by Tenant or its agents or contractors, and from all fines, suits, procedures, claims, and actions of any kind arising out of Tenant's failure to provide all information, make all submission and take all actions required by the Bureau or any other division of NJDEP. Tenant's obligations and liabilities under this Paragraph shall continue so long as Landlord remains responsible for any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its agents or contractors. Tenant's failure to abide by the terms of this paragraph shall be restrainable by injunction. Tenant shall have no responsibility to obtain a "Negative Declaration" or "Letter of Non-Applicability" from the NJDEP if the sole reason for obtaining same is in compliance connection with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines a sale or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct other disposition of the business of the Borrower real estate by Landlord but Tenant agrees to cooperate with Landlord in Landlord's effort to obtain same and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.shall perform at
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Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would Except as could not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business : (a) Each of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any with Environmental Laws applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any facilities and real property now or at any time properties owned, leased or operated by the Borrower or any of its Subsidiaries Subsidiary (the “Facilities”) or on any Property adjacent applicable to any such real property, that are known the businesses operated by the Borrower or as any Subsidiary (the “Businesses”), and there is no current violation of any Environmental Law by the Borrower or any Subsidiary with respect to the Facilities or the Businesses, and, to the knowledge of the Responsible Officers of the Loan Parties, there are no present conditions at the Facilities or related to the Businesses that would reasonably be expected to give rise to liability of the Borrower or any Subsidiary under any applicable Environmental Laws. (b) Neither the Borrower nor any Subsidiary, nor, to the knowledge of the Responsible Officers of the Loan Parties, any other Person, has caused any of the Facilities to contain, or to have previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted an unresolved violation by the Borrower or any Subsidiary of, or could reasonably be expected to give rise to liability of the Borrower or any Subsidiary under, Environmental Laws. (c) Neither the Borrower nor any Subsidiary has received any written or unequivocal verbal notice of, or written 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 Facilities or the Businesses that is unresolved, nor to the knowledge of the Responsible Officers of the Loan Parties, is any such notice being threatened. (d) Hazardous Materials have not been transported or disposed of from the Facilities, or generated, treated, stored or disposed of at, on or under any of the Facilities or any other location, in each case by or on behalf of the Borrower or any Subsidiary in violation of, or in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Responsible Officers of the Loan Parties, threatened, under any Environmental Law to which the Borrower or any such Subsidiary has received written noticeis or, that could reasonably to the knowledge of the Responsible Officers of the Loan Parties, will be expected: named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other governmental orders, or other administrative or judicial requirements (i) outside the ordinary course of compliance with Environmental Law applicable to form the basis of an environmental claim against the Borrower or and any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (iiSubsidiary) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property outstanding under any Environmental LawLaw with respect to the Borrower, except in each such caseany Subsidiary, such environmental claims the Facilities or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectBusinesses.
Appears in 1 contract
Environmental Compliance. The Borrower Seller has at all times prior to the Agreement Date and each of its Subsidiaries is prior to the Closing Date complied in compliance all material respects with all applicable Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct both in respect of the business Consulting Business as carried on from time to time and in respect of any of the Borrower facilities at which the Consulting Business is now conducted or at which any Purchased Assets are located (each, a "FACILITY") and each any prior facility or site at which the Consulting Business or other business has been conducted by Seller or its predecessors in interest or at which any Purchased Assets have been located (each, a "PRIOR FACILITY"). Seller is not aware of its Subsidiaries any circumstances that may cause Seller to be in non-compliance or violation of any Environmental Laws and Seller is not aware of any circumstances affecting the Consulting Business that might justify the imposing of any requirement by a competent authority in accordance with such authority's powers and obligations under the Environmental Laws which would, if the requirement were not complied with, result in there being a non-compliance or violation of any Environmental Laws. There are no past, pending or (to Seller's knowledge) threatened proceedings, claims or actions against Seller brought under any Environmental Law Laws before any court, arbitrator or other body which have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations had or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected towould, in the aggregateevent of a judgment, decision, ruling or order being unfavorable to Seller, have a Material Adverse Effect. There are no environmental claims pending or, to Effect on the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower Consulting Business or any of its Subsidiaries the Purchased Assets. To Seller's knowledge, no part of any Facility or on any Property adjacent Prior Facility has been contaminated (whether by the deposit, spillage, disposal, discharge, release or leaching of any Hazardous Substances) and as a result of any contamination no part of any Facility or any Prior Facility represents a hazard to health or to the environment. Seller is not aware of any circumstances which may give rise or have in the past given rise to any such real property, that are known by the Borrower Liability (whether under statute or as to which the Borrower at common law) in nuisance in respect of any Facility or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form Prior Facility or the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property operation of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectConsulting Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Primix)
Environmental Compliance. The Borrower 39.01. Tenant shall, at Tenant's sole cost and each expense, comply with the New Jersey Industrial Site Recovery Act and the regulations promulgated thereunder (referred to as ISRA") as same relate to Tenant's occupancy of the Demised Premises, as well as all other state, federal or local environmental law, ordinance, rule, or regulation either in existence as of the date hereof or enacted or promulgated after the date of this Lease, that concern the management, control, discharge, treatment and/or removal of hazardous discharges or otherwise affecting or affected by Tenant's use and occupancy of the Demised Premises. Tenant represents that Tenant's SIC number is 7873, and does not subject it to ISRA. Tenant shall, at Tenant's own expense, make all submissions to, provide all information to, and comply with all requirements of the Bureau of Industrial Site Evaluation (the "Bureau") of the New Jersey Department of Environmental Protection ("NJDEP"). Should the Bureau or any other division of NJDEP, pursuant to any other environmental law, rule, or regulation, determine that a cleanup plan be prepared and that a cleanup be undertaken because of any spills or discharge of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its Subsidiaries assents or contractors, then Tenant shall, at Tenant's own expense prepare and submit the required plans and financial assurances, and carry out the approved plans. In the event that Landlord shall have to comply with ISRA by reason of Landlord's actions, Tenant shall promptly provide all information requested by Landlord for preparation of non-applicability affidavits or a Negative Declaration and shall promptly sign such affidavits when requested by Landlord. Tenant shall indemnify, defend, and save harmless Landlord from all fines, suits, procedures, claims, and actions of any kind arising out of or in any way connected with any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its agents or contractors, and from all fines, suits, procedures, claims, and actions of any kind arising out of Tenant's failure to provide all information, make all submission and take all actions required by the Bureau or any other division of NJDEP. Tenant's obligations and liabilities under this Paragraph shall continue so long as Landlord remains responsible for any spills or discharges of hazardous substances or wastes at the Demised Premises which occur during the term of this Lease and were caused by Tenant or its agents or contractors. Tenant's failure to abide by the terms of this paragraph shall be restrainable by injunction. Tenant shall have no responsibility to obtain a "Negative Declaration" or "Letter of Non-Applicability" from the NJIDEP if the sole reason for obtaining same is in compliance connection with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines a sale or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct other disposition of the business real estate by Landlord but Tenant agrees to cooperate with Landlord in Landlord's effort to obtain same and shall perform at Tenant's expense any clean up required by reason of Tenant's use and occupancy of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectDemised Premises.
Appears in 1 contract
Samples: Lease (Robotic Lasers Inc)
Environmental Compliance. The Borrower and each of its Subsidiaries is have obtained, to the Borrower's knowledge after due inquiry, all permits, licenses and other authorizations which are required under federal, state and local laws (the "ENVIRONMENTAL LAWS") and regulations relating to emissions, discharges, releases of Hazardous Materials into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials at the facilities of Borrower or its Subsidiaries, or in compliance connection with the operation of such facilities. Except as disclosed in SCHEDULE 5.11 hereof, Borrower and its Subsidiaries, and all activities of Borrower and its Subsidiaries at its facilities, comply, to the Borrower's knowledge after due inquiry, with all Environmental Laws governing its business, except to and with the extent that terms and conditions of any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, required permits, registrations or approvals required for the conduct of the business of the Borrower licenses and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure authorizations applicable to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as where its noncompliance would not reasonably be expected to, in the aggregate, have constitute a Material Adverse EffectOccurrence. There Except as disclosed in SCHEDULE 5.11 hereof, Borrower and its Subsidiaries are no environmental claims pending orin material compliance, to the best Borrower's knowledge after due inquiry, with all limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws or contained in any plan, order, decree, judgment or notice of the Borrower, threatened wherein an unfavorable decision, ruling which Borrower or finding any Subsidiary is aware and with respect to which noncompliance would reasonably be expected to have constitute a Material Adverse EffectOccurrence. There are no factsExcept as disclosed in SCHEDULE 5.11 hereto, Borrower is not aware of, nor has Borrower received notice of, any events, conditions, circumstances, conditions activities, practices, incidents, actions or occurrences on any real property now plans which may interfere with or at any time ownedprevent continued compliance with, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent which may give rise to any such real propertyliability under, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLaws.
Appears in 1 contract
Samples: Loan Agreement (Checkers Drive in Restaurants Inc /De)
Environmental Compliance. The Borrower Tenant will not under any circumstances cause or permit the depositing, spillage or seepage of any "Hazardous or Special Substance" in any dumpster or in any other area of the Project other than an in an area and each of its Subsidiaries in a manner which is in strict compliance with all Environmental Laws governing its businesslaws and which is Approved in advance by Landlord. Tenant will not use, except store, generate or dispose of any substance in any manner which would cause the Project to be classified as an Establishment under the extent laws of the State of Connecticut. Tenant will indemnify Landlord from and against any loss, cost, damage, fines, testing deemed reasonably necessary by Landlord or any other expense incurred by Landlord as a result of any violation of any environmental law or this paragraph by Tenant or any agent, servant, employee or contractor of Tenant. "Hazardous or Special Substance" means any substance that may not be dumped in a land fill as general trash, any such failure substance listed under the laws of the State of Connecticut or the United States as a hazardous waste, or any other substance whose use, presence or storage at the Leased Premises requires any person to comply (together with any resulting penalties, fines environmental reporting or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries registration requirement under any Environmental Law have been secured law. Landlord warrants and represents excepting any items used in normal office operations (1) that the Borrower Leased Premises and each of its Subsidiaries is in substantial compliance therewithProject are and will be at the Commencement Date free from any hazardous, except for toxic or dangerous substance or material (collectively "Hazardous Materials") defined as such licenses, permits, registrations (or approvals the failure meeting criteria so as to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is be defined as such) in any respect in noncompliance withfederal, breach state, local or municipal law, ordinance, code, decree or requirement regulating, relating to or imposing liability or standards of or default under conduct concerning any applicable writHazardous Material, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably hereafter may be expected: in effect (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiariescollectively "Environmental Laws"); or (ii) to cause such real property that the Leased Premises and Project are and will be at the Commencement Date free of any asbestos or asbestos containing substance; (iii) that Landlord has never received any notice of any violation of or non-compliance with any Environmental Law as regards the Leased Premises or Project; (iv) that Landlord has never caused or permitted any Hazardous Material, asbestos or asbestos-containing substance to be subject placed, held, located or disposed of on, under or at the Leased Premises or Project or any part PAGE 11 hereof. Landlord shall indemnify and hold Tenant harmless from and against any and all loss, damage, cost or expense (including but not limited to clean-up costs and losses relating to interruption or cessation of operations) arising out of or relating to any restrictions on breach of any of the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectforegoing warranties and representations.
Appears in 1 contract
Samples: Clayton Holdings Inc
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance Lessee shall promptly comply with all statutes, regulations and ordinances, and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup of Hazardous Waste or Materials in, on or under the Property or the Project, at Lessee’s expense. In the event that Bondholder upon an Event of Default reasonably believes that the Property or the Project is not free of all Hazardous Waste or Materials or that Lessee has violated any applicable Environmental Laws governing its business, except with respect to the extent that any such failure Property or the Project, then immediately, upon request by Bondholder, Lessee shall obtain and furnish to comply (together with any resulting penaltiesBondholder, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licensesat Lessee’s sole cost and expense, permits, registrations or approvals required for the conduct an environmental audit and inspection of the business of Property or the Borrower Project from an expert satisfactory to Bondholder. In the event that Lessee fails to immediately obtain such audit or inspection, Bondholder or its agents may perform or obtain such audit or inspection at Lessee’s sole cost and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewithexpense. Bondholder may, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith but is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected obligated to, enter upon the Property and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best Project; and whether or not Lessee has actual knowledge of the Borrowerexistence of Hazardous Waste or Materials on the Property, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower Project or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or property as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower date hereof, Lessee shall reimburse Bondholder as provided herein for the full amount of all costs and expenses incurred by Bondholder prior to Bondholder acquiring title to the Project through foreclosure or acceptance of a deed in lieu of foreclosure, in connection with such compliance activities. Neither this provision nor any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually provision herein or in the aggregate would Mortgage, the Assignment or related documents shall operate to put Bondholder in the position of an owner of the Property or the Project prior to any acquisition of the Project by Bondholder. The rights granted to Bondholder herein and in the Mortgage, the Assignment or related documents are granted solely for the protection of Bondholder’s lien and security interest covering the Project and do not reasonably be expected grant to have a Material Adverse EffectBondholder the right to control Lessee’s actions, decisions or policies regarding Hazardous Waste or Materials.
Appears in 1 contract
Environmental Compliance. The Borrower Tenant will not permit on the leased premises any hazardous waste or contaminants (as defined in the Environmental Protection Act (Ontario) and each of its Subsidiaries is in the regulations thereunder), toxic chemicals, pollutants, wastes, dangerous or potentially hazardous waste conditions on or affecting the demised premises including without limitation, PCB’s radioactive substances, heavy metals or petroleum products, such that at all times during the term hereof, the Tenant shall ensure strict compliance with all Environmental Laws governing its businessapplicable environmental protection legislation including without limiting the generality of the foregoing relating to ambient air, except surface water, ground waste, land surface or subsurface strata and relating to the extent that any such failure to comply (together with any resulting penaltiesemissions, fines discharges, releases or forfeitures) would not reasonably be expected to have a Material Adverse Effectthreatened released. All licensesThe Tenant shall at all times hold all consents, permits, registrations licenses or approvals authorizations which are required for to comply with all laws whatever. The Tenant will immediately notify the conduct Landlord of the business receipt of any notice of non-compliance, control order or stop order or other order of any nature made by any competent authority in respect thereof. The Tenant shall at all times during the Borrower and each term of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewiththis lease, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time ownedsubsequent to the termination of this lease, leased take such actions as are necessary, at the Tenant’s expense to indemnify and save harmless the Landlord, its successors and assigns, of and from all costs, damages, actions, and claims whatever made or operated threatened against the Landlord, its successors or assigns as a result of a breach of the provisions hereof by the Borrower Tenant, its successors or assigns, and liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties as a result of a breach of this clause. The Tenant shall at its expense, at the end of the term of this lease, at the request of the Landlord remove all underground fuel storage tanks and ensure the soil is not contaminated by any hazardous waste. The Tenant shall, at the Tenant’s expense, if required at any time by Landlord or by any governmental or other authority, take all remedial action in respect of any “contaminant” (as defined in the Environmental Protection Act, (Ontario) or successor, as amended, in, on, under or about the leased premises or emanating there from arising as a result of the operations of the Tenant or its successors or assigns in the leased premises, including, without limitation, any repairs or replacements to the leased premises and the removal, treatment, disposal, restoration, replacement or decommissioning of the soil or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property other part of the Borrower Lands. The said obligation shall survive the expiration or any earlier termination of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLease.
Appears in 1 contract
Samples: Indenture of Lease (Intellipharmaceutics International Inc.)
Environmental Compliance. The Borrower shall, and shall cause each of its Subsidiaries is Restricted Subsidiaries, in the exercise of its reasonable business judgment, to take prompt and appropriate action to respond to any material non-compliance with all applicable Environmental Laws governing its businessor Environmental Permits or to any material Release or a substantial threat of a material Release of a Contaminant, except and upon request from Administrative Agent, shall regularly report to Administrative Agent on such response. Without limiting the extent generality of the foregoing, whenever Administrative Agent or any Lender has a reasonable basis to believe that Borrower is not in material compliance with applicable Environmental Laws or Environmental Permits or that any property of Borrower or its Subsidiaries, or any property to which Contaminants generated by Borrower or its Subsidiaries have come to be located (“Offsite Property”) has or may become contaminated or subject to an order or decree such failure to comply (together with that any resulting penaltiesnon-compliance, fines contamination or forfeitures) would not order or decree could reasonably be expected anticipated to have a Material Adverse Effect. All licenses, permitsthen, registrations or approvals required for to the extent Borrower has the legal right to do so, Borrower agrees to, at Administrative Agent’s request and Borrower’s expense: (i) cause an independent environmental engineer reasonably acceptable to Administrative Agent to conduct such tests of the business of site where the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial alleged or actual non-compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event contamination has occurred and is continuing thatprepare and deliver to Administrative Agent, with the passage Lenders and Borrower a report(s) reasonably acceptable to Administrative Agent setting forth the results of time such tests, Borrower’s proposed plan and schedule for responding to any environmental problems described therein, and Borrower’s estimate of the costs thereof; and (ii) provide Administrative Agent, the Lenders and Borrower a supplemental report(s) of such engineer whenever the scope of the environmental problems or Borrower’s response thereto or the giving of notice estimated costs thereof, shall materially change. Notwithstanding the above, Borrower shall not be obligated (other than as required by applicable law) to undertake any tests or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or remediation at any time owned, leased Offsite Property that (a) is not owned or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known and (b) where Contaminants generated by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the persons other than Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property have also come to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectlocated.
Appears in 1 contract
Samples: Credit Agreement (Huntsman Petrochemical Finance Co)
Environmental Compliance. The Each Borrower shall, and shall cause each of its Subsidiaries is Restricted Subsidiaries, in the exercise of its reasonable business judgment, to take prompt and appropriate action to respond to any material non-compliance with all applicable Environmental Laws governing its businessor Environmental Permits or to any material Release or a substantial threat of a material Release of a Contaminant, except and upon request from Administrative Agent, shall regularly report to Administrative Agent on such response. Without limiting the extent generality of the foregoing, whenever Administrative Agent or any Lender has a reasonable basis to believe that a Borrower is not in material compliance with applicable Environmental Laws or Environmental Permits or that any property of a Borrower or its Subsidiaries, or any property to which Contaminants generated by a Borrower or its Subsidiaries have come to be located (“Offsite Property”) has or may become contaminated or subject to an order or decree such failure to comply (together with that any resulting penaltiesnon-compliance, fines contamination or forfeitures) would not order or decree could reasonably be expected anticipated to have a Material Adverse Effect. All licenses, permitsthen, registrations or approvals required for to the extent a Borrower has the legal right to do so, such Borrower agrees to, at Administrative Agent’s request and such Borrower’s expense: (i) cause an independent environmental engineer reasonably acceptable to Administrative Agent to conduct such tests of the business of site where the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial alleged or actual non-compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event contamination has occurred and is continuing thatprepare and deliver to Administrative Agent, with the passage Lenders and such Borrower a report(s) reasonably acceptable to Administrative Agent setting forth the results of time such tests, such Borrower’s proposed plan and schedule for responding to any environmental problems described therein, and such Borrower’s estimate of the costs thereof; and (ii) provide Administrative Agent, the Lenders and such Borrower a supplemental report(s) of such engineer whenever the scope of the environmental problems or such Borrower’s response thereto or the giving of notice or bothestimated costs thereof, would constitute noncompliance, breach of or default thereunder, except in each such caseshall materially change. Notwithstanding the above, such noncompliance, breaches Borrower shall not be obligated (other than as required by applicable law) to undertake any tests or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or remediation at any time owned, leased Offsite Property that (a) is not owned or operated by the such Borrower or any of its Subsidiaries or on any Property adjacent to any and (b) where Contaminants generated by persons other than such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property have also come to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectlocated.
Appears in 1 contract
Samples: Revolving Credit Agreement (Huntsman Petrochemical Finance Co)
Environmental Compliance. The Borrower shall, and shall cause each of its Subsidiaries Subsidiaries, in the exercise of its reasonable business judgment, to take prompt and appropriate action to respond to any material non-compliance with Environmental Laws or Environmental Permits or to any unpermitted Release or threatened Release of a Contaminant, and shall regularly report to the Agent on such response. Without limiting the generality of the foregoing, whenever the Agent or any Lender has a reasonable basis to believe that the Borrower is not in material compliance with all Environmental Laws governing or Environmental Permits or that any property of the Borrower or its businessSubsidiaries, except or any property to the extent which Contaminants generated by Borrower or its Subsidiaries have come to be located ("Offsite Property") has or may become contaminated or subject to an order or decree such that any such failure to comply (together with any resulting penaltiesnon compliance, fines contamination or forfeitures) would not order or decree could reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of Effect then the Borrower agrees to, at the Agent's request and each of its Subsidiaries under any Environmental Law have been secured the Borrower's expense: (a) cause a qualified environmental engineer reasonably acceptable to the Agent to assess the site where the alleged or actual noncompliance contamination has occurred and prepare and deliver to the Agent, the Lenders and the Borrower a report reasonably acceptable to Agent setting forth the results of such assessments, a proposed plan and each schedule for responding to any environmental problems described therein, and an estimate of its Subsidiaries is in substantial compliance therewiththe costs thereof; and (b) provide the Agent, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither Lenders and the Borrower nor any a supplemental report of its Subsidiaries has received written noticesuch engineer whenever the scope of the environmental problems or the Borrower's response thereto or the estimated costs thereof, or otherwise knows, that it is shall change in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending material respect; or, as an alternative to the best knowledge of subparagraphs (a) and (b) above, the Borrower, threatened wherein upon the Agent's or any Lender's request, shall allow the Agent or such Lender, as the case may be, or an unfavorable decisionagent or representative of the Agent or such Lender, ruling to enter onto the property to conduct any desired environmental audits and tests at the Borrower's expense. The Agent and the Lenders hereby covenant and agree that any reports, records, notices, estimates or finding would reasonably other information they receive in connection with this subsection shall be expected kept strictly confidential, and shall not be disclosed to have or used by any Person (other than the Agent's or any Lender's authorized representatives for the purpose of reviewing or enforcing the Agent's or such Lender's rights hereunder, which persons shall also be bound by this sentence) unless and only to the extent that disclosure is required pursuant to any Environmental Laws, Environmental Permits, or order of a Material Adverse Effect. There are no factscourt of competent jurisdiction, circumstancesin which case the Agent or such Lender, conditions or occurrences on any real property now or at any time ownedas the case may be, leased or operated by shall promptly notify the Borrower or any in writing of its Subsidiaries or on any Property adjacent to any such real property, that are known by requirement and the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property nature and extent of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.required disclosure. 5.1.16
Appears in 1 contract
Environmental Compliance. The Borrower Subtenant acknowledges the receipt of the Limited Site Assessment by General Engineering Laboratories dated January 20, 1997 ("Environmental Report") and each further acknowledges that Subtenant has been given the opportunity to conduct its own environmental assessment. Tenant hereby represents and warrants to Subtenant that, to the best of its Subsidiaries knowledge, except as set forth and disclosed in the Environmental Report, there are no Hazardous Materials on, in or about the Demised Premises. It is the express intent of Subtenant and Tenant that Subtenant should not be responsible for any contamination of the Demised Premises by Hazardous Materials, including contamination from Hazardous Materials on, in or under the soils or groundwater of the Demised Premises, arising or present on or before Commencement Date which are not introduced by Subtenant during the exercise of its early access rights hereunder and that thereafter Subtenant's liability shall be limited to any contamination of Hazardous Materials on, in or under the soils or groundwater of the Demised Premises after the Commencement Date resulting from the introduction or use of Hazardous Materials on the Demised Premises after the Commencement Date by any person or entity other than Tenant or Landlord or their respective agents, employees or contractors. Similarly, it is the express intent of Tenant and Subtenant that Tenant shall not be liable for any contamination, including contamination from Hazardous Materials on, in or under the soils or groundwater of the Demised Premises, resulting from Subtenant's introduction or use of Hazardous Materials on the Demised Premises. Tenant (and not Subtenant) shall be responsible to Landlord for compliance with the terms of the Lease regarding the existence of Hazardous Materials and any required removal, monitoring or remediation under applicable laws as a result of Hazardous Materials present on the Demised Premises prior to the Commencement Date, except for any Hazardous Materials first introduced by Subtenant on the Demised Premises during Subtenant's early access period as provided above. The provisions of this Sublease to the contrary notwithstanding, Tenant and Subtenant agree that Tenant shall not be responsible to Subtenant for the removal of the asbestos containing adhesive which secures the floor tile or asbestos containing materials in the roof unless (a) said removal is ordered by a Governmental entity having the authority to order said removal or such removal is required by Landlord under the terms of the Lease, and (b) said removal is not required as a result of modifications to the Demised Premises being undertaken by Subtenant. Tenant covenants and agrees to indemnify, defend and hold Subtenant harmless from any and all Environmental Laws governing its businessclaims, judgments, damages, penalties, fines, causes, liabilities or losses, (including reasonable attorneys' fees and all other out-of-pocket expenses) resulting from or related to the introduction, use, presence or existence of any Hazardous Materials on the Demised Premises before the Commencement Date, except for any Hazardous Materials first introduced by Subtenant on the Demised Premises during Subtenant's early access period provided above. Subtenant covenants and agrees to indemnify, defend and hold Tenant harmless from any and all claims, judgments, damages, penalties, fines, causes, liabilities or losses, (including reasonable attorneys' fees and all other out-of-pocket expenses) resulting from or related to the introduction or use of Hazardous Materials on the Demised Premises after the Commencement Date or resulting from or related to the presence or existence of Hazardous Materials on the Demised Premises first introduced on the Demised Premises after the Commencement Date, except to the extent that due to the acts or omissions of Tenant or Landlord or their respective agents, contractors or employees. The above notwithstanding, no allegations by Subtenant alleging non-compliance with this Section shall allow Subtenant to withhold any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, Rent or otherwise knows, that it is in release Subtenant of any respect in noncompliance with, breach obligation under this Sublease and shall not be considered an event of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.this Sublease
Appears in 1 contract
Environmental Compliance. The Borrower and each of its Subsidiaries is in compliance with all Environmental Laws governing its business, except to the extent that any such failure to comply (together with any resulting penalties, fines or forfeitures) would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults Except as would not reasonably be expected to, disclosed in the aggregateEnvironmental Reports, have a Material Adverse Effect. There there are no environmental claims claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to the best Borrower’s knowledge of the threatened, or judgments or orders relating to any Hazardous Materials (collectively called “Environmental Claims”) asserted or threatened against Borrower, threatened wherein an unfavorable decisionany predecessor owner, ruling tenant or finding would reasonably be expected operator or relating to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now currently or at any time formerly owned, leased or operated by Borrower including the Mortgaged Property. Except as disclosed in the Environmental Reports, to Borrower’s knowledge, neither Borrower nor any other Person has caused or permitted any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of its Subsidiaries in a manner which could form the basis for an Environmental Claim against Borrower. Except as disclosed in the Environmental Reports, to Borrower’s knowledge, no Hazardous Materials in violation of applicable Environmental Laws are or were stored or otherwise located, and no underground storage tanks or surface impoundments are or were located, on any Property real property currently or formerly owned, leased or operated by Borrower, including the Mortgaged Property, or to the knowledge of Borrower, on adjacent to any such parcels of real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability and no part of such real property under or, to the knowledge of Borrower no part of such adjacent parcels of real property, including the groundwater located thereon, is presently contaminated by Hazardous Materials in violation of applicable Environmental Laws or to any Environmental Lawextent which has, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not might reasonably be expected to have have, a Material Adverse Effect. Except as disclosed in the Environmental Reports, to Borrower’s knowledge, Borrower and the Mortgaged Property has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all permits, licenses or other authorizations required by applicable Environmental Laws.
Appears in 1 contract
Environmental Compliance. The Borrower shall, and shall cause each of its Subsidiaries Subsidiaries, in the exercise of its reasonable business judgment, to take prompt and appropriate action to respond to any material non-compliance with Environmental Laws or Environmental Permits or to any unpermitted Release or threatened Release of a Contaminant, and shall regularly report to the Agent on such response. Without limiting the generality of the foregoing, whenever the Agent or any Lender has a reasonable basis to believe that the Borrower is not in material compliance with all Environmental Laws governing or Environmental Permits or that any property of the Borrower or its businessSubsidiaries, except or any property to the extent which Contaminants generated by Borrower or its Subsidiaries have come to be located ("OFFSITE PROPERTY") has or may become contaminated or subject to an order or decree such that any such failure to comply (together with any resulting penaltiesnon-compliance, fines contamination or forfeitures) would not order or decree could reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations or approvals required for the conduct of the business of Effect then the Borrower agrees to, at the Agent's request and each of its Subsidiaries under any Environmental Law have been secured the Borrower's expense: (a) cause a qualified environmental engineer reasonably acceptable to the Agent to assess the site where the alleged or actual noncompliance contamination has occurred and prepare and deliver to the Agent, the Lenders and the Borrower a report reasonably acceptable to Agent setting forth the results of such assessments, a proposed plan and each schedule for responding to any environmental problems described therein, and an estimate of its Subsidiaries is in substantial compliance therewiththe costs thereof; and (b) provide the Agent, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither Lenders and the Borrower nor any a supplemental report of its Subsidiaries has received written noticesuch engineer whenever the scope of the environmental problems or the Borrower's response thereto or the estimated costs thereof, or otherwise knows, that it is shall change in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending material respect; or, as an alternative to the best knowledge of subparagraphs (a) and (b) above, the Borrower, threatened wherein upon the Agent's or any Lender's request, shall allow the Agent or such Lender, as the case may be, or an unfavorable decisionagent or representative of the Agent or such Lender, ruling to enter onto the property to conduct any desired environmental audits and tests at the Borrower's expense. The Agent and the Lenders hereby covenant and agree that any reports, records, notices, estimates or finding would reasonably other information they receive in connection with this subsection shall be expected kept strictly confidential, and shall not be disclosed to have or used by any Person (other than the Agent's or any Lender's authorized representatives for the purpose of reviewing or enforcing the Agent's or such Lender's rights hereunder, which persons shall also be bound by this sentence) unless and only to the extent that disclosure is required pursuant to any Environmental Laws, Environmental Permits, or order of a Material Adverse Effect. There are no factscourt of competent jurisdiction, circumstancesin which case the Agent or such Lender, conditions or occurrences on any real property now or at any time ownedas the case may be, leased or operated by shall promptly notify the Borrower or any in writing of its Subsidiaries or on any Property adjacent to any such real property, that are known by requirement and the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property nature and extent of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effectrequired disclosure.
Appears in 1 contract
Environmental Compliance. Except as set forth on the Environmental Schedule: (a) The Borrower Company and each its Subsidiaries are, and since January 1, 2008 have been, in material compliance with all Environmental Requirements. (b) The Company and its Subsidiaries have obtained and possess all material licenses, franchises, permits, certificates, approvals or other authorizations required under Environmental Requirements and are in material compliance with all terms and conditions of all licenses, franchises, permits, certificates, approvals or other authorizations held by them. (c) Neither the Company nor any Subsidiary thereof has received any written notice of material violation of Environmental Requirements, or notice of material liability arising under Environmental Requirements or relating to Hazardous Materials, including with respect to any investigatory, remedial or corrective obligation, relating to the Company, its Subsidiaries or their current or former properties, businesses or facilities, the subject of which is unresolved or for which any costs, liabilities or obligations remain outstanding. (d) There are no material charges, complaints, suits, investigations or proceedings pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries, pursuant to Environmental Requirements or relating to Hazardous Materials. (e) Neither the Company nor any of its Subsidiaries is in compliance with all subject to any material judgment, order, injunction, ruling or decree of any court or other Governmental Authority that is outstanding and was issued pursuant to Environmental Laws governing its business, except to the extent that any such failure to comply Requirements. (together with any resulting penalties, fines or forfeituresf) Except as would not reasonably be expected to have a Material Adverse Effect. All licenses, permits, registrations be material to the Company or approvals required for the conduct of the business of the Borrower and each any of its Subsidiaries under any Environmental Law have Subsidiaries, no Hazardous Material has been secured and discharged, disposed of, arranged for disposal, dumped, injected, pumped, deposited, spilled, leaked, emitted, released or threatened to be released either (i) by the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations Company or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticeor (ii) at, or otherwise knowsinto, that it is in any respect in noncompliance withthrough, breach of or default under any applicable writunder, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending oron, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on from any real property now or at any time previously owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower Company or any of its Subsidiaries; . (g) The Company has made available to Purchaser all environmental site assessments, audit reports, studies, tests, reviews or other analyses relating to the Company or any Subsidiary thereof, or any of their respective current or former properties, businesses or facilities, to the extent such documents are in the possession, custody or control of the Company or any Subsidiary thereof. (iih) to cause such Neither the Company nor any of its Subsidiaries owns, leases or operates any real property to be subject to any restrictions on the ownership, occupancy, use in New Jersey or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.Connecticut. 27 4.18
Appears in 1 contract
Samples: Agreement and Plan of Merger
Environmental Compliance. The All facilities and property (including underlying groundwater) owned, leased, used or operated by theU.S. Borrower and each or any of its Subsidiaries is have been, and continue to be, owned or leased in compliance with all Environmental Laws governing its businessLaws, except to the extent that where any such failure to comply (together with any resulting penalties, fines or forfeitures) would non-compliance could not reasonably be expected to have a Material Adverse Effect. All licenses; There are no pending or threatened (in writing) claims, permitscomplaints, registrations notices or approvals required requests for the conduct of the business of the information received by theU.S. Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written noticewith respect to any alleged violation of any Environmental Law which, or otherwise knowsif proved, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would could reasonably be expected to have a Material Adverse Effect. There are no facts; complaints, circumstances, conditions notices or occurrences on any real property now or at any time owned, leased or operated by the inquiries to theU.S. Borrower or any of its Subsidiaries or on regarding potential liability under any Property adjacent to any such real property, that are known by the Borrower or as to Environmental Law which the Borrower or any such Subsidiary has received written notice, that liability could reasonably be expected: (i) expected to form the basis have a Material Adverse Effect; There have been no Releases of an environmental claim against the any Hazardous Materials at, on, under or from any property that is owned, operated, used or leased by theU.S. Borrower or any of its Subsidiaries that, singly or any real property in the aggregate, have, or could reasonably be expected to have, a Material Adverse Effect; Each of the U.S. Borrower or any and each of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownershipSubsidiaries has been issued and is in compliance with all permits, occupancycertificates, use or transferability of such real property approvals, licenses and other authorizations under any Environmental Law, Laws to carry on its business except in each such case, such environmental claims where any non-issuance or restrictions that individually or in the aggregate would non-compliance could not reasonably be expected to have a Material Adverse Effect; and No conditions exist at, on or under any property that is operated, used or leased to theU.S. Borrower or any of its Subsidiaries that, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law which liability could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Revolving Facility Credit Agreement (Royal Gold Inc)
Environmental Compliance. The Each parcel of real property in which the Borrower and each or any of its Subsidiaries has a real property interest (whether as fee owner, operator, lessor (directly or indirectly), lessee (directly or indirectly), mortgagee or otherwise) (collectively, "Properties") is in compliance with all Environmental Laws governing its businessexcept for any noncompliance, except to the extent that any when taken singly or with all other such failure to comply (together with any resulting penaltiesnoncompliance, fines or forfeitures) would has not resulted, and could not reasonably be expected to have result, in a Material Adverse Effect. All licensesEffect and has not otherwise resulted, permitsand could not reasonably be expected to result, registrations in liabilities or approvals required for claims against the conduct Borrower, any Subsidiary Guarantor or the Combined Borrowing Entities in an amount exceeding One Million Five Hundred Thousand Dollars ($1,500,000), EXCEPT to the extent any such amounts owing by Borrower or such Subsidiary Guarantor resulting from such noncompliance are either (i) insured and the insurance carrier shall have acknowledged coverage in an amount of the business insurance or shall have been ordered by a court of competent jurisdiction to pay such amounts owing by the Borrower or such Subsidiary Guarantor resulting from such noncompliance, or (ii) subject to the GEC Indemnity, but only to the extent that GEC has acknowledged liability or has been ordered by a court of competent jurisdiction to pay such amount owing by the Borrower or such Subsidiary Guarantor from such noncompliance. With respect to each of the Properties, (a) there is no pending or, to the knowledge of the Borrower, threatened Environmental Claim against the Borrower or any of its Subsidiaries or any other environmental condition with respect to any Property which Environmental Claim or condition, when taken singly or with all other such Environmental Claims or conditions, has resulted, and could reasonably be expected to result, in a Material Adverse Effect or has otherwise resulted, and could reasonably be expected to result, in liabilities or claims against the Borrower, any Subsidiary Guarantor or the Combined Borrowing Entities in an amount exceeding One Million Five Hundred Thousand Dollars ($1,500,000), EXCEPT to the extent any such amounts owing by Borrower or such Subsidiary Guarantor resulting from such Environmental Claims or conditions are either (X) insured and the insurance carrier shall have acknowledged coverage in an amount of the insurance or shall have been ordered by a court of competent jurisdiction to pay such amounts owing by the Borrower or such Subsidiary Guarantor resulting from such Environmental Claims or conditions, or (Y) subject to the GEC Indemnity, but only to the extent that GEC has acknowledged liability or has been ordered by a court of competent jurisdiction to pay such amount owing by the Borrower or such Subsidiary Guarantor from such Environmental Claims or conditions, (b) the Borrower and each of its Subsidiaries are in material compliance with all Environmental Permits, and (c) except as set forth on the Supplemental Schedule, Hazardous Materials have not been released or disposed of on any such Property or, to the best knowledge of the Borrower, any property adjoining any such Property, except in compliance with applicable Environmental Laws. Except as disclosed on the Supplemental Schedule, no Property is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar federal or state list of sites requiring investigation or clean-up. Except as disclosed in the Supplemental Schedule, there are no underground storage tanks, active or abandoned, including petroleum storage tanks, landfills, lagoons, surface impoundments, disposal areas or disposal ponds, on or under any Property that are in violation of any applicable Environmental Law have been secured and Law. Except as disclosed on the Borrower and each of its Subsidiaries is in substantial compliance therewithSupplemental Schedule, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither neither the Borrower nor any of its Subsidiaries has received written noticedirectly transported or directly arranged for the transportation of any Hazardous Material to any location which is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or otherwise knowson any similar federal or state list or which is the subject of any federal, that it is in any respect in noncompliance with, breach of state or default under any applicable writ, order, judgment, injunction, local enforcement actions or decree other investigations which may lead to which claims against the Borrower or such Subsidiary is a party its Subsidiaries for any remedial work, damage to natural resources or that would affect personal injury, including claims under CERCLA. Except as disclosed in the ability Supplemental Schedule, there are no polychlorinated biphenyls or friable asbestos present at any Property in violation of the Borrower any applicable Environmental Law. No condition exists at, on or such Subsidiary to operate under any real property and no event has occurred and is continuing thatProperty, which, with the passage of time time, or the giving of notice or both, would constitute noncompliancegive rise to liability under any Environmental Law except for such a condition, breach of when taken singly or default thereunderwith all other such conditions, except in each such casehas not resulted, such noncompliance, breaches or defaults as would and could not reasonably be expected toto result, in the aggregate, have a Material Adverse EffectEffect and has not otherwise resulted, and could not reasonably be expected to result, in liabilities or claims against the Borrower, any Subsidiary Guarantor or the Combined Borrowing Entities in an amount exceeding Seven Hundred Fifty Thousand Dollars ($750,000). There are Except as disclosed in the Supplemental Schedule, no environmental claims generation, manufacture, storage, treatment, transportation or disposal of Hazardous Material has occurred or is occurring on or from any Property. Except as disclosed in the Supplemental Schedule, the Borrower is not aware of any prior use of any Property by any Persons that constitutes a violation of any Environmental Laws or has resulted in a release of Hazardous Materials into the environment such as would give rise to a cleanup obligation or other Environmental Claim. Except as disclosed in the Supplemental Schedule, the Borrower is not aware of any event, condition or activity which may interfere with or prevent continued compliance by the Borrower or its Subsidiaries with all Environmental Laws. Except as disclosed in the Supplemental Schedule, there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, proceeding, notice or demand letter pending as of the Closing Date or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or involving any of its Subsidiaries or on any Property adjacent the Properties relating to any such real propertyviolations of Environmental Laws. To the best knowledge of the Borrower, that are known by except as disclosed in the Borrower or as to which the Borrower or any such Subsidiary has received written noticeSupplemental Schedule, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or there is no pending investigation involving any of its Subsidiaries or any real property the Properties relating to violations of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectLaws.
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Environmental Compliance. The Borrower Each VOI Regime ------------------------ related to a Pledged Contract is now, and each at all times during FCI's (or any Affiliate of its Subsidiaries is FCI's) ownership thereof has been free of contamination from any substance, material or waste identified as toxic or hazardous according to any federal, state or local law, rule, regulation or order governing, imposing standards of conduct with respect to, or regulating in compliance with all any way the discharge, generation, removal, transportation, storage or handling of toxic or hazardous substances, materials or waste (hereinafter referred to as "Environmental Laws governing its businessLaws"), except including, without limitation, any PCB, radioactive substance, methane, asbestos, volatile hydrocarbons, petroleum products or wastes, industrial solvents or any other material or substance which now or hereafter may cause or constitute a health, safety or other environmental hazard to the extent that any person or property (any such failure to comply (substance together with any resulting penaltiessubstance, fines material or forfeitureswaste identified as toxic or hazardous under any Environmental Law now in effect or hereinafter enacted shall be referred to herein as "Contaminants"). Neither FCI nor any Affiliate of FCI has caused or suffered to occur any discharge, spill, uncontrolled loss or seepage of any Contaminant onto any property neither FCI nor any Affiliate of FCI nor any Obligor or occupant of all or part of any of the VOI Regimes is now or has been involved in operations at any VOI Regime which could lead to liability for FCI, the Borrower, any other Affiliate of FCI or any other owner of any VOI Regime or the imposition of a lien on such VOI Regime under any Environmental Law. Except as set forth on Schedule 4.02(u), all property owned, managed or controlled by FCI (or any Affiliate of FCI) would not reasonably be expected and located within a Development is now, and has at all times during FCI's (or any Affiliate of FCI's) ownership, management or control thereof been free of contamination from any Contaminant. Except as set forth on Schedule 4.02(u), neither FCI nor any Affiliate of FCI has caused or suffered to occur any discharge, spill, uncontrolled loss or seepage of any Contaminant onto any property comprising or adjoining any of the Developments, and neither FCI nor any Affiliate of FCI nor any Obligor or occupant of all or part of any Development is now or has been involved in operations at any Development which could lead to liability for FCI, the Borrower, any other Affiliate of FCI or any other owner of any Development or the imposition of a lien on such Development under any Environmental Law. None of the matters set forth on Schedule 4.02(u) will have a Material Adverse Effect. All licenses, permits, registrations or approvals required for a material adverse effect on the conduct interests of the business of Triple-A, the Borrower and each of its Subsidiaries under any Environmental Law have been secured and L/C Bank, the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time Surety or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, Collateral Agent in the aggregateCollateral or an adverse effect on Triple-A, have a Material Adverse Effect. There are no environmental claims pending orthe L/C Bank, to the best knowledge of Surety or the Borrower, threatened wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of its Subsidiaries or on any Property adjacent to any such real property, that are known by the Borrower or as to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Law, except in each such case, such environmental claims or restrictions that individually or in the aggregate would not reasonably be expected to have a Material Adverse EffectCollateral Agent.
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Environmental Compliance. The Borrower Company and each of its Subsidiaries is has been, since January 1, 2014, in compliance with all Environmental Laws governing its business, except applicable to the extent that Company or any such failure to comply (together with of its Subsidiaries or the business of the Company or any resulting penaltiesof its Subsidiaries, fines or forfeitures) in each case except as would not reasonably be expected to have a Material Adverse Effect. All licensesNeither the Company nor any of its Subsidiaries has been subject to any Action, permitsOrder or Lien that remains outstanding or unresolved nor, registrations to the knowledge of the Company, is any such Action, Order or approvals required for Lien threatened, in any such case, pursuant to any Environmental Law, with respect to any Property currently or previously owned, leased or operated by the Company or any of its Subsidiaries, or arising out of the conduct of the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and the Borrower and each of its Subsidiaries is in substantial compliance therewith, except for such licenses, permits, registrations Company or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has received written notice, or otherwise knows, that it is in any respect in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or that would affect the ability of the Borrower or such Subsidiary to operate any real property and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance, breaches or defaults as would not reasonably be expected to, in the aggregate, have a Material Adverse Effect. There are no environmental claims pending or, to the best knowledge of the Borrower, threatened wherein an unfavorable decision, ruling or finding case would reasonably be expected to have a Material Adverse Effect. There are no facts, circumstances, conditions or occurrences on any real property now or at any time owned, leased or operated by the Borrower or any of The Company and its Subsidiaries or on any Property adjacent have received all Environmental Permits required to conduct their respective businesses, and each of the Company and its Subsidiaries is and, since January 1, 2014, has been in compliance with all terms and conditions of any such real property, that are known by the Borrower or as Environmental Permit applicable to which the Borrower or any such Subsidiary has received written notice, that could reasonably be expected: (i) to form the basis of an environmental claim against the Borrower or any of its Subsidiaries or any real property of the Borrower or any of its Subsidiaries; or (ii) to cause such real property to be subject to any restrictions on the ownership, occupancy, use or transferability of such real property under any Environmental Lawit, except in each such case, such environmental claims for where the failure to obtain an Environmental Permit or restrictions that individually or in the aggregate failure to comply with an Environmental Permit would not reasonably be expected to have a Material Adverse Effect. There has been no Release or presence of or exposure to any Hazardous Substance, whether on or off any Property currently or, to the knowledge of the Company, formerly owned or operated by the Company or any of its Subsidiaries, that would reasonably be expected to result in Liability or a requirement for notification, investigation or remediation by the Company or any of its Subsidiaries under or pursuant to any Environmental Law, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. The Company has delivered to, or has otherwise made available for inspection by the Investor, all material written assessments, audits, investigation reports and similar environmental documents prepared at the direction or request of the Company or any of its Subsidiaries or their respective lenders or agents or any Governmental Authority in the possession of the Company or any of its Subsidiaries that are related to environmental, health or safety matters or Hazardous Substances.
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Samples: Registration Rights Agreement (American Realty Capital Hospitality Trust, Inc.)
