Environmental Health and Safety. Seller has complied with all Environmental, Health, and Safety Laws, and to Seller’s and Shareholder’s Knowledge, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it alleging any failure so to comply. Without limiting the generality of the preceding sentence, Seller has obtained and been in compliance with all of the terms and conditions of all permits, licenses, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. To Seller’s and Shareholder’s Knowledge, Seller does not have any liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Seller giving rise to any liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. To Seller’s and Shareholder’s Knowledge, all properties and equipment used in the Business of Seller have been free of asbestos, PCB’s, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller’s and Shareholder’s Knowledge, no pollutant, contaminant or chemical, industrial, hazardous or toxic material or waste has ever been buried, stored, spilled, leaked, discharged, emitted or released on any real property that Seller has used or leased.
Appears in 1 contract
Samples: Asset Purchase Agreement (Silver Falcon Mining, Inc.)
Environmental Health and Safety. Seller has complied with all Environmental, Health, and Safety Laws, and to Seller’s and Shareholder’s Knowledge, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it alleging any failure so to comply. Without limiting the generality Except as set forth in Section 3.17 of the preceding sentenceDisclosure Schedule or except as would not, Seller has obtained individually or in the aggregate, have a Material Adverse Effect: (a) the Company and been the Subsidiaries currently hold all the permits, licenses and approvals of Governmental Authorities and agencies necessary for the current use, occupancy or operation of the Business and required by any Environmental Law ("Environmental Permits") and are in compliance with all such Environmental Permits; (b) the Company and the Subsidiaries are, and for the past five years have been, in compliance with all applicable Environmental Laws; (c) except as permitted by and as would not result in any liability under applicable Environmental Laws, there are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being treated, stored or disposed on any of the terms and conditions Owned Real Property or Leased Real Property or, with respect to the period of all permitsthe Company's or any Subsidiary's ownership, licensestenancy or operation of such property, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. To Seller’s and Shareholder’s Knowledge, Seller does not have any liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Seller giving rise to any liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. To Seller’s and Shareholder’s Knowledge, all properties and equipment used in the Business of Seller have been free of asbestos, PCB’s, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller’s and Shareholder’s Knowledge, no pollutant, contaminant or chemical, industrial, hazardous or toxic material or waste has ever been buried, stored, spilled, leaked, discharged, emitted or released on any real property formerly owned, leased or operated by the Company or any Subsidiary; (d) there is no asbestos or asbestos-containing material on any of the Owned Real Property or Leased Real Property, except to the extent not prohibited by, and as would not result in any liability under, applicable Environmental Laws; (e) neither the Seller, the Company nor any Subsidiary, nor any Person for whom any of them is liable by operation of law, has released, discharged or disposed of Hazardous Materials on any of the Owned Real Property or Leased Real Property or on any real property formerly owned, leased or operated by the Company or any Subsidiary; (f) neither the Seller, the Company nor any Subsidiary is undertaking any investigation or assessment or remedial or response action relating to any release, discharge or disposal of or contamination with 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; (g) there are no past, pending or threatened in writing Environmental Claims against the Company, any Subsidiary or any Real Property and, to the Seller's knowledge, there are no facts that Seller are reasonably expected to form the basis of any such Environmental Claim; and (h) the Company has made available to the Purchaser true and complete copies of all Environmental Reports in its possession. As used or leased.in this Agreement, the following terms have the following meanings:
Appears in 1 contract
Environmental Health and Safety. Seller has complied (a) Except as set forth in Section 3.18 of the Disclosure Schedule or except as would not have a Material Adverse Effect: (i) the Company and its Subsidiaries currently hold all the environmental and health and safety permits, licenses and approvals of Governmental Authorities and agencies necessary for the current use, occupancy or operation of the Business and required by any Environmental Law ("Environmental Permits") and are in compliance with all Environmental, Health, such Environmental Permits; (ii) the Company and Safety its Subsidiaries are in compliance with all applicable Environmental Laws, and to Seller’s and Shareholder’s Knowledge, no action, suit, proceeding, hearing, investigation, charge, complaint, ; (iii) neither the Company nor any of its Subsidiaries is currently in receipt of any written claim, demand, notice or notice has been filed complaint al- leging violation of, or commenced against it alleging liability under, any failure so to comply. Without limiting the generality Environmental Laws; (iv) except as permitted by or as would not result in any liability under applicable Environmental Laws, there are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being treated, stored or disposed on any of the preceding sentenceOwned Real Property or Leased Real Property or, Seller has obtained and been in compliance with all respect to the period of the terms and conditions Company's or any of all permitsits Subsidiaries' ownership, licensestenancy or operation of such property, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. To Seller’s and Shareholder’s Knowledge, Seller does not have any liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Seller giving rise to any liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. To Seller’s and Shareholder’s Knowledge, all properties and equipment used in the Business of Seller have been free of asbestos, PCB’s, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller’s and Shareholder’s Knowledge, no pollutant, contaminant or chemical, industrial, hazardous or toxic material or waste has ever been buried, stored, spilled, leaked, discharged, emitted or released on any real property formerly owned, leased or operated by the Company or any of its Subsidiaries; (v) there is no asbestos or asbestos-containing material on any of the Owned Real Property or Leased Real Property, except to the extent not prohibited by, or as would not result in any liability under, applicable Environmental Laws; (vi) neither the Company nor any of its Subsidiaries has released, discharged or disposed of Hazardous Materials on any of the Owned Real Property or Leased Real Property or on any real property formerly owned, leased or operated by the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries is undertaking any investigation or assessment or remedial or response action relating to any release, discharge or disposal of or contamination with 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 (viii) there are no past, pending or threatened in writing Environmental Claims against the Company, any of its Subsidiaries or any Real Property and, to the Company's knowledge, there are no facts that Seller has used or leasedare reasonably expected to form the basis of any such Environmental Claim.
Appears in 1 contract
Environmental Health and Safety. Seller has complied (a) Except as set forth in Section 3.18 of the Disclosure Schedule or except as would not have a Material Adverse Effect: (i) the Borrower and its Subsidiaries currently hold all the environmental and health and safety permits, licenses and approvals of Governmental Authorities and agencies necessary for the current use, occupancy or operation of the Business and required by any Environmental Law ("Environmental Permits") and are in compliance with all Environmental, Health, such Environmental Permits; (ii) the Borrower and Safety its Subsidiaries are in compliance with all applicable Environmental Laws, and to Seller’s and Shareholder’s Knowledge, no action, suit, proceeding, hearing, investigation, charge, complaint, ; (iii) neither the Borrower nor any of its Subsidiaries is currently in receipt of any written claim, demand, notice or notice has been filed complaint alleging violation of, or commenced against it alleging liability under, any failure so to comply. Without limiting the generality Environmental Laws; (iv) except as permitted by or as would not result in any liability under applicable Environmental Laws, there are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being treated, stored or disposed on any of the preceding sentenceOwned Real Property or Leased Real Property or, Seller has obtained and been in compliance with all respect to the period of the terms and conditions Borrower's or any of all permitsits Subsidiaries' ownership, licensestenancy or operation of such property, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. To Seller’s and Shareholder’s Knowledge, Seller does not have any liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Seller giving rise to any liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. To Seller’s and Shareholder’s Knowledge, all properties and equipment used in the Business of Seller have been free of asbestos, PCB’s, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller’s and Shareholder’s Knowledge, no pollutant, contaminant or chemical, industrial, hazardous or toxic material or waste has ever been buried, stored, spilled, leaked, discharged, emitted or released on any real property formerly owned, leased or operated by the Borrower or any of its Subsidiaries; (v) there is no asbestos or asbestos- containing material on any of the Owned Real Property or Leased Real Property, except to the extent not prohibited by, or as would not result in any liability under, applicable Environmental Laws; (vi) neither the Borrower nor any of its Subsidiaries has released, discharged or disposed of Hazardous Materials on any of the Owned Real Property or Leased Real Property or on any real property formerly owned, leased or operated by the Borrower or any of its Subsidiaries; (vii) neither the Borrower nor any of its Subsidiaries is undertaking any investigation or assessment or remedial or response action relating to any release, discharge or disposal of or contamination with 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 (viii) there are no past, pending or threatened in writing Environmental Claims against the Borrower, any of its Subsidiaries or any Real Property and, to the Borrower's knowledge, there are no facts that Seller has used or leasedare reasonably expected to form the basis of any such Environmental Claim.
Appears in 1 contract
Samples: Credit Agreement (Earthwatch Inc)
Environmental Health and Safety. Seller has complied (a) Except as set forth in Section 3.18 of the Disclosure Schedule or except as would not have a Material Adverse Effect: (i) the Company and its Subsidiaries currently hold all the environmental and health and safety permits, licenses and approvals of Governmental Authorities and agencies necessary for the current use, occupancy or operation of the Business and required by any Environmental Law ("Environmental Permits") and are in --------------------- compliance with all Environmental, Health, such Environmental Permits; (ii) the Company and Safety its Subsidiaries are in compliance with all applicable Environmental Laws, and to Seller’s and Shareholder’s Knowledge, no action, suit, proceeding, hearing, investigation, charge, complaint, ; (iii) neither the Company nor any of its Subsidiaries is currently in receipt of any written claim, demand, notice or notice has been filed complaint alleging violation of, or commenced against it alleging liability under, any failure so to comply. Without limiting the generality Environmental Laws; (iv) except as permitted by or as would not result in any liability under applicable Environmental Laws, there are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being treated, stored or disposed on any of the preceding sentenceOwned Real Property or Leased Real Property or, Seller has obtained and been in compliance with all respect to the period of the terms and conditions Company's or any of all permitsits Subsidiaries' ownership, licensestenancy or operation of such property, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. To Seller’s and Shareholder’s Knowledge, Seller does not have any liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Seller giving rise to any liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. To Seller’s and Shareholder’s Knowledge, all properties and equipment used in the Business of Seller have been free of asbestos, PCB’s, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller’s and Shareholder’s Knowledge, no pollutant, contaminant or chemical, industrial, hazardous or toxic material or waste has ever been buried, stored, spilled, leaked, discharged, emitted or released on any real property formerly owned, leased or operated by the Company or any of its Subsidiaries; (v) there is no asbestos or asbestos-containing material on any of the Owned Real Property or Leased Real Property, except to the extent not prohibited by, or as would not result in any liability under, applicable Environmental Laws; (vi) neither the Company nor any of its Subsidiaries has released, discharged or disposed of Hazardous Materials on any of the Owned Real Property or Leased Real Property or on any real property formerly owned, leased or operated by the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries is undertaking any investigation or assessment or remedial or response action relating to any release, discharge or disposal of or contamination with 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 (viii) there are no past, pending or threatened in writing Environmental Claims against the Company, any of its Subsidiaries or any Real Property and, to the Company's knowledge, there are no facts that Seller has used or leasedare reasonably expected to form the basis of any such Environmental Claim.
Appears in 1 contract
Samples: Pledge Agreement (Earthwatch Inc)
Environmental Health and Safety. Seller (a) To the knowledge of Seller, each of Seller, its Subsidiaries and their respective predecessors and Affiliates has complied with all Environmental, Health, and Safety LawsLaws (defined below), and to Seller’s and Shareholder’s Knowledge, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, Seller to the knowledge of Seller, each of Seller, its Subsidiaries and their respective predecessors and Affiliates has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. 11 17 (b) To the knowledge of Seller’s , none of Seller and Shareholder’s Knowledge, Seller does not have its Subsidiaries has any liability (and Seller has not handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Seller giving rise to any liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, individual or for any reason under any Environmental, Health, Health and Safety Law. To Seller’s and Shareholder’s Knowledge, all (c) All properties and equipment used in the Business operation of Seller the Divisions have been free of asbestos, PCB’sPCBs, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substancesother hazardous substances or wastes. To (d) There is no pending audit known to Seller by any foreign, federal, state, or local governmental authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of hazardous substances or wastes; or the use of underground storage tanks by any of Seller’s , its Subsidiaries and Shareholder’s Knowledgetheir respective predecessors and Affiliates or relating to the facilities of any of Seller, no pollutantits Subsidiaries and their respective predecessors and Affiliates. None of Seller and its Subsidiaries has any agreement with any foreign, contaminant federal, state, or local governmental authority or any other third party relating to any such environmental matter or environmental cleanup. (e) For purposes of this Agreement, the term "Environmental, Health, and Safety Laws" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, and the Occupational Safety and Health Act of 1970, each as amended, together with all other laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state and local governments (and all agencies thereof) concerning pollution or protection of the environment, public health and safety, or employee health and safety, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous hazardous, or toxic material materials or waste has ever been buriedwastes into ambient air, storedsurface water, spilledgroundwater or lands or otherwise relating to the manufacture, leakedprocessing, dischargeddistribution, emitted use, treatment, storage, disposal, transport, or released on any real property that Seller has used handling of pollutants, contaminants, or leased.chemical, industrial, hazardous. or toxic materials or wastes. ARTICLE V
Appears in 1 contract
