Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question. (b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.
Appears in 2 contracts
Sources: Credit Agreement (Summit Holding Southeast Inc), Credit Agreement (Summit Holding Southeast Inc)
Environmental Matters. (a) The Realty owned MFB and its Subsidiaries are in compliance with all Environmental Laws. Neither MFB nor any of its Subsidiaries has received any communication alleging that it or operated by each Borrower Affiliate currently any of its Subsidiaries is not in such compliance. To the Knowledge of MFB, there are no present circumstances that would prevent or in interfere with the past continuation of such compliance.
(all of which Realty owned or operated by any Borrower Affiliate as b) None of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not properties currently owned or operated by such Borrower AffiliateMFB or any MFB Subsidiary other than REO, or to the representations set forth above in this SECTION 6.21 shall be deemed to apply as Knowledge of the last date that such Borrower Affiliate MFB, no REO of MFB or any MFB Subsidiary or any other property previously owned or operated the property or currently leased by MFB or any of its Subsidiaries, has been or is in questionviolation of or subject to liability under any Environmental Law.
(bc) The Borrower and each Insurance Subsidiary: To the Knowledge of MFB, there are no past or present actions, activities, circumstances, conditions, events or incidents that could reasonably form the basis of any Environmental Claim or other claim or action or governmental investigation that could result in the imposition of any liability against or obligation on the part of MFB or any of its Subsidiaries or any Person whose liability or obligation for any Environmental Claim MFB or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law.
(d) Neither MFB nor any MFB Subsidiary (i) have never sent a Hazardous Substance has, to a site that is contaminated by the Knowledge of MFB, conducted any Hazardous Substance or that, pursuant environmental studies during the past five years with respect to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal listproperties owned by it, or (2ii) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation aware of any Environmental LawLaw violation, and have not received notice or remediation obligation for Materials of any claims from any person or entity Environmental Concern relating to any property damage securing a loan held by it.
(e) Neither MFB nor any of its Subsidiaries has any material liability relating to Materials of Environmental Concern or to personal 57 injuries from exposure to under any Hazardous SubstanceEnvironmental Law in connection with any property leased, owned or formerly owned by it.
Appears in 2 contracts
Sources: Merger Agreement (Mutualfirst Financial Inc), Merger Agreement (MFB Corp)
Environmental Matters. (aWithout limiting the agreements set forth in Section 5.8(a) The Realty owned or operated by above, Borrower shall, and shall cause each Borrower Affiliate currently Subsidiary to, at all times, do the following to the extent the failure to do so, individually or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)aggregate, including without limitation the improvements thereon and the soil and groundwater thereundercould reasonably be expected to have a Material Adverse Effect: (i) does not contain comply in all material respects with, and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge maintain each of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are Premises in compliance in all material respects with, all applicable Environmental Laws; (ii) require that each tenant and subtenant, if any, of any of the Premises or any part thereof comply in all material respects with all applicable Environmental Laws Laws; (iii) obtain and maintain in full force and effect all material governmental approvals required by any applicable Environmental Law for operations at each of their activities the Premises; (iv) cure any material violation by it or at any of the Premises of applicable Environmental Laws; (v) not allow the presence or operation at any of the Premises of any (1) landfill or dump or (2) hazardous waste management facility or solid waste disposal facility as defined pursuant to RCRA or any comparable state law; (vi) not manufacture, use, generate, transport, treat, store, release, dispose or handle any Hazardous Material at any of the Premises except in the ordinary course of its business and operationsin de minimis amounts; (vii) within ten (10) Business Days notify Administrative Agent in writing of and provide any reasonably requested documents upon learning of any of the following in connection with Borrower or any Subsidiary or any of the Premises: (1) any material liability for response or corrective action, natural resource damage or other harm pursuant to CERCLA, RCRA or any comparable state law; (2) any material Environmental Claim; (3) any material violation of an Environmental Law or material Release, threatened Release or disposal of a Hazardous Material; (4) any restriction on the ownership, occupancy, use or transferability arising pursuant to any (x) Release, threatened Release or disposal of a Hazardous Material or (y) Environmental Law; or (5) any environmental, natural resource, health or safety condition, which could reasonably be expected to have a Material Adverse Effect; (viii) conduct at its expense any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any material Release, threatened Release or disposal of a Hazardous Material as required by any applicable Environmental Law, (ix) abide by and observe any restrictions on the use of the Premises imposed by any Governmental Authority as set forth in a deed or other instrument affecting Borrower’s or any Subsidiary’s interest therein; (x) promptly provide or otherwise make available to Administrative Agent any reasonably requested environmental record concerning the Premises which Borrower or any Subsidiary possesses or can reasonably obtain; and (iiixi) are not involved perform, satisfy, and implement any operation or maintenance actions required by any Governmental Authority or Environmental Law, or included in any suit no further action letter or proceeding and have covenant not received to ▇▇▇ issued by any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of Governmental Authority under any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.
Appears in 2 contracts
Sources: Credit Agreement (Duluth Holdings Inc.), Credit Agreement (Duluth Holdings Inc.)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or Except as disclosed in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed Environmental Reports and further described in SCHEDULE 6.21Schedule 20.01(g), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain Lessee has complied and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance now complying in all material respects with all Environmental Laws, and no permits under Environmental Laws are required to mortgage, lease or transfer the Property or to operate the Property in the manner in which the Property is currently operated (other than permits that have already been issued and are in full force and effect or for which application has been submitted or will be submitted within 30 days of the Closing Date); (ii) there are no known circumstances that may interfere in any material respect with Lessee's ability to operate and maintain the Property as contemplated by the Operative Documents in compliance with applicable Environmental Laws or that may give rise to any liability under applicable Environmental Laws; (iii) there are no pending or, to the Actual Knowledge of Lessee, threatened Claims against Lessee (with respect to the Property) or the Property itself with respect to Environmental Laws; (iv) during Lessee's occupancy of the Property there have been no known Releases on or from the Property in violation of applicable Environmental Laws and such Property is, to the Actual Knowledge of Lessee, free from all contamination in material violation of their activities and operationsEnvironmental Laws arising from, relative to, or resulting from any Hazardous Materials; (v) to Lessee's knowledge after due inquiry, there are not now any underground storage tanks or incinerators located at, on or under the Property; (vi) to the Actual Knowledge of Lessee there is no asbestos contained in, forming part of or contaminating any part of the Property that could reasonably be expected to result in a material liability under any Environmental Laws; (vii) to the Actual Knowledge of Lessee no polychlorinated biphenyls (PCBs) are used, stored, located at or contaminate any part of the Property that could reasonably be expected to result in a material liability under any Environmental Laws; and (iiiviii) are not involved to the Actual Knowledge of Lessee there exists no condition affecting the Property, the improvements, or Lessee that could reasonably be expected to result in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of material liability under any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceLaws.
Appears in 2 contracts
Sources: Lease Agreement (Dollar General Corp), Lease Agreement (Dollar General Corp)
Environmental Matters. Except as set forth on Section 5.14 of the Disclosure Schedule:
(a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon ILG and the soil and groundwater thereunderits Subsidiaries: (i) does not contain are, and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance fromhave been, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws Laws, including those applicable to their operations and use of the ILG Leased Real Property, which compliance includes obtaining and complying in all of their activities and operationsmaterial respects with all ILG Licenses required pursuant to Environmental Laws; and (iiiii) are not involved have furnished to Faraday copies of all material environmental assessments, audits, reports and other material environmental documents in their possession or under their reasonable control relating to their respective businesses or their current or former properties, facilities or operations;
(b) neither ILG nor its Subsidiaries has: (i) generated, transported, treated, stored, disposed of, arranged for or permitted the disposal of, handled, Released, manufactured, distributed, or exposed any suit Person to, any Hazardous Material, including at or proceeding and have not received on the ILG Leased Real Property, in violation of any notice applicable Environmental Laws, and, there has been no Release or request for information from any governmental authority or other third party with respect to a release or threatened release threat of Release of any Hazardous Substance Material by ILG or a violation its Subsidiaries or at or on any property owned or operated by ILG or its Subsidiaries, including the ILG Leased Real Property, that in each case requires reporting or remediation by ILG or any of its Subsidiaries pursuant to, or would give rise to material liabilities under, any Environmental Law; or (ii) assumed or become subject to any material liability of any other Person relating to Environmental Laws or Hazardous Materials;
(c) neither ILG nor its Subsidiaries have (i) received notice within the past three (3) years of any actual or alleged material violation of, or material liability under, any Environmental Law, including under the citizen suit provisions of any Environmental Law; (ii) received any written request within the past three (3) years for information, and have not received notice of any claims notice, demand letter, administrative inquiry or written complaint or claim from any person Governmental Authority under any Environmental Law; or entity relating (iii) been subject to property damage or, to ILG’s Knowledge, threatened with any governmental or to personal 57 injuries from exposure citizen enforcement action with respect to any Hazardous SubstanceEnvironmental Law; and
(d) to ILG’s Knowledge, there are no underground storage tanks, landfills, current or former waste disposal areas or polychlorinated biphenyls at or on the ILG Leased Real Property that require reporting or remediation by ILG or its Subsidiaries pursuant to any applicable Environmental Law.
Appears in 2 contracts
Sources: Contribution Agreement (Interior Logic Group Holdings, LLC), Contribution Agreement (Interior Logic Group Holdings, LLC)
Environmental Matters. (aExcept for matters set forth in Section 3.01(o) The Realty owned or operated by each Borrower Affiliate currently of the Aztar Disclosure Letter and such matters as individually or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or aggregate, have not had and would not reasonably be expected to result in a material adverse effect on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunderAztar: (i) does not contain Aztar and is not contaminated by any Hazardous Substanceits subsidiaries have complied at all times with all applicable Environmental Laws (as defined below); (ii) does not contain and has not previously contained no property currently owned, leased or operated by Aztar or any asbestos of its subsidiaries (including soils, groundwater, surface water, buildings or underground storage tanks; and other structures) is contaminated with any Hazardous Substance (iiias defined below) in a manner that is or would be required to be Remediated or Removed (A) has never been the subject of any activities representing a violation or alleged as such terms are defined below), that is in violation of any Environmental Law Law, or that is reasonably likely to give rise to any Environmental Liability; (iii) Aztar and its subsidiaries have no information that any property formerly owned, leased or operated by Aztar or any report of its subsidiaries was contaminated with any Hazardous Substance in a manner requiring Remediation or Removal under applicable Environmental Law, during or prior to such period of ownership, leasehold, or action by a governmental authority pursuant operation; (iv) neither Aztar nor any of its subsidiaries nor any prior owner or operator has incurred in the past or is now subject to any Environmental Liabilities (as defined below); (v) neither Aztar nor any of its subsidiaries has received any notice, demand, letter, claim or request for information alleging that Aztar or any of its subsidiaries may be in violation of or subject to liability under any Environmental Law; (Bvi) has not had neither Aztar nor any release of its subsidiaries is subject to any order, decree, injunction or agreement with any Governmental Authority, or any indemnity or other agreement with any third party, concerning liability or obligations relating to any Environmental Law or otherwise relating to any Hazardous Substance fromor any environmental, on, in health or upon itsafety matter; and (Cvii) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect Aztar, there are no other circumstances or conditions involving Aztar or any of its subsidiaries that would reasonably be expected to result in any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionEnvironmental Liability.
(bA) The Borrower and each Insurance SubsidiaryAs used herein, the term “Environmental Laws” means all Laws (including any common law) relating to: (iA) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance the protection, investigation or thatrestoration of the environment, pursuant to any Environmental Lawhealth, safety, or natural resources, (1B) has been placed on the "National Priorities List"handling, the "CERCLIS" listuse, or any similar state or federal listpresence, or (2) is subject to or the source of a claimdisposal, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release Release or threatened release of any Hazardous Substance or a violation (C) noise, odor, indoor air, employee exposure, electromagnetic fields, wetlands, pollution, contamination or alleged violation any injury or threat of any Environmental Law, and have not received notice of any claims from any person injury to persons or entity property relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.
Appears in 2 contracts
Sources: Merger Agreement (Pinnacle Entertainment Inc), Merger Agreement (Pinnacle Entertainment Inc)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain The conduct of Correvio and its subsidiaries in carrying on the Business and the operation of the Business by Correvio and its subsidiaries have been and is not contaminated by any Hazardous Substance; in compliance with all Environmental Laws, in all material respects, and there are no existing events, conditions, or circumstances that would reasonably be expected to materially and adversely affect the ability of Correvio or its subsidiaries to comply with Environmental Laws;
(ii) does not contain Correvio and has not previously contained any asbestos or underground storage tanks; its subsidiaries have obtained and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all permits required by applicable Environmental Laws Laws, and all written notices or demand letters issued, entered, promulgated or approved thereunder. which are necessary in all connection with the conduct and operation of their activities the Business and operations; and the ownership, leasing or use of the assets as the same are now owned, leased, used conducted or operated;
(iii) There are not involved no Claims, prosecutions, charges, hearings or other proceedings of any kind (“Proceeding”) or, to the best of the Correvio’s knowledge, contemplated Proceedings, in any suit court or proceeding tribunal or before any Governmental Entities, and have not no notice has been received by Correvio or any notice of its subsidiaries of any such Proceeding or request for information from contemplated Proceeding, which alleges the violation of, or non-compliance with, any governmental authority Environmental Law or other third party relates to the presence of, or release of, any Hazardous Substances in connection with respect to a release or threatened the Business;
(iv) To the best of the Correvio’s knowledge, there has been no release of any Hazardous Substance Substances at, on, or a violation under any Real Property or alleged violation any other real property previously owned, leased, operated or controlled by Correvio or any of its subsidiaries, other than in compliance with Environmental Laws. Neither Correvio nor its subsidiaries has manufactured, distributed, treated, stored, disposed of, handled, released, transported or arranged for the transport of Hazardous Substances, including to any off-site location, or exposed any Person to Hazardous Substances, in each case so as to give rise to any current or future liabilities of Correvio or its subsidiaries under Environmental Laws or permits required by applicable Environmental Laws. Neither Correvio nor any of its subsidiaries is conducting, or has undertaken or completed, any investigatory, remedial or corrective obligation relating to any release of any Hazardous Substances at, on, or under any Real Property or any other real property previously owned, leased, operated or controlled by Correvio or any of its subsidiaries, either voluntarily or pursuant to the order of any Governmental Entity or the requirements of any Environmental Law, and have not received notice of any claims from any person Laws.
(v) There are no orders or entity directions relating to property damage environmental matters requiring any work, repairs, construction or capital expenditures with respect to personal 57 injuries from exposure the Business; and
(vi) None of Correvio or its subsidiaries have agreed by contract or other agreement to indemnify or be responsible for any Hazardous Substanceliabilities or obligations under Environmental Laws.
Appears in 2 contracts
Sources: Arrangement Agreement (Correvio Pharma Corp.), Arrangement Agreement
Environmental Matters. Except as set forth in the American SEC Documents or Section 4.17 of the American Disclosure Schedule, American:
(a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) notified in writing that it is potentially liable and, has not had received any release of any Hazardous Substance from, on, in written request for information or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With other correspondence concerning its potential liability with respect to any Realty owned site or operated by any Borrower Affiliate in the pastfacility, but not currently owned under or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1ii) has been placed on to the knowledge of American, is not a potentially "National Priorities List"responsible party" under, the "CERCLIS" listComprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act, as amended, or any similar state or federal listLaw, or and (2iii) to the knowledge of American, is not the subject of or, to or the source knowledge of American, threatened with any Legal Action involving a claim, an administrative order demand for damages or other request potential liability, including any Lien, with respect to take "removal", "remedial", "corrective" violations or any other "response" action, as defined in breaches of any Environmental Law;
(b) to the knowledge of American, or to pay for the costs of any such action at the site; (ii) are is in compliance in all material respects with all Environmental Laws and has obtained all Environmental Permits required under Environmental Laws, except for such noncompliances and failures to obtain Environmental Permits as, individually or in all of their activities and operations; and (iii) are not involved in any suit or proceeding and the aggregate, have not had and would not be reasonably likely to have a Material Adverse Affect on American;
(i) has not entered into or received any notice consent decree, compliance order or request for information from any governmental authority or other third party with respect administrative order issued pursuant to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and (ii) is not a party in interest or in default under any judgment, order, writ, injunction or decree of any Final Order issued pursuant to any Environmental Law; and
(d) to the knowledge of American, there have not received notice been any releases, spills or disposal activities of any claims or involving Hazardous Materials, including without limitation from underground storage tanks, on or from any person property owned, operated or entity relating leased by American which releases, spills or disposal activities resulted or could reasonably be expected to property damage result in investigation and cleanup expenditures which upon payment of such expenditures would be reasonably likely to have a Material Adverse Effect on American. Notwithstanding anything to the contrary contained in this Agreement, American makes no representation or warranty with respect to personal 57 injuries from exposure to any Hazardous Substanceits compliance with Environmental Laws or environmental matters generally, except as specifically set forth in this Section 4.17.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (CBS Corp), Agreement and Plan of Merger (American Radio Systems Corp /Ma/)
Environmental Matters. Except as set forth on Section 4.14 of the Disclosure Schedule:
(a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon ISI and the soil and groundwater thereunderits Subsidiaries: (i) does not contain are, and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance fromhave been, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws Laws, including those applicable to their operations and use of the ISI Leased Real Property, which compliance includes obtaining and complying in all of their activities and operationsmaterial respects with all ISI Licenses required pursuant to Environmental Laws; and (iiiii) are not involved have furnished to ISH copies of all material environmental assessments, audits, reports and other material environmental documents in their possession or under their reasonable control relating to their respective businesses or their current or former properties, facilities or operations;
(b) neither ISI nor its Subsidiaries has: (i) generated, transported, treated, stored, disposed of, arranged for or permitted the disposal of, handled, Released, manufactured, distributed, or exposed any suit Person to, any Hazardous Material, including at or proceeding and have not received on the ISI Leased Real Property, in violation of any notice applicable Environmental Laws, and, there has been no Release or request for information from any governmental authority or other third party with respect to a release or threatened release threat of Release of any Hazardous Substance Material by ISI or a violation its Subsidiaries or at or on any property owned or operated by ISI or its Subsidiaries, including the ISI Leased Real Property, that in each case requires reporting or remediation by ISI or any of its Subsidiaries pursuant to, or would give rise to material liabilities under, any Environmental Law; or (ii) assumed or become subject to any material liability of any other Person relating to Environmental Laws or Hazardous Materials;
(c) neither ISI nor its Subsidiaries have (i) received notice within the past three (3) years of any actual or alleged material violation of, or material liability under, any Environmental Law, including under the citizen suit provisions of any Environmental Law; (ii) received any written request within the past three (3) years for information, and have not received notice of any claims notice, demand letter, administrative inquiry or written complaint or claim from any person Governmental Authority under any Environmental Law; or entity relating (iii) been subject to property damage or, to ISI’s Knowledge, threatened with any governmental or to personal 57 injuries from exposure citizen enforcement action with respect to any Hazardous SubstanceEnvironmental Law; and
(d) to ISI’s Knowledge, there are no underground storage tanks, landfills, current or former waste disposal areas or polychlorinated biphenyls at or on the ISI Leased Real Property that require reporting or remediation by ISI or its Subsidiaries pursuant to any applicable Environmental Law.
Appears in 2 contracts
Sources: Contribution Agreement (Interior Logic Group Holdings, LLC), Contribution Agreement (Interior Logic Group Holdings, LLC)
Environmental Matters. Notwithstanding any other provision in this Agreement, this Section 3.6 contains the exclusive representations of the NBP Partnerships concerning Environmental Matters. Except as set forth on Schedule 3.6:
(a) The Realty NBP Partnerships and their Subsidiaries are, and at all times since January 1, 2005 have been, in material compliance, with all applicable Environmental Laws;
(b) There have been no releases of Hazardous Materials at, on or under any property now owned or operated leased (or formerly owned or leased) by each Borrower Affiliate currently the NBP Partnerships or any of their Subsidiaries which are required by applicable Environmental Laws to be remediated by the NBP Partnerships or any of their Subsidiaries, except for any releases that have been fully remediated or that would not, individually or in the past aggregate, have a Northern Border Material Adverse Effect;
(all of which Realty owned or operated by any Borrower Affiliate as c) Neither of the date hereof NBP Partnerships nor any of their Subsidiaries has received any written request for information or on written notification that it is a potentially responsible party under CERCLA or any similar state Legal Requirement with respect to any on-site or off-site location for which liability is currently being asserted against them with respect to the Closing Date being listed in SCHEDULE 6.21)activities or operations of the NBP Partnerships and their Subsidiaries and neither of the NBP Partnerships nor any of their Subsidiaries has sent or contributed waste to any facility that is subject to a potential claim under CERCLA or any similar state Legal Requirement;
(d) There are no material writs, including without limitation injunctions, decrees, notices of violation, Governmental Orders or judgments outstanding, or any Legal Proceedings pending or, to the improvements thereon and Knowledge of the soil and groundwater thereunder: NBP Partnerships, threatened, involving the NBP Partnerships or any of their Subsidiaries relating to (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of its compliance with any Environmental Law or (ii) the release, discharge, spill, treatment, storage or disposal of Hazardous Materials into the environment at any report location that could reasonably be expected to result in the NBP Partnerships or action by a governmental authority pursuant any of their Subsidiaries incurring any material Liability under Environmental Law;
(e) The NBP Partnerships and each of their Subsidiaries has obtained, currently maintains and is in material compliance with all Environmental Permits, and all such Environmental Permits are in effect and no Legal Proceeding is pending with respect to any such Environmental LawPermit; and
(Bf) has not had any release of any Hazardous Substance from, on, Except to the extent set forth in or upon it; and (C) has never been reserved against in the subject consolidated financial statements of an environmental audit Northern Border contained in the Northern Border SEC Documents, no material expenditures, capital improvements or assessmentchanges in operation are, or remedial action for an environmental problem; provided, however, that the foregoing representationsor, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge Knowledge of the Borrower Affiliates. With respect NBP Partnerships, will be, necessary to any Realty owned achieve or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to maintain compliance with any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, Permit or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for will be necessary as a condition or result of the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit renewal, amendment or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation necessary modification of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstancePermit.
Appears in 2 contracts
Sources: Contribution Agreement (Oneok Inc /New/), Contribution Agreement (Northern Border Partners Lp)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as None of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and Securitization Entities is not contaminated by subject to any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of liabilities pursuant to any Environmental Law or any report to or action by a governmental authority pursuant with respect to any Materials of Environmental Law; Concern that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(Bb) has Other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:
(i) The Securitization Entities: (x) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws, (y) hold all Environmental Permits (each of which is in full force and effect) required for their current operations and (z) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits.
(ii) Materials of Environmental Concern are not had any release of any Hazardous Substance frompresent at, on, in or upon it; and (C) has never been the subject of an environmental audit or assessmentunder, in, or remedial action for an environmental problem; providedabout any Real Estate Assets now or, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned Master Issuer, formerly owned, leased or operated by any Borrower Affiliate Securitization Entity, or at any other location (including, without limitation, any location to which Materials of Environmental Concern have been sent by the Master Issuer for re-use or recycling or for treatment, storage or disposal) in a condition or circumstance that would reasonably be expected to (x) give rise to liability of any Securitization Entity under any applicable Environmental Law or otherwise result in costs to any Securitization Entity (y) interfere with any Securitization Entity’s continued operations or (z) impair the past, but not currently fair saleable value of any real property owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionany Securitization Entity.
(biii) The Borrower and each Insurance Subsidiary: There is no judicial, administrative, or arbitral proceeding (iincluding, without limitation, any notice of violation or alleged violation) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance under or that, pursuant relating to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" listLaw to which any Securitization Entity is, or to the knowledge of the Securitization Entities shall be, named as a party that is pending or, to the knowledge of the Securitization Entities, threatened.
(iv) No Securitization Entity has received any similar state or federal listwritten request for information, or (2) been notified in writing that it is subject a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or that it is liable under any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party either case, with respect to a release or threatened the release of any Hazardous Substance Materials of Environmental Concern to the environment.
(v) No Securitization Entity has entered into or a violation agreed to any consent decree, order, or alleged violation of settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law, Law that has not been fully and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancefinally resolved.
Appears in 2 contracts
Sources: Base Indenture (Wendy's Co), Base Indenture (Wendy's Co)
Environmental Matters. (aA) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate Except as of the date hereof or disclosed on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: Schedule 6.19 to this Agreement
(i) does not contain the operations of the Borrower and is not contaminated by any Hazardous Substance; its Subsidiaries comply in all material respects with Environmental, Health or Safety Requirements of Law;
(ii) does not contain the Borrower and has not previously contained any asbestos its Subsidiaries have all permits, licenses or underground storage tanks; other authorizations required under Environmental, Health or Safety Requirements of Law and are in material compliance with such permits;
(iii) neither the Borrower, any of its Subsidiaries nor any of their respective present property or operations, or, to the Borrower's or any of its Subsidiaries' knowledge, any of their respective past property or operations, are subject to or the subject of, any investigation known to the Borrower or any of its Subsidiaries, any judicial or administrative proceeding, order, judgment, decree, settlement or other agreement respecting: (A) has never been the subject of any activities representing a violation or alleged material violation of any Environmental Law Environmental, Health or any report to or action by a governmental authority pursuant to any Environmental Safety Requirements of Law; (B) has not had any release of any Hazardous Substance from, on, in remedial action; or upon it; and (C) any material claims or liabilities arising from the Release or threatened Release of a Contaminant into the environment;
(iv) there is not now, nor to the Borrower's or any of its Subsidiaries' knowledge has never been there ever been, on or in the subject property of an environmental audit the Borrower or assessmentany of its Subsidiaries any landfill, waste pile, underground storage tanks, aboveground storage tanks, surface impoundment or hazardous waste storage facility of any kind, any polychlorinated biphenyls (PCBs) used in hydraulic oils, electric transformers or other equipment, or remedial action for an environmental problemany asbestos containing material; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited and
(v) to the knowledge of the Borrower Affiliates. With respect to or any Realty owned of its Subsidiaries, neither the Borrower nor any of its Subsidiaries has any material Contingent Obligation in connection with any Release or operated by any Borrower Affiliate in threatened Release of a Contaminant into the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionenvironment.
(bB) The For purposes of this Section 6.19 "material" means any noncompliance or basis for liability which could reasonably be likely to subject the Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state of its Subsidiaries to liability, individually or federal listin the aggregate, or (2) is subject to or the source in excess of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance$5,000,000.
Appears in 2 contracts
Sources: Credit Agreement (Schawk Inc), Credit Agreement (Schawk Inc)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently Except as disclosed in EUA SEC Reports filed prior to the date of this Agreement or in the past (all of which Realty owned or operated by any Borrower Affiliate as Section 4.13 of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: EUA Disclosure Letter:
(i) does Each of EUA and its Subsidiaries is in compliance with all applicable Environmental Laws (as hereinafter defined), except where the failure to be in compliance, in the aggregate could not contain and is not contaminated by any Hazardous Substancereasonably be expected to result in an EUA Material Adverse Effect; and
(ii) does not contain and Neither EUA nor any of its Subsidiaries has not previously contained received any asbestos written communication from any person or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law Governmental Authority that alleges that EUA or any report to or action by a governmental authority pursuant to any Environmental Law; of its Subsidiaries is not in such compliance (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been including the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations materiality qualifier set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionclause (i) above) with applicable Environmental Laws.
(b) The Borrower Each of EUA and each Insurance Subsidiary: its Subsidiaries has obtained all environmental, health and safety permits and governmental authorizations (collectively, the "Environmental Permits") necessary for the construction of their facilities and the conduct of their operations, as applicable, and all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and agency approval is expected in the ordinary course of business, and EUA and its Subsidiaries are in compliance with all terms and conditions of the Environmental Permits, except where the failure have such Environmental Permits, file a renewal application for such Environmental Permits, or to be in compliance with such Environmental Permits, in the aggregate could not reasonably be expected to result in an EUA Material Adverse Effect.
(c) There is no Environmental Claim (as hereinafter defined) that could, individually or in the aggregate, reasonably be expected to have an EUA Material Adverse Effect pending (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, against EUA or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the siteits Subsidiaries; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from against any person or entity relating whose liability for any Environmental Claim EUA or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law; or (iii) against any real or personal property or operations which EUA or any of its Subsidiaries owns, leases or manages, in whole or in part.
(d) To the knowledge of EUA there have not been any material Releases (as hereinafter defined) of any Hazardous Material (as hereinafter defined) that would be reasonably likely to property damage form the basis of any material Environmental Claim against EUA or any of its Subsidiaries, or against any person or entity whose liability for any material Environmental Claim EUA or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, except for any Environmental Claim that, individually or in the aggregate, could not reasonably be expected to personal 57 injuries from exposure have an EUA Material Adverse Effect.
(e) To the knowledge of EUA with respect to any predecessor of EUA or any of its Subsidiaries, there is no material Environmental Claim pending or threatened, and there has been no Release of Hazardous SubstanceMaterials that could reasonably be expected to form the basis of any material Environmental Claim except for any Environmental Claim that, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effect.
(f) As used in this Section 4.13:
Appears in 2 contracts
Sources: Merger Agreement (New England Electric System), Merger Agreement (New England Electric System)
Environmental Matters. 4.15.1. With respect to Cheviot Financial and each Cheviot Financial Subsidiary, except as set forth on Cheviot Financial Disclosure Schedule 4.15.1:
(aA) The Realty To the Knowledge of Cheviot Financial, neither the conduct nor operation of its business nor any condition of any property currently or previously owned, leased or operated by it (including Participation Facilities and Other Real Estate Owned) results or resulted in a violation of any Environmental Laws that is reasonably likely to impose a material liability (including a material remediation obligation) upon Cheviot Financial or any Cheviot Financial Subsidiary. To the Knowledge of Cheviot Financial, no condition has existed or event has occurred with respect to any such property that, with notice or the passage of time, or both, is reasonably likely to result in any material liability to Cheviot Financial or any Cheviot Financial Subsidiary by reason of any Environmental Laws. Neither Cheviot Financial nor any Cheviot Financial Subsidiary during the past five years has received any written notice from any Person or Governmental Entity that Cheviot Financial or any Cheviot Financial Subsidiary or the operation or condition of any property ever owned or operated (including Participation Facilities) by any of them are currently in violation of or otherwise are alleged to have liability under any Environmental Laws or relating to Materials of Environmental Concern (including, but not limited to, responsibility (or potential responsibility) for the cleanup or other remediation of any Materials of Environmental Concern at, on, beneath, or originating from any such property) for which a material liability is reasonably likely to be imposed upon Cheviot Financial or any Cheviot Financial Subsidiary;
(B) There is no suit, written claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to the Knowledge of Cheviot Financial threatened, before any court, governmental agency or other forum against Cheviot Financial or any Cheviot Financial Subsidiary (i) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (ii) relating to the presence of or release into the environment of any Materials of Environmental Concern (as defined herein), whether or not occurring at or on a site owned, leased or operated by Cheviot Financial or any Cheviot Financial Subsidiary (including Participation Facilities and Other Real Estate Owned);
(C) To the Knowledge of Cheviot Financial, (i) there are no underground storage tanks on, in or under any properties owned or operated by each Borrower Affiliate currently Cheviot Financial or in the past any Cheviot Financial Subsidiary (all of which Realty including Participation Facilities and Other Real Estate Owned), and (ii) no underground storage tanks have been closed or removed from any properties owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law Cheviot Financial or any report to or action by a governmental authority pursuant to any Cheviot Financial Subsidiary (including Participation Facilities and Other Real Estate Owned) except in compliance with Environmental LawLaws in all material respects; and
(BD) has not had any release To the Knowledge of any Hazardous Substance fromCheviot Financial, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not properties currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, Cheviot Financial or any similar state Cheviot Financial Subsidiary (including, without limitation, soil, groundwater or federal listsurface water on or under the properties, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iiibuildings thereon) are not involved in contaminated with and do not otherwise contain any suit or proceeding and have not received any notice or request for information from any governmental authority or Materials of Environmental Concern other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any than as permitted under applicable Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.
Appears in 2 contracts
Sources: Merger Agreement (Cheviot Financial Corp.), Merger Agreement (Mainsource Financial Group)
Environmental Matters. (a) The Realty owned Except as described in the Hanover Reports filed with the SEC prior to the date of this Agreement, Hanover and each Subsidiary of Hanover has been and is in compliance with all applicable orders of any court, governmental authority or operated by each Borrower Affiliate currently arbitration board or tribunal and any applicable law, ordinance, rule, regulation or other legal requirement (including common law) related to human health and the environment (“Environmental Laws”) except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a Hanover Material Adverse Effect. There are no past (all or present facts, conditions or circumstances that interfere with the conduct of any of their respective businesses in the manner now conducted or which Realty owned interfere with continued compliance with any Environmental Law, except for any non-compliance or operated by any Borrower Affiliate as of interference that, individually or in the date hereof or on the Closing Date being listed in SCHEDULE 6.21)aggregate, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does has not contain had and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing reasonably likely to have a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionHanover Material Adverse Effect.
(b) The Borrower Except for such matters as, individually or in the aggregate, have not had and each Insurance Subsidiary: (i) are not reasonably likely to have never sent a Hazardous Substance Hanover Material Adverse Effect, no judicial or administrative proceedings or governmental investigations are pending or, to a site the knowledge of Hanover, threatened against Hanover or its Subsidiaries that is contaminated by any Hazardous Substance allege the violation of or that, seek to impose liability pursuant to any Environmental Law, (1) has been placed and there are no past or present facts, conditions or circumstances at, on the "National Priorities List", the "CERCLIS" listor arising out of, or otherwise associated with, any similar state current (or, to the knowledge of Hanover or federal listits Subsidiaries, former) businesses, assets or (2) is subject to or the source properties of a claim, an administrative order or other request to take "removal", "remedial", "corrective" Hanover or any other "response" actionSubsidiary of Hanover, including but not limited to on-site or off-site disposal, release or spill of any material, substance or waste classified, characterized or otherwise regulated as defined in hazardous, toxic, pollutant, contaminant or words of similar meaning under Environmental Laws, including petroleum or petroleum products or byproducts (“Hazardous Materials”) which violate Environmental Law or are reasonably likely to give rise to (i) costs, expenses, liabilities or obligations for any cleanup, remediation, disposal or corrective action under any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and claims arising for personal injury, property damage or damage to natural resources, or (iii) are not involved in fines, penalties or injunctive relief.
(c) Neither Hanover nor any suit or proceeding and have not of its Subsidiaries has (i) received any notice of noncompliance with, violation of, or request for information from liability or potential liability under any Environmental Law or (ii) entered into any consent decree or order or is subject to any order of any court or governmental authority or other third party with respect tribunal under any Environmental Law or relating to a release or threatened release the cleanup of any Hazardous Substance or a violation or alleged violation of Materials, except for any Environmental Law, and such matters as have not received notice of any claims from any person or entity relating had and are not reasonably likely to property damage or to personal 57 injuries from exposure to any Hazardous Substancehave a Hanover Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Hanover Compressor Co /), Merger Agreement (Exterran Holdings Inc.)
Environmental Matters. (a) The Realty owned Except as set forth on Schedule 3.11, Percon and each of its subsidiaries are in compliance with all applicable federal, state, foreign, regional and local laws, statutes, ordinances, judgments, rulings and regulations and applicable common law principles relating to any matters of pollution, protection of the environment or operated by each Borrower Affiliate currently environmental regulation or control (collectively, "Environmental Laws") except for instances of noncompliance where neither the costs and penalties associated with noncompliance nor the costs associated with rectifying the noncompliance, individually or in the past (all aggregate with those associated with other instances of which Realty owned or operated by noncompliance subject to this and similar exceptions, would be material. Neither Percon nor any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: its subsidiaries has received any written notice (i) does not contain and is not contaminated by of any Hazardous Substance; violation of an Environmental Law or (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been of the subject institution of any activities representing a violation Litigation by any governmental agency or alleged authority or any third party alleging that Percon or any of its subsidiaries may be in violation of any Environmental Law or any report to or action by a governmental authority pursuant to liable under any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: Except as disclosed on Schedule 3.11, neither Percon nor any of its subsidiaries has (i) have never sent a placed, held, located, released, transported or disposed of any Hazardous Substance Substances (as hereinafter defined) on, under, from or at any of the properties currently or previously owned or operated by Percon or any of its subsidiaries, except in compliance with Environmental Laws or instances of noncompliance where neither the costs and penalties associated with noncompliance nor the costs associated with rectifying the noncompliance, individually or in the aggregate with those associated with other instances of noncompliance subject to a site that is contaminated by this and similar exceptions, would be material, (ii) been subject to liability for any Hazardous Substance disposal or that, pursuant to contamination on any Environmental Lawof its property or any third party property, (1iii) has been placed on knowledge of the "National Priorities List"presence of any Hazardous Substances on, the "CERCLIS" list, under or at any of Percon's or any similar state of its subsidiaries' properties or federal listany other property to the extent the presence of Hazardous Substances on any other property was caused by the operations of Percon or any of its subsidiaries, or (2iv) is subject received any written notice (x) of any actual or potential liability for the response to or the source remediation of a claim, an administrative order Hazardous Substances at or other request to take "removal", "remedial", "corrective" arising from any of Percon's or any of its subsidiaries' properties or any other "response" action, as defined in any Environmental Lawproperties, or to pay (y) of any actual or potential liability for the costs of any such action response to or remediation of Hazardous Substances at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information arising from any governmental authority of Percon's or any of its subsidiaries' properties or any other third party with respect to a release properties. For purposes of this Agreement, the term "Hazardous Substance" shall mean any toxic or threatened release of hazardous materials or substances, including asbestos, buried contaminants, chemicals, flammable explosives, radioactive materials, petroleum and petroleum products and any Hazardous Substance substances defined as, or a violation included in the definition of, "hazardous substances", "hazardous wastes", "hazardous materials" or alleged violation of "toxic substances" under any Environmental Law. Percon has provided PSC with true and correct copies of all environmental reports in the possession of Percon or any of its subsidiaries or their agents, and have not received notice of any claims from any person representatives or entity consultants relating to property damage owned or to personal 57 injuries from exposure to operated by Percon or any Hazardous Substanceof its subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (PSC Inc), Merger Agreement (PSC Inc)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to To the knowledge of Network, operations of Network or any of its Subsidiaries conducted at the Borrower Affiliates. With respect to Real Property, any Realty of Network's or a Subsidiary's previously owned real property and any real property previously owned or operated now leased, licensed or otherwise occupied by any Borrower Affiliate Network or such Subsidiary (each a "Site") at all times during such ownership, lease, license or occupation complied in the pastall respects with Environmental Laws (as defined below), but except for noncompliance that would not currently owned or operated by have a Network Material Adverse Effect. Network and each Subsidiary has obtained all governmental authorizations and permits under Environmental Laws necessary for its operations. Network and each Subsidiary is in material compliance with each term and condition of such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionauthorizations and permits.
(b) The Borrower and each Insurance real property occupied by Network in connection with its business or a Subsidiary: 's operations thereon are not, to the best knowledge of Network, subject to (i) have never sent a Hazardous Substance any federal, state, or local investigation, to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Lawthe best knowledge of Network, (1ii) has been placed on any judicial or administrative proceeding alleging the "National Priorities List", the "CERCLIS" list, violation of or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in liability under any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit outstanding written order or proceeding and have not received any notice or request for information from agreement with any governmental authority or other third private party with respect relating to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law.
(c) For the purpose of this Agreement, the term "Environmental Laws" shall mean: The Comprehensive Environmental Response, Compensation and have not received notice Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Emergency Planning and Community Right-to-Know Act; the Resource Conservation and Recovery Act; the Hazardous Materials Transportation Act of 1974; the Federal Water Pollution Control Act; the Clean Air Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Safe Drinking Water Act; the Toxic Substances Control Act; the Oil Pollution Act of 1990; any claims from any person laws regulating the use of biological agents or entity relating to property damage substances including medical or to personal 57 injuries from exposure to any Hazardous Substanceinfectious wastes, each as amended or supplemented through the date hereof.
Appears in 2 contracts
Sources: Stock Acquisition Agreement (Network Long Distance Inc), Stock Acquisition Agreement (Ixc Communications Inc)
Environmental Matters. Except as set forth in Section 5.13 of the Disclosure Schedules:
(a) The Realty owned To the Knowledge of Sellers, the business and operations of the Target Group are in material compliance with all applicable Environmental Laws and all Permits issued pursuant to Environmental Laws, and there is no condition, event or operated circumstance at any of the Leased Real Estate that contravenes any Environmental Law or, with the passage of time, may result in a material Environmental Notice or a material Environmental Claim;
(b) To the Knowledge of Sellers, the Target Group has obtained all material Permits required under all applicable Environmental Laws necessary to operate their business and operations in all material respects and possess and use the Acquired Assets, subject to renewal of such Permits in the ordinary course of business;
(c) To the Knowledge of Sellers, no Group Company is the subject of any material outstanding Liability or Environmental Claim respecting violation of Environmental Laws, or any Action based thereon or arising therefrom;
(d) To the Knowledge of Sellers, no Group Company has received any material Environmental Claim or other written communication alleging that any Group Company, the Business, or any Acquired Assets may be in violation of any applicable Environmental Law or any Permit issued pursuant to Environmental Law, which was received in the last two (2) years prior to the date of this Agreement or, without regard to date of receipt, remains pending or unresolved or is the source of ongoing obligations or requirements as of the date hereof; and
(e) There is no condition, event, or circumstance concerning the Release or regulation of Hazardous Materials by each Borrower Affiliate any Target Company or any Affiliates of any Target Company or to the best of the Knowledge of Sellers by any other Person, in contravention of Environmental Law that might, after the Closing Date, materially prevent, impede, or increase the costs associated with the ownership, lease, operation, performance, or use of the Acquired Assets, the Business, to the best of the Knowledge of Sellers, any of the Leased Real Estate, or any other assets of Sellers as currently conducted. To the Knowledge of Sellers, no Target Company has received an Environmental Notice that any of the Acquired Assets, the Business, or real property currently or in the past (all of which Realty owned formerly owned, leased or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed Target Company in SCHEDULE 6.21)connection with its business operations (including soils, including without limitation the improvements thereon groundwater, surface water, and the soil and groundwater thereunder: (iStructures located thereon) does not contain and is not has been contaminated by with any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos Materials which could reasonably be expected to result in an Environmental Claim against, or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation of Environmental Law or alleged violation the terms of any Environmental Law Permit by, a Target Company or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionAcquired Assets.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.
Appears in 2 contracts
Sources: Asset Purchase Agreement (AgileThought, Inc.), Asset Purchase Agreement (AgileThought, Inc.)
Environmental Matters. (a) The Realty owned Except as set forth on Schedule 7.20 hereto:
7.20.1 TCH, each Subsidiary and the operations of the Business are in material compliance with all applicable Environmental Laws;
7.20.2 TCH and each Subsidiary have all material Environmental Permits that are required to be obtained under applicable Environmental Law for the ownership, use and operation of the Business as currently conducted; all such Environmental Permits are maintained, no appeal or operated by any other action is outstanding or threatened to revoke any such Environmental Permit and TCH and each Borrower Affiliate currently Subsidiary are in material compliance with all terms and conditions of all such Environmental Permits;
7.20.3 to the Knowledge of Seller, none of TCH or in any Subsidiary has received written notice of any actual or threatened civil, criminal or administrative action, suit, demand, claim, Lien, hearing, notice of violation, proceeding, or investigation relating to the past (all Business alleging any violation of which Realty owned or operated by any Borrower Affiliate liability pursuant to Environmental Law that has not been fully remedied as of the date hereof of this Agreement;
7.20.4 to the Knowledge of Seller, in the past three (3) years, there has not been a Release of Hazardous Materials on or on beneath any Owned Property in quantities or concentrations that could reasonably require Remedial Action under applicable Environmental Laws;
7.20.5 in the Closing Date being listed past three (3) years, to the Knowledge of Seller, the Seller, TCH and each Subsidiary have responded to all material written requests addressed to any of them from Governmental Bodies pursuant to Environmental Laws for material information relating to the operation of the Business;
7.20.6 to the Knowledge of Seller, in SCHEDULE 6.21)the past three (3) years, including without limitation none of Seller, TCH or any Subsidiary has received written notice of any actual or threatened claim alleging that any current or former employee of the improvements thereon and Business in the soil and groundwater thereundercourse of his or her employment has been exposed to any Hazardous Materials generated, produced or used by the Business in concentrations exceeding those permitted under applicable Environmental Laws;
7.20.7 none of the Owned Properties contains any: (i) does not contain and is not contaminated by any Hazardous Substance; underground storage tanks, (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and injection ▇▇▇▇▇, (iii) septic tanks in which process wastewater or any Hazardous Materials have been disposed, or (Aiv) has never been the subject of any activities representing asbestos in a condition that constitutes a violation or alleged violation of any applicable Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessmentLaws, or remedial action for an environmental problem; provided, however, (v) any equipment that the foregoing representationscontains polychlorinated biphenyls;
7.20.8 except as specified on Schedule 7.20.8, to the extent they relate Knowledge of Seller, there is no Contract in connection with the Business that obligates TCH or any Subsidiary to pay to, reimburse, guarantee, pledge, defend, indemnify or hold harmless any Person for or against material liabilities arising under Environmental Laws from the operation of the Business; and
7.20.9 the Seller has delivered or made available to Purchaser complete copies of all material environmental reports, studies, audits, notices, orders and claims made in the past three (3) years relating to the period prior to the time the Realty in question was currently and formerly owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionReal Property.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.
Appears in 2 contracts
Sources: Contribution and Purchase Agreement (Tecumseh Products Co), Contribution and Purchase Agreement (Tecumseh Products Co)
Environmental Matters. (aExcept as disclosed in Section 2.02(m) The Realty owned or operated by each Borrower Affiliate currently of the Disclosure Schedule and except for any matters that would not reasonably be expected to result, individually or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed aggregate, in SCHEDULE 6.21)a Material Adverse Effect, including without limitation the improvements thereon and the soil and groundwater thereunder: to Parent’s knowledge (i) does not contain and is not contaminated by neither the Parent nor any Hazardous Substanceof its Subsidiaries has violated any Environmental Laws at or affecting the Purchased Assets or assets of the Southern Entities, the Southern Business, the Southern Sites or the Real Property; (ii) does not contain neither Parent nor any of its Subsidiaries has received any notices, citations, demands, directives, requests for information, summons or orders, and no penalty has not previously contained been assessed, and no investigation, claim, action, suit, writ, injunction, decree, order, judgment, proceeding or review is pending or threatened by any asbestos Governmental Entity or underground storage tanksPerson, in each case, in connection with the Purchased Assets or assets of the Southern Entities, the Southern Business, the Southern Sites or the Real Property and relating to any matter arising out of or in respect of any Environmental Law; and (iii) there are no liabilities or obligations arising in connection with or in any way relating to the Purchased Assets or assets of the Southern Entities, the Southern Business, the Southern Sites or the Real Property (Aincluding, without limitation, those relating to releases of Hazardous Materials or off-site disposal) has never been the subject of any activities representing a violation kind whatsoever, whether accrued, contingent, absolute, determined, determinable or alleged violation of otherwise, arising under or relating to any Environmental Law or contract with any report Governmental Entity or Person with respect to environmental matters, and there are no facts, events, conditions, situations or action by a governmental authority pursuant set of circumstances which could reasonably be expected to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, result in or upon it; and (C) has never been be the subject basis for any such liability or obligation. As of an environmental audit or assessmentClosing, or remedial action for an environmental problem; providedthe only real property in New Jersey owned, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned leased or operated by a Borrower AffiliateSouthern Entity is an office property leased by a Southern Entity and used solely for administrative purposes located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, shall be limited to the knowledge Suite #158, Park Ridge, New Jersey. As of the Borrower Affiliates. With respect to any Realty owned Closing, none of the Owned Real Property or operated by any Borrower Affiliate Leased Real Property will be located in New Jersey except as disclosed in the past, but not currently owned or operated by such Borrower Affiliateimmediately preceding sentence. For purposes of this Section, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" listterms “Parent”, or “Subsidiaries” shall include any similar state entity which is, in whole or federal listin part, or (2) is subject to or the source a predecessor of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substanceentities.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (J C Penney Co Inc)
Environmental Matters. (a) The Realty owned or operated Except as set forth in Section 6.15 of the NAM Disclosure Letter, NAM and each Subsidiary of NAM has been since January 1, 2016 and is in compliance with all Environmental Laws, which compliance includes the possession by NAM each Borrower Affiliate currently Subsidiary of NAM of all NAM Permits required under applicable Environmental Laws and compliance with the terms and conditions thereof, in each case, except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a NAM Material Adverse Effect. To the knowledge of NAM, there are no past (all or present facts, conditions or circumstances that interfere with the conduct of any of their respective businesses in the manner now conducted or which Realty owned interfere with continued compliance with any Environmental Law currently in effect, except for any non-compliance or operated by any Borrower Affiliate as of interference that, individually or in the date hereof or on the Closing Date being listed in SCHEDULE 6.21)aggregate, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does has not contain had and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing reasonably likely to have a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionNAM Material Adverse Effect.
(b) The Borrower and each Insurance Subsidiary: Except as set forth in Section 6.15 of the NAM Disclosure Letter, (i) have never sent a Hazardous Substance no judicial or administrative proceedings or governmental investigations are pending or, to a site the knowledge of NAM, threatened against NAM or its Subsidiaries that is contaminated by any Hazardous Substance allege the violation of or that, seek to impose liability pursuant to any Environmental Law, and (1ii) has been placed to the knowledge of NAM or its Subsidiaries, there are no past or present facts, conditions or circumstances at, on the "National Priorities List", the "CERCLIS" listor arising out of, or otherwise associated with, any similar state current or federal listformer businesses, assets or properties of NAM or any Subsidiary of NAM, including but not limited to on-site or off-site disposal, release or spill of any Hazardous Materials, in each case, which violate Environmental Law or are reasonably likely to give rise under Environmental Law to (A) costs, expenses, liabilities or obligations for any investigations, monitoring cleanup, remediation, disposal or corrective action, (B) claims arising for personal injury, property damage or damage to natural resources, or (2C) fines, penalties or injunctive relief, except in the case of clauses (b)(i) and (b)(ii) for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a NAM Material Adverse Effect.
(c) Except as set forth in Section 6.15 of the NAM Disclosure Letter, neither NAM nor any of its Subsidiaries has since January 1, 2016 (i) received any notice of noncompliance with, violation of, or liability or potential liability under any Environmental Law or (ii) entered into any consent decree or order or is subject to or the source of a claim, an administrative any order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit court or proceeding and have not received any notice or request for information from any governmental authority or tribunal under, or is otherwise subject to any indemnity or other agreement with any third party with respect person relating to a release liability or threatened release obligation under, any Environmental Law or relating to the cleanup of any Hazardous Substance or a violation or alleged violation Materials, except in the case of any Environmental Law, clauses (c)(i) and (c)(ii) for such matters as have not received notice of any claims from any person or entity relating had and are not reasonably likely to property damage or to personal 57 injuries from exposure to any Hazardous Substancehave a NAM Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Forbes Energy Services Ltd.), Merger Agreement (Superior Energy Services Inc)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or Except as has not resulted in and would not reasonably be expected to result in material liability to the past (all of which Realty owned or operated by any Borrower Affiliate Company and its Subsidiaries, taken as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: a whole:
(i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance fromCompany and its Subsidiaries are, onand since January 1, in or upon it; and (C) has never been the subject of an environmental audit or assessment2010 have been, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all applicable Environmental Laws in Laws; (B) to the Knowledge of the Company, all Company Products comply, to the extent applicable, with the restricted substance requirements of their activities and operationsthe EU RoHS Directives; and (iiiC) are not involved in to the Knowledge of the Company, no Company Product fails to comply with any suit or proceeding applicable Environmental Law;
(ii) (A) the Company and have not received any notice or request its Subsidiaries hold and maintain all of the Environmental Permits necessary for information from any governmental authority or other third party with respect to a release or threatened release the continued conduct of any Hazardous Substance Material Activity of the Company or any Subsidiary as such activities are currently being conducted; (B) all such Environmental Permits are valid and in full force and effect; (C) the Company and its Subsidiaries are in compliance with all covenants and conditions of all such Environmental Permits; and (D) no circumstances exist which could cause any Environmental Permit to be revoked, modified, or rendered non-renewable upon payment of the permit fee;
(iii) no Legal Proceeding is pending, or to the Knowledge of the Company, threatened, concerning or relating to any Environmental Permit or any Hazardous Materials Activity of the Company or any Subsidiary relating to the business, or any Business Facility, and neither the Company nor any Subsidiary has received any written information request from any Governmental Entity pursuant to CERCLA or a violation similar state Environmental Law; and
(iv) neither the Company nor any of its Subsidiaries has engaged in any Hazardous Materials Activity that is reasonably likely to result in a Legal Proceeding under Environmental Law or alleged a requirement for investigation or remedial action under applicable Environmental Law.
(b) The Company has delivered or made available to Parent all material records in the Company’s and its Subsidiaries’ possession concerning the Hazardous Materials Activities of the Company and its Subsidiaries, including all notices of non-compliance or violation of any Environmental Law, Laws and have not received notice all environmental audits and environmental assessments of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceBusiness Facility.
Appears in 2 contracts
Sources: Merger Agreement (Microchip Technology Inc), Merger Agreement (Standard Microsystems Corp)
Environmental Matters. (a) The Realty owned Seller has obtained, or operated by each Borrower Affiliate currently is expected to be able to obtain in the ordinary course, all approvals which are required under all Environmental Laws, except to the extent failure to have any such approvals would not have a Material Adverse Effect. The Seller is in compliance with the terms and conditions of all such approvals, and is also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Law or in any regulation, code, plan order, decree, judgment or injunction issued, entered, promulgated or approved thereunder, except to the extent failure to so comply would not, individually or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)aggregate, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing have a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionMaterial Adverse Effect.
(b) The Borrower No notice, notification, demand, request for information, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that no investigation or review is contaminated pending or threatened by any Hazardous Substance governmental or that, pursuant other entity with respect to any alleged failure by the Seller to have any approval required in connection with the conduct of its business or with respect to any Environmental LawLaws, including, without limitation, Environmental Laws relating to the generation, treatment, storage, recycling, transportation, disposal or release of any Hazardous Materials. The Seller has not been identified as a potentially responsible party (1) as that term has been placed on the "National Priorities List", the "CERCLIS" listconstrued pursuant to CERCLA, or any similar state or federal listlocal laws) at any site.
(c) No material oral or written notification of a release of a Hazardous Material has been filed by or on behalf of the Seller and no property now or previously owned, leased, or (2) used by the Seller is subject to listed or proposed for listing on the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" actionNational Priorities List under CERCLA, as defined in amended, or on any similar state list of sites requiring investigation or clean-up.
(d) There are no Liens arising under or pursuant to any Environmental LawLaws on any of the real property or properties owned, leased or to pay for used by the costs of any such action at the site; (ii) Seller and no governmental actions have been taken or are in compliance in all material respects with all Environmental Laws in all process which could subject any of their activities and operations; and (iii) are not involved in any suit such properties to such Liens or proceeding and have not received as a result of which the Seller would be required to place any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity restriction relating to the presence of Hazardous Materials at any property damage or owned by it in any deed to personal 57 injuries from exposure to any Hazardous Substancesuch property.
Appears in 2 contracts
Sources: Assignment and Security Agreement (Northeast Utilities System), Assignment and Security Agreement (Northeast Utilities System)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently Except for any such matter as would not, individually or in the past (all aggregate, reasonably be expected to have a Material Adverse Change or materially impair the ability of which Realty owned or operated by any Borrower Affiliate as of the date hereof Issuers or on the Closing Date being listed Guarantors to consummate the Transactions provided for in SCHEDULE 6.21)the Transaction Documents, including without limitation each of the improvements thereon and the soil and groundwater thereunder: Archrock Entities (ix)(A) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain in compliance with and has not previously contained violated any asbestos applicable federal, state or underground storage tanks; local statutes, laws, rules, regulations, judgments, orders, decrees, ordinances, codes or other legally binding requirements relating to the prevention of pollution or protection of the environment (including natural resources) or human health and safety (iii) to the extent such health or safety relates to exposure to Hazardous Materials, as defined below), or imposing liability or standards of conduct concerning any Hazardous Materials (A) has never been the subject of any activities representing a violation or alleged violation of any “Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; Laws”), (B) has received and is in compliance with and has not had violated any release terms and conditions of any Hazardous Substance frompermits, onlicenses, in authorizations or upon it; other approvals required under Environmental Laws to conduct its business as it is currently being conducted, and (C) has never been the subject not received written notice of an environmental audit any pending or assessmentthreatened violation of, or remedial action for an environmental problem; providedliability under, howeverany Environmental Law and, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With Issuers and each of the Guarantors, there is no event or condition that would reasonably be expected to result in the receipt of any such notice, and (y) there are no costs or liabilities arising under Environmental Laws with respect to any Realty owned the operations or operated by any Borrower Affiliate obligations of the Archrock Entities. Except as disclosed in the pastTime of Sale Information and the Offering Memorandum, but not currently owned (A) there is no proceeding that is pending, or operated by that is known to be contemplated, against the Archrock Entities under any Environmental Laws in which a governmental entity is also a party, other than such Borrower Affiliateproceedings regarding which it is reasonably believed no monetary sanction of $300,000 or more will be imposed, the representations set forth above in this SECTION 6.21 shall be deemed to apply as and (B) none of the last date Archrock Entities anticipates any obligations arising under Environmental Laws that such Borrower Affiliate owned would result, individually or operated in the property aggregate, in question.
(b) capital expenditures constituting a Material Adverse Change or would materially impair the ability of any of the Issuers or the Guarantors to consummate the Transactions provided for in the Transaction Documents. The Borrower and each Insurance Subsidiary: term “Hazardous Material” means (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, “hazardous substance” as defined in any the Comprehensive Environmental LawResponse, or to pay for the costs Compensation and Liability Act of any such action at the site; 1980, as amended, (ii) are any “hazardous waste” as defined in compliance in all material respects with all Environmental Laws in all of their activities the Resource Conservation and operations; and Recovery Act, as amended, (iii) are not involved in any suit petroleum or proceeding petroleum product, (iv) any polychlorinated biphenyl and have not received (v) any notice pollutant or request for information from any governmental authority contaminant or other third party with respect to a release hazardous, dangerous or threatened release of any Hazardous Substance toxic chemical, material, waste or a violation substance regulated under or alleged violation within the meaning of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.
Appears in 2 contracts
Sources: Purchase Agreement (Archrock, Inc.), Purchase Agreement (Archrock, Inc.)
Environmental Matters. Except (i) as set forth on Schedule 4.16, (ii) as would not reasonably be expected, individually or in the aggregate, to have a Buyer Material Adverse Effect, or (iii) as disclosed in any Report filed prior to the date of this Agreement:
(a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon Timken and the soil and groundwater thereunder: (i) does not contain and its material subsidiaries is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained been in material compliance with all Environmental Laws and any asbestos or underground storage tanks; and Permits required pursuant to Environmental Law;
(iiib) (A) none of Timken nor its material subsidiaries has never been the subject of any activities representing a violation or alleged violation received notice of any Environmental Claim or, to the Knowledge of the Buyers, any threatened Environmental Claim regarding the business of the Buyers or any property currently or formerly owned, operated or used by Timken or its material subsidiaries;
(c) none of Timken nor any of its material subsidiaries has entered into, has agreed to, or is subject to, any Governmental Order under any Environmental Law regarding either the Business or any property currently or formerly owned, operated or used by Timken or its material subsidiaries;
(d) none of Timken nor its material subsidiaries has Released any Hazardous Materials in violation of Environmental Law or any report in a manner that would reasonably be expected to or action by a governmental authority pursuant to any result in Liability under Environmental Law; (B) , and to the Knowledge of the Buyers, no other Person has not had any release caused a Release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to Materials at any Realty owned or operated by any Borrower Affiliate in the past, but not property currently owned or operated by such Borrower Affiliate, the representations set forth above Timken or any of its material subsidiaries in this SECTION 6.21 shall violation of Environmental Law or in a manner that would reasonably be deemed expected to apply as of the last date that such Borrower Affiliate result in Liability under Environmental Law;
(e) no property currently owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiaryby Timken or any of its material subsidiaries: (i) have never sent a Hazardous Substance is listed or, to a site that is contaminated by any Hazardous Substance or thatthe Knowledge of the Buyers, pursuant to any Environmental Law, (1) has been placed proposed for listing on the "National Priorities List", the "CERCLIS" listComprehensive Environmental Response, Compensation, and Liability Information System, the National Corrective Action Priority System or any similar state Governmental Authority's list of sites at which remedial action is or federal list, may be necessary or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are contains asbestos or asbestos-containing materials, in either case in a condition constituting a violation of Environmental Law; and
(f) to the Knowledge of the Buyers, none of Timken nor its material subsidiaries will require a capital expenditure or annual operating expense increase during any of the next two fiscal years to achieve compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and which would reasonably be expected to have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceBuyer Material Adverse Effect.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement (Ingersoll Rand Co LTD), Stock and Asset Purchase Agreement (Timken Co)
Environmental Matters. Except for such matters as set forth on Schedule 7.06 or that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect:
(a) The Realty owned Holdings, the Borrower and its Subsidiaries and each of their respective Properties and operations thereon are, and within all applicable statute of limitation periods have been, in compliance with all applicable Environmental Laws;
(b) Holdings, the Borrower and its Subsidiaries have obtained all Environmental Permits required for their respective operations and each of their Properties, with all such Environmental Permits being currently in full force and effect, and none of Holdings, the Borrower or operated by each its Subsidiaries has received any written notice or otherwise has knowledge that any such existing Environmental Permit will be revoked, rescinded or adversely modified, or that any application for any new Environmental Permit or renewal of any existing Environmental Permit will be denied or unreasonably delayed or conditioned;
(c) there are no claims, demands, suits, orders, inquiries, investigations, or proceedings concerning any violation of, or any liability (including as a potentially responsible party) under, any applicable Environmental Laws that are pending or, to the Borrower’s knowledge, threatened against Holdings, the Borrower Affiliate currently or in the past its Subsidiaries or any of their respective Properties or as a result of any operations at such Properties;
(all of which Realty owned or operated by any Borrower Affiliate as d) none of the date hereof Properties of Holdings, the Borrower or on its Subsidiaries contain or, to the Closing Date being listed in SCHEDULE 6.21)Borrower’s knowledge, including without limitation the improvements thereon and the soil and groundwater thereundersince December 31, 2023, have contained any: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never underground storage tanks requiring permits under applicable Environmental Law which have not been the subject obtained and from which there have been Releases of any activities representing a violation or alleged Hazardous Materials; (B) asbestos-containing materials present in violation of any applicable Environmental Law or any report to or action by a governmental authority Laws and requiring removal pursuant to any applicable Environmental Law; (BC) landfills or dumps requiring an Environmental Permit pursuant to Environmental Law which have not been obtained or which are in violation of applicable Environmental Laws; (D) hazardous waste management units as defined pursuant to RCRA or any comparable state law which are in violation of applicable Environmental Laws; or (E) sites on, or to the Borrower’s knowledge nominated for, the National Priority List promulgated pursuant to CERCLA or any comparable state remedial priority list promulgated or published pursuant to any comparable state law;
(e) there has not had any release been no Release or, to the Borrower’s knowledge, threatened Release, of any Hazardous Substance fromMaterials at, on, in under or upon it; and (C) has never been the subject of an environmental audit or assessmentfrom any Property currently owned, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned leased or operated by a Holdings, the Borrower Affiliateor any Subsidiary, shall be limited there is no investigation (to the Borrower’s knowledge), remediation, abatement, removal, or monitoring of Releases of Hazardous Materials required of Holdings, the Borrower or any Subsidiary under applicable Environmental Laws at such Properties and, to the knowledge of the Borrower, none of such Properties are adversely affected by any Release or threatened Release of a Hazardous Material originating or emanating from any other real property;
(f) neither Holdings, the Borrower Affiliates. With nor any of its Subsidiaries has received any written notice asserting an alleged liability or obligation under any applicable Environmental Laws with respect to the investigation, remediation, abatement, removal, or monitoring of any Realty owned Hazardous Materials at, on, under, or Released or threatened to be Released from any real properties offsite Holdings’, the Borrower’s or any of its Subsidiary’s Properties (including any real properties formerly owned, leased, or operated by the Borrower or any Borrower Affiliate Subsidiary) and, to the Borrower’s knowledge, there are no conditions or circumstances that would reasonably be expected to result in the past, but not currently owned or operated by receipt of such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.written notice; and
(bg) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or thatthe Borrower’s knowledge, pursuant to any Environmental Law, (1) there has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs no exposure of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit Person or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure Property to any Hazardous SubstanceMaterials as a result of or in connection with the operations and businesses of any of Holdings’, the Borrower’s or its Subsidiaries’ Properties that would reasonably be expected to result in a claim for damages or compensation pursuant to applicable Environmental Laws.
Appears in 2 contracts
Sources: Credit Agreement (BKV Corp), Credit Agreement (BKV Corp)
Environmental Matters. Except as disclosed in Section 5.1(k) of its respective Disclosure Letter or in its Reports filed prior to the date hereof: (ai) The Realty it and its Subsidiaries have complied in all material respects with all applicable Environmental Laws; (ii) neither it nor its Subsidiaries have any material liability under any Environmental Law for any Hazardous Substance disposal or contamination on the properties currently owned or operated by each Borrower Affiliate currently it or in any of its Subsidiaries; (iii) neither it nor its Subsidiaries have any material liability under any Environmental Law for any Hazardous Substance disposal or contamination on the past (all of which Realty properties formerly owned or operated by it or any Borrower Affiliate as of the date hereof its Subsidiaries; (iv) neither it nor its Subsidiaries have any material liability under any Environmental Law for any Hazardous Substance disposal or contamination on the Closing Date being listed any third party property; (v) neither it nor any of its Subsidiaries is in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by violation of or has any material liability under any Environmental Law for any release or threat of release of any Hazardous Substance; (iivi) does not contain and neither it nor any of its Subsidiaries has not previously contained received any asbestos written notice, demand, letter, claim or underground storage tanksrequest for information alleging that it or any of its Subsidiaries may be in violation of or liable under any Environmental Law in any material respect; and (iiivii) (A) has never been the neither it nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is an indemnitor of any activities representing a violation or alleged violation of third party indemnitee for any liability under any Environmental Law or relating to Hazardous Substances; (viii) to its knowledge, there are no circumstances or conditions involving it or any report of its Subsidiaries that could reasonably be expected to result in any material claims, liability, investigations, costs or action by a governmental authority restrictions on the ownership, use, or transfer of any of its property pursuant to any Environmental Law; (Bix) has not had to its knowledge, none of its properties contain any release of any Hazardous Substance fromunderground storage tanks, onasbestos-containing material, in or upon it; and (C) has never been the subject of an environmental audit or assessmentlead-based paint, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty polychlorinated biphenyls in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law or that would reasonably be expected to result in liability under any Environmental Law; and (x) neither it nor its Subsidiaries has engaged in any activities involving the generation, and have not received notice use, handling or disposal of any claims from Hazardous Substances in violation of any person Environmental Law or entity relating that would reasonably be expected to property damage or to personal 57 injuries from exposure to result in any Hazardous Substancematerial liability under any Environmental Law.
Appears in 2 contracts
Sources: Merger Agreement (Fair Isaac & Company Inc), Merger Agreement (HNC Software Inc/De)
Environmental Matters. Except as disclosed on SCHEDULE 4.15,
(a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and Seller is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws (as defined below) applicable to the Business;
(b) Seller has obtained and is, has been, and will at Closing be, in compliance in all material respects with the conditions of their activities all Environmental Permits (as defined below), certificates, approvals, licenses, and operations; other authorizations necessary under any Environmental Law for the continued conduct of the Business in the manner now conducted and all such Environmental Permits are and will at Closing be in full force and effect;
(iiic) to the knowledge of Seller, there are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party no pending changes with respect to a release any Environmental Permit, that will prevent the Business from being conducted in the manner now conducted or threatened release which would make compliance or continued compliance with respect to any Environmental Permit materially more expensive than at present;
(d) neither Seller nor any of its officers, or directors, or present or past Assets, properties, businesses or operations is subject to, or within the past five years has been subject to, any Hazardous Substance outstanding material written order, decree, judgment, complaint, written agreement, claim, citation, request for information, or a violation notice or alleged is subject to any ongoing judicial or administrative proceeding holding or claiming that Seller is or may be (i) in violation of any Environmental Law, and have not received notice (ii) responsible for the Release of any Chemical Substance or (iii) liable for any Environmental Liabilities and Costs;
(e) to the knowledge of Seller, none of the Assets or the Business, is subject to, or as a result of the transactions contemplated by this Agreement, would be subject to, the requirements of any state or local Environmental Laws that require notice, disclosure, cleanup or approval prior to transfer of such Assets or Business, or that would impose Environmental Liens on such Assets or Business ("ENVIRONMENTAL PROPERTY TRANSFER LAWS");
(f) no property now or previously owned or leased by Seller is listed or, to Seller's knowledge, is proposed for listing, on the National Priorities List pursuant to CERCLA, as defined below, on the CERCLIS, or on any other similar state list of sites requiring investigation or cleanup;
(g) Seller has not transported or arranged for the transportation of any Chemical Substance to any location that is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS, or any other similar state list, or which is the subject of federal, state, or local enforcement actions or other investigations that could reasonably be expected to lead to material claims from against Seller for any person remedial work or entity relating damage to natural resources, including claims under CERCLA;
(h) there are no polychlorinated biphenyls in excess of 50 ppm or damaged or friable asbestos in such condition to cause a present health hazard at any property damage now or previously owned or leased by Seller;
(i) none of the manufacturing or distribution facilities of the Seller is subject to any Environmental Lien;
(j) Seller has not Released and, to the knowledge of Seller, there have been no Releases of a Chemical Substance, no on-site disposal of a Chemical Substance, and there are no active, inactive, closed or abandoned disposal areas, tanks and no investigation or review with respect to any such matter is pending or to personal 57 injuries from exposure the knowledge of Seller, threatened, nor has any Authority or other third party indicated an intention to any Hazardous Substance.conduct the same. As used in this Agreement the following terms have the meanings set forth below:
Appears in 2 contracts
Sources: Asset Purchase Agreement (Comprehensive Medical Diagnostics Group Inc), Asset Purchase Agreement (Comprehensive Medical Diagnostics Group Inc)
Environmental Matters. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Purchaser:
(a) The Realty owned Purchaser and its Subsidiaries are, and since January 1, 2019 were, in compliance with, and are not currently in violation of, any Environmental Laws;
(b) The Purchaser and its Subsidiaries possess all Environmental Permits to operate and conduct their respective businesses as currently operated and conducted, the Purchaser and its Subsidiaries are, and at all times since January 1, 2020, have been, in compliance with all such Environmental Permits, and each such Environmental Permit is valid and in full force and effect;
(c) there is no Contamination of, at, or operated by each Borrower Affiliate currently from the Purchaser Facilities (including ambient air, soils, subsurface strata, groundwater, surface water, buildings, or other structures) with respect to which any remedial or corrective action is or may be required under Environmental Laws;
(d) neither the Purchaser nor any of its Subsidiaries has received any written notice asserting an alleged liability or obligation under Environmental Law for a Release on, at, under, or from the property of any third Person where the Purchaser or any of its Subsidiaries transported or disposed or arranged for the transport or disposal of any Hazardous Substances;
(e) neither the Purchaser nor any of its Subsidiaries has Released any Hazardous Substance into the environment in violation of Environmental Laws; neither the Purchaser nor any of its Subsidiaries has received written notice of any Proceeding, demand, claim, or request for information alleging that the Purchaser or any of its Subsidiaries may be in violation of, liable under, or have unfulfilled obligations under any Environmental Law, and to the Knowledge of Purchaser, there are no circumstances or conditions that would reasonably be expected to result in the past receipt of such notice;
(all f) neither the Purchaser nor any of which Realty owned its Subsidiaries is subject to any Judgment or operated by other agreement with any Borrower Affiliate as of the date hereof Governmental Authority or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by to any Hazardous Substance; (ii) does not contain and has not previously contained indemnity or other agreement with any asbestos third Person relating to a liability or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of obligation under any Environmental Law or assigning liability to the Purchaser or any report of its Subsidiaries in respect of Hazardous Substances; and
(g) to the Knowledge of Purchaser, there are no circumstances, conditions, or action by a governmental authority occurrences involving the Purchaser or any of its Subsidiaries that could reasonably be expected to result in any claims, liabilities, obligations, investigations, costs, or restrictions on the ownership, use, or transfer of any property of the Purchaser or any of its Subsidiaries pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Creek Road Miners, Inc.), Merger Agreement (Creek Road Miners, Inc.)
Environmental Matters. Except as set forth in Section 3.21 of the Disclosure Schedules:
(a) The Realty owned or operated CTS is in material compliance with the Environmental Laws, which compliance includes the possession by CTS of all material Permits and governmental authorizations required under applicable Environmental Laws, and compliance in all material respects with the terms and conditions thereof, except in each Borrower Affiliate currently or in the past (all of which Realty owned or operated by case where such non-compliance would not reasonably be expected to have a Material Adverse Effect. CTS has not received any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and written communication from a Governmental Authority that alleges that it is not contaminated by any Hazardous Substance; (ii) does in such material compliance except where such non-compliance would not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing reasonably be expected to have a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionMaterial Adverse Effect.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance There are no Environmental Claims, including claims based on "ARRANGER LIABILITY," pending or, to a site that is contaminated by the Knowledge of CTS, threatened against CTS or to the Knowledge of CTS, pending or threatened against any Hazardous Substance Person or that, pursuant to entity whose liability for any Environmental LawClaim CTS has to the Knowledge of CTS retained or assumed either contractually or by operation of law, except for such Environmental Claims that would not reasonably be expected to have a Material Adverse Effect.
(1c) has been placed on To the "National Priorities List"Knowledge of CTS, there are no past or present actions, inactions, activities, circumstances, conditions, events or incidents, including the "CERCLIS" listrelease, emission, discharge, presence or disposal of any similar state or federal listMaterial of Environmental Concern, or (2) is subject to or that would form the source basis of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental LawClaim against CTS or against any Person whose liability for any Environmental Claim CTS has retained or assumed either contractually or by operation of law, or except for such Environmental Claims that would not reasonably be expected to pay for the costs of any such action at the site; have a Material Adverse Effect.
(iid) are CTS is in compliance in all material respects with all Environmental Laws in all as they relate to (i) any on-site or off-site locations where to CTS's Knowledge, CTS has stored, disposed or arranged for the disposal of their activities and operations; and Materials of Environmental Concern for itself (iiibut not on behalf of others) are not involved in or (ii) any suit underground storage tanks located on property owned or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release leased by CTS of any Hazardous Substance or a violation or alleged violation which CTS has Knowledge.
(e) For purposes of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.this Agreement:
Appears in 2 contracts
Sources: Merger Agreement (Microfield Group Inc), Merger Agreement (Microfield Group Inc)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently Except to the extent that the inaccuracy of any of the following, individually or in the past (all of which Realty owned aggregate, would not have a Material Adverse Effect on PEC or operated by any Borrower Affiliate as disclosed in Section 2.14 of the date hereof PEC Disclosure Schedule:
(i) PEC and its Subsidiaries hold, and are in compliance with and have been in compliance with for the last three years, all Environmental Permits, and are otherwise in compliance and have been in compliance for the last three years with, all applicable Environmental Laws and there is no condition that is reasonably likely to prevent or materially interfere prior to the Effective Time with compliance by PEC and its Subsidiaries with Environmental Laws;
(ii) no modification, revocation, reissuance, alteration, transfer or amendment of any Environmental Permit, or any review by, or approval of, any third party of any Environmental Permit is required in connection with the execution or delivery of this Agreement or the consummation by PEC of the transactions contemplated hereby or the operation of the business of PEC or any of its Subsidiaries on the Closing Date being listed in SCHEDULE 6.21)date of the Closing;
(iii) neither PEC nor any of its Subsidiaries has received any Environmental Claim, nor has any Environmental Claim been threatened against PEC or any of its Subsidiaries;
(iv) neither PEC nor any of its Subsidiaries has entered into, agreed to or is subject to any outstanding judgment, decree, order or consent arrangement with any governmental authority under any Environmental Laws, including without limitation those relating to compliance with any Environmental Laws or to the improvements thereon and the soil and groundwater thereunder: investigation, cleanup, remediation or removal of Hazardous Materials;
(iv) does not contain and is not contaminated there are no circumstances that are reasonably likely to give rise to liability under any agreements with any person pursuant to which PEC or any Subsidiary of PEC would be required to defend, indemnify, hold harmless, or otherwise be responsible for any violation by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject other liability or expense of any activities representing a violation such person, or alleged violation by or other liability or expense of any Environmental Law or any report to or action by a governmental authority pursuant to such person, arising out of any Environmental Law; and
(Bvi) has not had there are no other circumstances or conditions that are reasonably likely to give rise to liability of PEC or any release of its Subsidiaries under any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionEnvironmental Laws.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List"For purposes of this Agreement, the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or terms below shall have the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.following meanings:
Appears in 2 contracts
Sources: Merger Agreement (Patterson Energy Inc), Merger Agreement (Uti Energy Corp)
Environmental Matters. (a) The Realty Without limiting any other provision of this Agreement, each Party agrees to provide, or cause to be provided, at any time at or after the Separation Effective Time, as soon as reasonably practicable after written request therefor, reasonable access to any non-privileged information in the possession or under the control of its respective Group and reasonable access to its employees to the extent that (i) such information relates to, or such employees have relevant knowledge regarding, specific alleged Environmental Liabilities, including the requesting Party’s alleged or potential link to environmental contamination at an Off-Site Location or real property that was allegedly owned or operated by each Borrower Affiliate currently the Everest Group and any operating group, business unit, division, Subsidiary, line of business or in investment of Everest or any of its Subsidiaries (including, prior to the past (all of which Realty owned or operated by Separation Effective Time, any Borrower Affiliate as member of the date hereof Newco Group) prior to the Separation Effective Time; or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained such information relates to, or such employees have relevant knowledge regarding, the impact that any asbestos alleged Environmental Liability could have on the operations, activities or underground storage tanksliability exposure of the requesting Party; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report information and access to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, employees can be provided without significant disruption to the extent they relate to the period prior to the time the Realty in question was owned respective Group’s business or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionoperations.
(bi) The Borrower and each Insurance SubsidiaryNewco shall use commercially reasonable efforts to obtain any consents, transfers, assignments, assumptions, waivers, or other legal instruments necessary to cause Newco or the appropriate Subsidiary of Newco to be fully substituted for Everest or other member of the Everest Group with respect to: (i) have never sent a Hazardous Substance any order, decree, judgment, agreement or Legal Proceeding with respect to a site Newco Environmental Liabilities that is contaminated by any Hazardous Substance are in effect as of the Separation Effective Time; or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are Environmental Permits, financial assurance obligations or instruments, or other environmental approvals or filings associated with the Newco Assets. Newco shall inform the applicable Governmental Body about its assumption of the Environmental Liabilities associated with the matters covered by this Section 4.10(b) and request that the Governmental Bodies direct all communications, requirements, notifications and/or official letters related to such matters to Newco. Everest shall use its commercially reasonable efforts to provide necessary assistance or signatures to Newco to achieve the purposes of this Section 4.10(b).
(ii) Until such time as Newco and Everest complete the substitutions outlined in compliance in all material respects Section 4.10(b)(i) above, Newco shall comply with all applicable Environmental Laws in Laws, including all reporting obligations, and the terms and conditions of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority all orders, decrees, judgments, agreements, actions, Environmental Permits, financial assurances, obligations, instruments or other third party environmental approvals or filings that remain in Everest’s name relating to the Newco Assets and the Newco Environmental Liabilities.
(i) Everest shall use commercially reasonable efforts to obtain any consents, transfers, assignments, assumptions, waivers, or other legal instruments necessary to cause Everest or the appropriate Subsidiary of Everest to be fully substituted for Newco or other member of the Newco Group with respect to: (i) any order, decree, judgment, agreement or Legal Proceeding with respect to a release Everest Retained Environmental Liabilities that are in effect as of the Separation Effective Time; or threatened release (ii) Environmental Permits, financial assurance obligations or instruments, or other environmental approvals or filings associated with the Everest Retained Assets. Everest shall inform the applicable Governmental Body about its assumption of any Hazardous Substance the Environmental Liabilities associated with the matters covered by this Section 4.10(c) and request that the Governmental Bodies direct all communications, requirements, notifications and/or official letters related to such matters to Everest. Newco shall use its commercially reasonable efforts to provide necessary assistance or a violation signatures to Everest to achieve the purposes of this Section 4.10(c).
(ii) Until such time as Everest and Newco complete the substitutions outlined in Section 4.10(c)(i) above, Everest shall comply with all applicable Environmental Laws, including all reporting obligations, and the terms and conditions of all orders, decrees, judgments, agreements, actions, Environmental Permits, financial assurances, obligations, instruments or alleged violation of other environmental approvals or filings that remain in Newco’s name relating to the Everest Retained Assets and the Everest Retained Environmental Liabilities.
(d) For any Environmental LawLiability that is a Newco Environmental Liability or an Everest Retained Environmental Liability because the Liability Primarily Relates to the Newco Business or the Everest Retained Business, respectively, a determination shall be made in each case as to what percentage of the Liability should be attributed to the Newco Group and have the Everest Group, respectively. The determination of these shares shall be made on a fair and objective basis as is customary when allocating the specific liability at issue, including, but not received notice limited to, consideration of any claims from any person or entity relating the factors identified in the definition of “Primarily Relates.” The Parties shall work cooperatively to property damage or to personal 57 injuries from exposure establish the appropriate shares with respect to any Hazardous Substancesuch Liability; provided that the foregoing shall not limit any Party’s rights under this Agreement if the Parties cannot so agree. The allocation of shares between the Newco Group and the Everest Group shall be relevant in assessing the indemnification obligation of the Party as to which said Liability is not Primarily Related pursuant to Section 4.2 or Section 4.3, respectively.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Ecolab Inc.), Separation and Distribution Agreement (Apergy Corp)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate Except as of the date hereof or set forth on the Closing Date being listed in SCHEDULE 6.21)Exhibit 6.23, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain the Company is in compliance with all material environmental laws, regulations, permits and is not contaminated by any Hazardous Substanceorders applicable to it, and with all laws, regulations, permits and orders governing or relating to asbestos removal and abatement; (ii) does not contain and the Company has not previously contained transported, stored, treated or disposed, or allowed or arranged for any asbestos third parties to transport, store, treat or underground storage tanksdispose, of any Hazardous Substances or other waste to or at any location other than a site lawfully permitted to receive such Hazardous Substances or other waste for such purposes, or had performed, arranged for or allowed by any method or procedure such transportation, storage, treatment or disposal in contravention of any laws or regulations nor has the Company disposed of, or allowed or arranged for any third parties to dispose of, Hazardous Substances or other waste upon property owned or leased by it in contravention of any applicable laws or regulations; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) there has not had any release occurred since August 2003, nor is there presently occurring, a Release of any Hazardous Substance from, on, into or beneath the surface of any parcel of real property in which the Company has (or upon itwill have after giving effect to the transactions contemplated hereby) an ownership interest or any leasehold interest in contravention of any applicable laws or regulations; (iv) the Company has not since August 2003 transported or disposed of, or allowed or arranged for any third parties to transport or dispose of, any Hazardous Substance or other waste to or at a site which, pursuant to the U.S. comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), has been placed on the National Priorities List or its Washington equivalent; (v) since August 2003 the Company has not received notice and the Company has no knowledge of any facts which could give rise to any substantive notice, that the Company is a potentially responsible party for a federal or state environmental cleanup site or for corrective action under CERCLA or notice of any other Environmental Claim whether on site or off site; (vi) since August 2003 the Company has not undertaken (or been requested to undertake) any response or remedial actions or cleanup actions of any kind at the request of any federal, state or local governmental entity, or at the request of any other person or entity; and (Cvii) has never been the subject of an since August 2003 there are no laws, regulations, ordinances, licenses, permits or orders relating to environmental audit matters requiring any material work, repairs, construction or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, capital expenditures with respect to the extent they relate to the period prior to the time the Realty in question was owned assets or operated by a Borrower Affiliate, shall be limited to the knowledge properties of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionCompany.
(b) The Borrower and each Insurance SubsidiaryFor the purposes of this Agreement: (i) have never sent "Environmental Claim" shall mean any written demand, claim, governmental notice or threat of litigation or the actual institution of any action, suit or proceeding which asserts that an Environmental Condition constitutes a Hazardous Substance violation of any statute, ordinance, regulation, or other governmental requirement relating to a site that is contaminated by the emission, discharge, or Release of any Hazardous Substance into the environment or thatthe generation, pursuant to any Environmental Lawtreatment, (1) has been placed on the "National Priorities List"storage, the "CERCLIS" listtransportation, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs disposal of any such action at the siteHazardous Substance, prior to Closing Date in each case in contravention of any applicable laws or regulations; (ii) are "Environmental Condition" shall mean the presence on any real property during the period from the date such real property was first owned, leased or used by the Company as to which material originating at the Company was transported, to the Closing Date, in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit surface water, ground water, drinking water supply, land surface, subsurface strata or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release ambient air of any Hazardous Substance arising out of or a violation otherwise related to the operations or alleged violation other activities of the Company or of any Environmental Lawpredecessor of the Company, conducted or undertaken prior to the Closing Date, and have not received notice in each case in contravention of any claims from any person applicable laws or entity relating to property damage or to personal 57 injuries from exposure to any regulations; (iii) "Hazardous Substance" shall mean any substance defined in the manner set forth in Section 101(14) of the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, as applicable on the Closing Date, and shall include any additional substances designated under Section 102(a) thereof prior to the Closing Date; and (iv) "Release" shall mean releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment in each case in contravention of any applicable laws or regulations.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Lounsberry Holdings Ii Inc), Stock Purchase Agreement (Techprecision Corp)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or Business and operations of VCP are and have been in the past (compliance with all of which Realty owned or operated by any Borrower Affiliate Environmental Laws in effect as of the date hereof and will be maintained to the Closing Date, and no condition exists or event has occurred which, with or without notice or the passage of time or both, would constitute a violation of or give rise to any lien or encumbrance under any Environmental Law;
(b) VCP is, and Newco on the Closing Date being listed will be, in SCHEDULE 6.21possession of all permits, licenses, approvals, consents or other authorizations required by or pursuant to any applicable Environmental Law (each, an “Environmental Permit”) required for the conduct or operation of the Business (or any part thereof), as it currently conducts, and is in full compliance with all of the requirements and limitations included in such Environmental Permits;
(c) VCP has not used, released or stored and VCP and Newco will not use or store until the Closing Date, any substance or pollutant, contaminant, toxic or hazardous materials, whether material or energy, in the atmosphere, water or land, or in any other way in, on, or at any of the properties or facilities of VCP or Newco except in accordance with all applicable Environmental Laws and Environmental Permits;
(d) The Owned Real Estate, including without limitation the improvements thereon buildings of the Business and the soil and groundwater thereunder: (i) does Business Assets do not contain and is not contaminated by any Hazardous Substance; substance or pollutant, contaminant, toxic or hazardous materials or energy that would constitute a violation of or give rise to any lien or encumbrance or clean-up obligation under any Environmental Law;
(iie) does not contain and VCP has not previously contained received any asbestos or underground storage tanks; and (iii) (A) has never been written notice from any Governmental Authority that any aspect of the subject of any activities representing a violation or alleged Business is in violation of any Environmental Law or Environmental Permit, or that it is responsible (or potentially responsible) for the cleanup or remediation of any report substance at any location;
(f) VCP is not the subject of any litigation or proceedings in any forum, judicial or administrative, involving a demand for damages, injunctive relief, penalties, or other potential liability with respect to violations of any Environmental Law;
(g) VCP has timely filed all reports and notifications required to be filed with respect to all of its properties and facilities and has generated and maintained all required records and data under all applicable Environmental Laws; and
(h) no condition has existed or action event has occurred with respect to any property that was at any time owned by a governmental authority VCP or any predecessor thereto, which property has been sold, transferred or disposed for which any lease has terminated, that could, with or without notice, passage of time or both, give rise to any present or future liability of VCP or Newco pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.
Appears in 2 contracts
Sources: Joint Venture Agreement (Fibria Celulose S.A.), Joint Venture Agreement (Votorantim Pulp & Paper Inc)
Environmental Matters. (a) The Realty owned Except as set forth on Schedule 3.17 or operated by each Borrower Affiliate currently except as could not, individually or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed aggregate, reasonably be expected to result in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereundera Material Adverse Effect: DOCPROPERTY DOCXDOCID DMS=IManage Format=<<NUM>>_<<VER>> \* MERGEFORMAT 165714159_1
(i) does not contain The facilities and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos properties owned or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned currently leased or operated by a Borrower AffiliateCompany (the “Properties”) are in compliance with, shall and the Companies have no liability under, any applicable Environmental Law;
(ii) The Companies have obtained all Environmental Permits required for the conduct of their businesses and the operation of their Properties under Environmental Law and all such Environmental Permits are valid and in good standing;
(iii) There has been no Release or threatened Release of Hazardous Material on, at, under or from any of the Properties of a Company that could reasonably be limited expected to result in liability of the Companies under any applicable Environmental Law;
(iv) There is no Environmental Claim pending or, to the knowledge of the Borrower Affiliates. With Companies, threatened in writing against the Companies, or relating to any of their Properties;
(v) No person with an indemnity or contribution obligation to the Companies relating to compliance with or liability under Environmental Law is in default with respect to such obligation;
(vi) No Company is obligated to perform any action or otherwise incur any material expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Company is conducting or financing any Response pursuant to any Environmental Law with respect to any Realty owned Property of such Company;
(vii) No Property of the Companies and, to the knowledge of the Companies, no property formerly owned, operated or operated leased by the Companies or any of their predecessors in interest is (A) listed or formally proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (B) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (C) included on any similar list maintained by any Borrower Affiliate in Governmental Authority including any such list relating to releases of petroleum; and
(viii) No Environmental Lien has been recorded or, to the pastknowledge of any Company, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed threatened under any Environmental Law with respect to apply as any Properties of the last date that such Borrower Affiliate owned or operated the property in questionCompanies.
(b) The Borrower representations and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on warranties contained in this Section 3.17 are the "National Priorities List", sole and exclusive representations and warranties of the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party Companies with respect to a release or threatened release of any Environmental Laws and Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceMaterials.
Appears in 2 contracts
Sources: Credit Agreement (Loar Holdings Inc.), Credit Agreement (Loar Holdings Inc.)
Environmental Matters. Except for such matters that, individually or in the aggregate, have not had or caused and would not reasonably be expected to have or cause an Internet America Material Adverse Effect:
(a) The Realty owned or operated by Internet America and each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain Internet America Subsidiary has been and is not contaminated by in compliance with all applicable Environmental, Health and Safety Laws and possesses and is in compliance with any Hazardous Substance; (ii) does not contain permits or licenses required under Environmental, Health and has not previously contained any asbestos Safety Laws. To the Knowledge of Internet America, there are no past or underground storage tanks; and (iii) (A) has never been present facts, conditions or circumstances that interfere with or preclude, or could interfere with or preclude if known to a Governmental Authority, the subject conduct of any activities representing a violation of their respective businesses as now conducted or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance fromwhich interfere with continued compliance with applicable Environmental, on, in or upon it; Health and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.Safety Laws;
(b) The Borrower No proceedings or investigations of any Governmental Authority are pending or, to the Knowledge of Internet America, threatened against Internet America or the Internet America Subsidiaries that allege the violation of or seek to impose liability pursuant to any Environmental, Health and each Insurance Safety Laws, and, to the Knowledge of Internet America, there are no past or present facts, conditions or circumstances at, on or arising out of, or otherwise associated with, any current (or, to the Knowledge of any of the Internet America Companies, former) businesses, assets or properties of Internet America or any Internet America Subsidiary: , which constitute a material violation of Environmental, Health and Safety Laws or are reasonably likely to give rise to (i) have never sent a Hazardous Substance costs, expenses, liabilities or obligations for any cleanup, remediation, disposal or corrective action under any Environmental, Health and Safety Laws, (ii) Claims arising for personal injury, property damage or damage to a site that is contaminated by natural resources, or (iii) fines, penalties or injunctive relief; and
(c) Neither Internet America nor any Hazardous Substance of the Internet America Subsidiaries has (i) received any written notice of noncompliance with, violation of, or thatliability or potential liability under any Environmental, Health and Safety Laws or (ii) entered into or become subject to any consent decree, Order or agreement with any Governmental Authority or other Persons pursuant to any Environmental LawEnvironmental, (1) has been placed on Health and Safety Laws or relating to the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release cleanup of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceMaterials.
Appears in 2 contracts
Sources: Merger Agreement (KeyOn Communications Holdings Inc.), Merger Agreement (Internet America Inc)
Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect or as otherwise set forth on Schedule 4.14:
(a) The Realty owned neither Holdings nor any of its Subsidiaries nor any of their respective past or operated by each Borrower Affiliate currently present Facilities or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the operations are subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had outstanding written order, consent decree or settlement agreement with any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant Person relating to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" listany Environmental Claim, or any similar state Hazardous Materials Activity;
(b) neither Holdings nor any of its Subsidiaries (i) has, or federal listhas received or is aware of, any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or applicable Environmental Laws (including Governmental Authorizations required by Environmental Laws) with regard to any past or present Facilities or operations, (ii) has knowledge or reason to believe that any such notice will be received or is being threatened, (iii) is or has been reason within the last five years in non-compliance with Environmental Laws, including any and all Governmental Authorizations required by Environmental Laws, or (2iv) is subject to has assumed any liability of any other Person under applicable Environmental Laws;
(c) neither Holdings nor any of its Subsidiaries has either been notified in writing by a Governmental Agency or by any other Person that it may be a potentially responsible party or received any letter or request for information under Section 104 of the source of a claimComprehensive Environmental Response, an administrative order or other request to take "removal"Compensation, "remedial", "corrective" and Liability Act (42 U.S.C. Section 9604) or any other "response" actioncomparable state law;
(d) there are and, as defined in any Environmental Lawto each of Holdings' and its Subsidiaries' knowledge, have been, no facts, circumstances, conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to pay for (i) form the costs basis of an Environmental Claim against Holdings or any such action at the siteof its Subsidiaries; (ii) are in compliance in all material respects with all cause any Facility to become subject to any Lien, restriction on ownership, occupancy, use or transferability under any Environmental Laws in all of their activities and operationsLaw; and or (iii) are not involved require any Facility to be upgraded or modified in order to remain in compliance with current and reasonably foreseeable future requirements under Environmental Law;
(e) neither Holdings nor any suit of its Subsidiaries nor, to any Credit Party's knowledge, any predecessor of Holdings or proceeding and have not received any of its Subsidiaries, has filed any notice under any Environmental Law indicating past or request for information from present treatment of Hazardous Materials at any governmental authority Facility, and none of Holdings' or other third party any of its Subsidiaries' operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent ;
(f) no event or condition has occurred or is occurring with respect to a release Holdings or threatened release any of its Subsidiaries relating to any Release of Hazardous Materials, or any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceMaterials Activity.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Stanadyne Corp), Revolving Credit and Guaranty Agreement (Stanadyne Corp)
Environmental Matters. Except as disclosed on Schedule 4.12: (a) The Realty owned or operated by except as would not reasonably be expected to have a Material Adverse Effect, each Borrower Affiliate currently or Company and Facility is, and since February 19, 2002, at all times has been in compliance with all applicable Environmental Laws, which compliance includes obtaining and complying with all Permits required under Environmental Laws for the past (all of which Realty owned or operated by any Borrower Affiliate as ownership and operation of the date hereof or on the Closing Date Facilities as they are currently being listed in SCHEDULE 6.21)operated, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) neither Company has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice written notice, demand or request for information from any governmental authority Governmental Authority or other third party with respect to a release Person indicating that it or threatened release any of any Hazardous Substance the Facilities currently is, or a violation or alleged may be, in violation of any Environmental Law, and (c) except as would not reasonably be expected to have not received notice a Material Adverse Effect, there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or, to Seller’s Knowledge, threatened against either Company relating to any violation, or alleged violation, of, or liability under, any Environmental Law, (d) to Seller’s Knowledge, neither Company has disposed of, released or transported, or arranged for the disposal, release, or transportation of, any Hazardous Substance in violation of any claims from applicable Environmental Law, or so as to give rise to any person liability under Environmental Law and none of the Facilities is contaminated with any Hazardous Substance so as to give rise to any material liabilities under any Environmental Law, (e) neither Company is subject to any liabilities or entity expenditures (fixed or contingent) relating to property damage any suit, settlement, court order, administrative order, regulatory requirement, judgment or claim asserted or arising under any Environmental Law, (f) except as would not reasonably be expected to personal 57 injuries from exposure have a Material Adverse Effect, neither Company has assumed in writing or undertaken by operation of law any liability of any other Person relating to Environmental Law, and (g) Seller has provided to Buyer copies of all material environmental reports, audits and assessments prepared since February 19, 2002, and any Hazardous Substanceother material environmental documents (in each instance, relevant to the Companies or the Facilities), to the extent the forgoing are in the possession, custody, or reasonable control of the Seller or the Companies. Notwithstanding any other provision of this Agreement to the contrary, this section contains the sole and exclusive representations and warranties of Seller with regard to environmental matters.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (US Power Generating CO), Purchase and Sale Agreement (Reliant Energy Inc)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or Except as set forth in the past (all of which Realty owned Current SEC Reports or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: otherwise could not reasonably be expected to have a Material Adverse Effect:
(i) does The properties of the Credit Parties and their Subsidiaries (including soils, surface waters, groundwaters on, at or under such properties) do not contain and is are not contaminated by otherwise affected by, and to the Credit Parties' knowledge have not previously contained or been affected by, any Hazardous Substance; Materials in amounts or concentrations which (A) constitute or constituted a violation of applicable Environmental Laws or (B) could give rise to liability or obligation under applicable Environmental Laws;
(ii) does not contain The properties of the Credit Parties and has not previously contained any asbestos their Subsidiaries and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws, and there are no Hazardous Materials at, under or underground storage tanks; and about such properties or such operations which could reasonably be expected to interfere with the continued operation of such properties;
(iii) The Credit Parties and their Subsidiaries have obtained, are in compliance with, and have made all appropriate filings for
(Aiv) Neither any of the Credit Parties nor any Subsidiary thereof has never received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws, nor do the Credit Parties have knowledge or reason to believe that any such notice will be received or is being threatened;
(v) To the knowledge of the Credit Parties, Hazardous Materials have not been transported or disposed of from the subject properties of any activities representing a violation or alleged violation of any Environmental Law the Credit Parties or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, their Subsidiaries in or upon it; and (C) has never been the subject of an environmental audit or assessmentviolation of, or remedial action for an environmental problem; providedin a manner or to a location which could reasonably be expected to give rise to liability under, howeverEnvironmental Laws, that the foregoing representationsnor, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect Credit Parties, have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner which could reasonably be expected to give rise to liability under, any Realty owned Environmental Laws;
(vi) No judicial proceedings or operated by any Borrower Affiliate in governmental or administrative action is pending, or, to the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as knowledge of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or thatCredit Parties, pursuant to threatened, under any Environmental Law, (1) Law to which any of the Credit Parties or any Subsidiary thereof has been placed on the "National Priorities List"or will be named as a party, the "CERCLIS" listnor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or any similar state other administrative or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in judicial requirements outstanding under any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party Law with respect to a release the properties or threatened release operations of the Credit Parties and their Subsidiaries; and
(vii) To the knowledge of the Credit Parties, there has been no release, or threat of release, of Hazardous Materials at or from the properties of the Credit Parties or any Hazardous Substance or a violation or alleged of their Subsidiaries, in violation of any or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceLaws.
Appears in 2 contracts
Sources: Credit Agreement (Wausau Mosinee Paper Mills Corp), Credit Agreement (Wausau Mosinee Paper Mills Corp)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as Each of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon Company and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and Subsidiaries has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been obtained all Licenses which are required under applicable Environmental Laws in connection with the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge conduct of the Borrower Affiliates. With respect to any Realty owned business or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as operations of the last date that Company or such Borrower Affiliate owned or operated the property Subsidiary. Each of such Licenses is in question.
(b) The Borrower full force and effect and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that of the Company and the Subsidiaries is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with the terms and conditions of all such Licenses and with any applicable Environmental Law. In addition, except as set forth in SECTION 2.24 OF THE DISCLOSURE SCHEDULE (with paragraph references corresponding to those set forth below):
(a) No Order has been issued, no Environmental Claim has been filed, no penalty has been assessed and no investigation or review is pending or, to the Knowledge of Love, threatened by any Governmental or Regulatory Authority with respect to any alleged failure by the Company or any Subsidiary to have any License required under applicable Environmental Laws in all connection with the conduct of their activities the business or operations of the Company or any of the Subsidiaries or with respect to any generation, treatment, storage, recycling, transportation, discharge, disposal or Release of any Hazardous Material generated by the Company or any Subsidiary, and operationsto the Knowledge of Love, there are no facts or circumstances in existence which could reasonably be expected to form the basis for any such Order, Environmental Claim, penalty or investigation.
(b) Neither the Company nor any Subsidiary owns, operates or leases a treatment, storage or disposal facility requiring a permit under the Resource Conservation and Recovery Act, as amended, or under any other comparable state or local Law; and and, without limiting the foregoing, (i) no polychlorinated biphenyl is or has been present, (ii) no asbestos or asbestos-containing material is or has been present, (iii) there are not involved no underground storage tanks or surface impoundments for Hazardous Materials, active or abandoned, and (iv) no Hazardous Material has been Released in a quantity reportable under, or in violation of, any suit Environmental Law or proceeding otherwise Released, in the cases of clauses (i) through (iv), at, on or under any site or facility now or previously owned, operated or leased by the Company or any Subsidiary.
(c) Neither the Company nor any Subsidiary has transported or arranged for the transportation of any Hazardous Material to any location that is (i) listed on the NPL under CERCLA, (ii) listed for possible inclusion on the NPL by the Environmental Protection Agency in CERCLIS or on any similar state or local list or (iii) the subject of enforcement actions by federal, state or local Governmental or Regulatory Authorities that may lead to Environmental Claims against the Company or any Subsidiary.
(d) No Hazardous Material generated by the Company or any Subsidiary has been recycled, treated, stored, disposed of or Released by the Company or any Subsidiary at any location.
(e) No oral or written notification of a Release of a Hazardous Material has been filed by or on behalf of the Company or any Subsidiary and, to the Knowledge of Love, no site or facility now or previously owned, operated or leased by the Company or any Subsidiary is listed or proposed for listing on the NPL, CERCLIS or any similar state or local list of sites requiring investigation or clean-up.
(f) No Liens have arisen under or pursuant to any Environmental Law on any site or facility owned, operated or leased by the Company or any Subsidiary, and have not received no federal, state or local Governmental or Regulatory Authority action has been taken or, to the Knowledge of Love, is in process that could subject any such site or facility to such Liens, and neither the Company nor any Subsidiary would be required to place any notice or request for information from restriction relating to the presence of Hazardous Materials at any governmental authority site or facility owned by it in any deed to the real property on which such site or facility is located.
(g) Except as disclosed in SECTION 2.24(g) OF THE DISCLOSURE SCHEDULE, there have been no environmental investigations, studies, audits, tests, reviews or other third party with respect analyses conducted by, or that are in the possession of, Love, the Company or any Subsidiary in relation to a release any site or threatened release of facility now or previously owned, operated or leased by the Company or any Hazardous Substance or a violation or alleged violation of any Environmental Law, and Subsidiary which have not received notice been delivered to Purchaser prior to the execution of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancethis Agreement.
Appears in 2 contracts
Sources: Investment Agreement (PDT Inc /De/), Option to Purchase (PDT Inc /De/)
Environmental Matters. (a) The Realty Company and its Subsidiaries are, and have been, in material compliance with all applicable environmental laws and with all rules, regulations, standards and requirements of the United States Environmental Protection Agency (the "EPA") and of state and local agencies with jurisdiction over pollution or protection of the environment.
(b) There is no suit, claim, action or proceeding pending or, to the best knowledge of the Company, threatened, before any Governmental Entity or other forum in which the Company or any of its Subsidiaries have been or, with respect to threatened proceedings, may be named as a defendant, responsible party or potentially responsible party (i) for alleged noncompliance (including by any predecessor), with any environmental law, rule, regulation, standard or requirement or (ii) relating to the release into or presence in the Environment (as hereinafter defined) of any Hazardous Materials (as hereinafter defined) or Oil (as hereinafter defined) whether or not occurring at or on a site owned, leased or operated by the Company or any of its Subsidiaries.
(c) Neither the Company nor any of its Subsidiaries has received any notice regarding a matter on which a suit, claim, action or proceeding as described in subsection (b) of this Section 3.16 could reasonably be based. No facts or circumstances have come to the Company's attention which have caused either to believe that a material suit, claim, action or proceeding as described in subsection (b) of this Section 3.16 could reasonably be expected to occur.
(d) Except as set forth in the Environmental Site Assessment Reports described in Schedule 3.16(d) hereto, during the period of the ownership or operation by the Company or any of its Subsidiaries of any of their respective current properties, there has been no release or presence in the Environment of Hazardous Material or Oil in, on, under or affecting such property. To the best knowledge of the Company, prior to the period of the ownership or operation by the Company or any of its Subsidiaries of any of their respective current properties or any previously owned or operated by each Borrower Affiliate currently properties, there was no release or presence in the past Environment of Hazardous Material or Oil in, on, under or affecting any such property.
(all e) The following definitions apply for purposes of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunderthis Agreement: (i) does not contain "Hazardous Material" means any pollutant, contaminant, or hazardous substance or hazardous material as defined in or pursuant to the Comprehensive Environmental Response, Compensation and is not contaminated by Liability Act, 42 U.S.C. Section 9601 et seq., or any Hazardous Substanceother federal, state or local environmental law, regulation or requirement; (ii) does not contain and has not previously contained "Oil" means oil or petroleum of any asbestos kind or underground storage tanksorigin or in any form, as defined in or pursuant to the Federal Clean Water Act, 33 U.S.C. Section 1251 et seq., or any other federal, state or local environmental law, regulation or requirement; and (iii) (A) has never been the subject of "Environment" means any activities representing a violation soil, surface waters, groundwaters, stream sediments, surface or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance fromsubsurface strata, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower ambient air and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substanceenvironmental medium.
Appears in 2 contracts
Sources: Merger Agreement (Fresh Juice Co Inc), Merger Agreement (Fresh Juice Co Inc)
Environmental Matters. Each of the following representations and warranties is true and correct on and as of the Agreement Effective Date except to the extent that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:
(a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to To the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower AffiliateBorrower, the representations set forth above in this SECTION 6.21 shall be deemed to apply as Projects of the last date that such Borrower Affiliate owned and its Subsidiaries do not contain any Materials of Environmental Concern in amounts or operated concentrations which constitute a violation of, or could reasonably give rise to liability of the property in questionBorrower or any Subsidiary under, Environmental Laws.
(b) The Borrower and each Insurance Subsidiary: To the knowledge of the Borrower, (i) the Projects of the Borrower and its Subsidiaries and all operations at the Projects are in compliance with all applicable Environmental Laws, and (ii) with respect to all Projects owned by the Borrower and/or its Subsidiaries (x) for at least two (2) years, have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on in the "National Priorities List", the "CERCLIS" list, or any similar state or federal listlast two years, or (y) for less than two (2) is subject to or the source years, have for such period of a claimownership, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are been in compliance in all material respects with all applicable Environmental Laws.
(c) Neither the Borrower nor any of its Subsidiaries has received any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws in all with regard to any of their activities and operations; and the Projects, nor does the Borrower have knowledge or reason to believe based on known facts that any such notice will be received or is being threatened.
(iiid) are not involved in any suit or proceeding and To the knowledge of the Borrower, Materials of Environmental Concern have not received been transported or disposed of from the Projects of the Borrower and its Subsidiaries in violation of, or in a manner or to a location which could reasonably give rise to liability of the Borrower or any notice Subsidiary under, Environmental Laws, nor have any Materials of Environmental Concern been generated, treated, stored or request for information from disposed of at, on or under any of the Projects of the Borrower and its Subsidiaries in violation of, or in a manner that could give rise to liability of the Borrower or any Subsidiary under, any applicable Environmental Laws.
(e) No judicial proceedings or governmental authority or other third administrative action is pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any of its Subsidiaries is or, to the Borrower’s knowledge, will be named as a party with respect to a release the Projects of the Borrower and its Subsidiaries, nor are there any consent decrees or threatened release other decrees, consent orders, administrative order or other orders, or other administrative of judicial requirements outstanding under any Hazardous Substance Environmental Law with respect to the Projects of the Borrower and its Subsidiaries.
(f) To the knowledge of the Borrower, there has been no Release or a violation threat of Release at or alleged from the Projects of the Borrower and its Subsidiaries, or arising from or related to the operations of the Borrower and its Subsidiaries in connection with the Projects in violation of any or in amounts or in a manner that could give rise to liability under Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceLaws.
Appears in 2 contracts
Sources: Credit Agreement (RPT Realty), Credit Agreement (Ramco Gershenson Properties Trust)
Environmental Matters. The representations and warranties contained in this Section 3.16 are the sole and exclusive representations and warranties of Seller pertaining or relating to any environmental, health or safety matters, including any arising under any Environmental Laws.
(a) The Realty owned or operated by each Borrower Affiliate currently or in operations of the Business are, and to the Knowledge of Seller, have during the past five (5) years been, in compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining and complying with any Material Permits required under all applicable Environmental Laws necessary to operate its business (“Environmental Permits”) except where any non-compliance would not be material to the Business or would not result in a material Liability for Buyer.
(b) Seller is not subject to any pending, or to the Knowledge of which Realty owned or operated by any Borrower Affiliate as Seller, threatened claim alleging, with respect to the operations of the date hereof or on the Closing Date being listed Business, that Seller may be in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to Environmental Permit or action by a governmental authority pursuant to may have any Liability under any Environmental Law; (B) has , except as would not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, be material to the extent they relate to the period prior to the time the Realty Business or would not result in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionmaterial Liability for Buyer.
(bc) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance To the Knowledge of Seller, there are no pending or threatened investigations involving the Business or the Owned Real Property or IDB-Leased Real Property under Environmental Laws, which would reasonably be expected to a site that is contaminated by result in Seller incurring any Hazardous Substance or that, Liability pursuant to any Environmental Law, except as would not be material to the Business or would not result in a material Liability for Buyer.
(1d) has To the Knowledge of Seller, no Hazardous Substances generated in the operations of the Business have been placed sent, transferred, transported to, treated, stored, or disposed of at any property that requires investigation or clean-up, including any site listed or proposed for listing on the "National Priorities List"Priority List promulgated pursuant to CERCLA or to any site listed on any state list of sites requiring or recommended for investigation or clean-up.
(e) Seller has made available to Buyer copies of all material written and final reports, studies, audits, and site assessments in its possession provided or produced since January 1, 2012 reflecting the environmental conditions of the soil, surface water and groundwater underlying the Owned Real Property and the IDB-Leased Real Property and any unresolved notices of noncompliance with Environmental Laws, to the extent in its possession, custody or control or previously issued to Seller relating to the Business or Purchased Assets.
(f) To the Knowledge of Seller, there are no existing conditions in, on, under, at, or migrating from the Owned Real Property, the "CERCLIS" listIDB-Leased Real Property, or any similar state property in the vicinity of the Owned Real Property or federal listthe IDB-Leased Real Property relating to or resulting from the presence, migration, or (2) is subject to Release of Hazardous Substances on or from the Owned Real Property or the source of a claimIDB-Leased Real Property on or prior to the Closing Date at concentrations in soil, an administrative order groundwater or other request environmental media such that the failure to take "removal", "remedial", "corrective" remove or any other "response" action, as defined in any remediate such conditions would constitute a violation of or non-compliance with Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.
Appears in 2 contracts
Sources: Asset Purchase Agreement (BOISE CASCADE Co), Asset Purchase Agreement (BOISE CASCADE Co)
Environmental Matters. (a) The Realty owned Except for any violation, liability or operated by each Borrower Affiliate currently noncompliance which does not have a material adverse effect on ▇▇▇▇▇▇ Chartered or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder▇▇▇▇▇▇ Chartered Subsidiary: (i) does not contain and neither ▇▇▇▇▇▇ Chartered nor any ▇▇▇▇▇▇ Chartered Subsidiary has violated during the last five years or is not contaminated by in violation of or is liable under any Hazardous Substancefederal, state or local environmental law; (ii) does not contain none of the properties owned or leased by either ▇▇▇▇▇▇ Chartered or any ▇▇▇▇▇▇ Chartered Subsidiary (including, without limitation, soils and has not previously contained surface and ground waters) are contaminated with any asbestos or underground storage tankshazardous substance; (iii) neither ▇▇▇▇▇▇ Chartered nor any ▇▇▇▇▇▇ Chartered Subsidiary is liable for any off-site contamination; and (iiiiv) (A) each of ▇▇▇▇▇▇ Chartered and the ▇▇▇▇▇▇ Chartered Subsidiaries is, and during the last five years has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, onbeen, in or upon it; compliance with, all of its respective permits, licenses and (C) has never been the subject of an other authorizations issued under any environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge laws. For purposes of the Borrower Affiliates. With respect foregoing, all references to "properties" include, without limitation, any Realty owned real property or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionleased real property.
(b) The Borrower Neither ▇▇▇▇▇▇ Chartered nor any ▇▇▇▇▇▇ Chartered Subsidiary has received any written notice of any legal, administrative, arbitral or other proceeding, claim or action and, to the knowledge of ▇▇▇▇▇▇ Chartered and the ▇▇▇▇▇▇ Chartered Subsidiaries, there is no governmental investigation of any nature ongoing, in each Insurance Subsidiary: (i) have never sent a Hazardous Substance case that could reasonably be expected to a site that is contaminated by any Hazardous Substance or thatresult in the imposition, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, ▇▇▇▇▇▇ Chartered or any similar ▇▇▇▇▇▇ Chartered Subsidiary of any liability arising under any local, state or federal listenvironmental statute, regulation or (2) ordinance including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, which liability would have a material adverse effect on ▇▇▇▇▇▇ Chartered or any ▇▇▇▇▇▇ Chartered Subsidiary; to the best knowledge of ▇▇▇▇▇▇ Chartered and the ▇▇▇▇▇▇ Chartered Subsidiaries, there are no facts or circumstances which could reasonably be expected to form the basis for any such proceeding, claim, action or governmental investigation that would impose any such liability; and neither ▇▇▇▇▇▇ Chartered nor any ▇▇▇▇▇▇ Chartered Subsidiary is subject to any agreement, order, judgment, decree or the source of a claimmemorandum by or with any court, an administrative order governmental authority, regulatory agency or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of third party imposing any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substanceliability.
Appears in 2 contracts
Sources: Reorganization Agreement (Progressive Bank Inc), Reorganization Agreement (Hudson Chartered Bancorp Inc)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently Except as to matters which would not be expected to result, individually or in the past (all of which Realty owned aggregate, in a Material Adverse Effect on Sync, or operated by any Borrower Affiliate as set forth in Section 4.16 of the date hereof Disclosure Schedule, (i) neither Sync nor any of its Subsidiaries has received any notice alleging the material violation of, or any material actual or potential liability relating to, any applicable Environmental Laws which violation has not been resolved and, to the best knowledge of Sync, no such notice is threatened or otherwise expected, (ii) to the best knowledge of Sync, Sync and each of its Subsidiaries is and has been in material compliance with all applicable Environmental Laws and, to the best knowledge of Sync, there is no condition that could prevent or materially interfere with such compliance in the future, (iii) Sync and each of its Subsidiaries has obtained and is and has been in material compliance with all required governmental environmental permits, registrations and authorizations with respect to the business of Sync and each of its Subsidiaries as currently conducted, (iv) to the best knowledge of Sync, no Hazardous Material has been transported, stored, treated, arranged to be disposed of or disposed of by Sync or any of its Subsidiaries on or from the Closing Date being listed real estate owned, operated or otherwise used by Sync or any of its Subsidiaries or at any other location, except in SCHEDULE 6.21)compliance with or as otherwise would not result in material liability under any applicable Environmental Laws, (v) except for successor liability as owner of real property, neither Sync nor any of its Subsidiaries has assumed, contractually or by operation of law, any liabilities, potential liabilities or obligations of any other person or entity under any applicable Environmental Laws, (vi) neither Sync nor any of its Subsidiaries has entered into, agreed to, or is subject to any judgment, decree, order or other similar requirement of any governmental authority under any Environmental Laws, (vii) to the best knowledge of Sync, there are no (w) underground or aboveground storage tanks, (x) surface impoundments, (y) landfills or (z) sewer or septic systems currently or formerly present at or about any of the properties or facilities currently or, to the best knowledge of Sync, formerly owned, operated or otherwise used by Sync or any of its Subsidiaries that could result in material liability to Sync or any such Subsidiary under any applicable Environmental Laws, and (viii) to the best knowledge of Sync, there are no actions, activities, events, conditions or circumstances occurring or existing, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by release, threatened release, emission, discharge, generation, treatment, storage or disposal of Hazardous Materials, that can reasonably expected to result in any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos material liability or underground storage tanks; and (iii) (A) has never been the subject obligation of any activities representing a violation or alleged violation of any Environmental Law Sync or any report to of its Subsidiaries under or action by a governmental authority pursuant relating to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionLaws.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.
Appears in 2 contracts
Sources: Merger Agreement (Sync Research Inc), Agreement and Plan of Merger (Sync Research Inc)
Environmental Matters. (aA) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate Except as of the date hereof or disclosed on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: Schedule 6.18 to this Agreement
(i) does not contain the operations of the Borrowers and is not contaminated by any Hazardous Substance; their respective Subsidiaries comply in all material respects with Environmental, Health or Safety Requirements of Law;
(ii) does not contain the Borrowers and has not previously contained any asbestos their respective Subsidiaries have all material permits, licenses or underground storage tanks; other authorizations required under Environmental, Health or Safety Requirements of Law and are in material compliance with such permits;
(iii) to the best of the Borrowers' or any of their respective Subsidiaries' knowledge, neither the Borrowers, any of their respective Subsidiaries nor any of their respective present property or operations, or, any of their respective past property or operations, are subject to or the subject of, any investigation known to the Borrowers or any of their respective Subsidiaries, any judicial or administrative proceeding, order, judgment, decree, settlement or other agreement respecting: (A) has never been the subject of any activities representing a violation or alleged material violation of any Environmental Law Environmental, Health or any report to or action by a governmental authority pursuant to any Environmental Safety Requirements of Law; (B) has not had any release of any Hazardous Substance from, on, in material remedial action; or upon it; and (C) any material claims or liabilities arising from the Release or threatened Release of a Contaminant into the environment;
(iv) to the best of the Borrowers' or any of their respective Subsidiaries' knowledge there is not now, nor has never there ever been on or in the subject property of an environmental audit the Borrowers or assessmentany of their respective Subsidiaries any landfill, waste pile, underground storage tanks, aboveground storage tanks, surface impoundment or hazardous waste storage facility of any kind, any polychlorinated biphenyls (PCBs) used in hydraulic oils, electric transformers or other equipment, or remedial action any asbestos containing material which in any such case could reasonably be expected to result in material liability for an environmental problemthe Borrowers or any of their respective Subsidiaries; provided, however, that and
(v) neither the foregoing representations, to Borrowers nor any of their respective Subsidiaries has any material Contingent Obligation in connection with any Release or threatened Release of a Contaminant into the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionenvironment.
(bB) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance For purposes of this Section 6.18 "material" means any noncompliance or basis for liability which could reasonably be likely to a site that subject the Borrowers or their respective Subsidiaries to liability which, in the aggregate, is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source in excess of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance$1,000,000.
Appears in 2 contracts
Sources: Credit Agreement (Marsh Supermarkets Inc), Credit Agreement (Marsh Supermarkets Inc)
Environmental Matters. Except as disclosed on Schedule 3.16, with respect to the Acquired Assets and the Business:
(a) The Realty owned Sellers, the Acquired Assets and the Business are in material compliance with all Environmental Laws;
(b) there is no claim, action, suit, complaint or operated by each Borrower Affiliate currently or in legal proceeding pending or, to the Knowledge of Parent and Sellers, threatened against Sellers, and neither Parent nor Sellers have received during the past (all of which Realty owned or operated twelve months any other written notice, by any Borrower Affiliate as of the date hereof Person alleging a material violation of, or on the Closing Date being listed in SCHEDULE 6.21)material liability under, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law on the part of Sellers, the Acquired Assets or the Business;
(c) Neither Parent nor Sellers have not entered into any report to consent order or action by a governmental authority pursuant to other similar agreement with any Governmental Entity that imposes any material obligations on Sellers, Parent, the Acquired Assets or the Business under any Environmental Law; ;
(Bd) Sellers have furnished or made available to Purchaser all material environmental reports and other materials and environmental documents relating to the Acquired Assets and the Business that are in Sellers’ or Parent’s possession or under its reasonable control;
(e) except in compliance with applicable Environmental Laws, no portion of the Real Property is being used, has not had been used by any release Seller or Parent, or, to Knowledge of Parent and Sellers has been used by any other person, entity or organization for the purpose of or in any way involving the manufacture, processing, use, generation, release, discharge, spilling, emission, dumping, disposal, storage, treatment, processing or other handling of Hazardous Substance fromMaterials at, on, under or from the Real Property;
(f) there are no conditions existing at the Real Property that has resulted in, or which with the giving of notice or the passage of time or both, could reasonably be expected to result in any liability or obligation, arising under Environmental Laws, of the Sellers or Parent;
(g) Sellers, the Acquired Assets and the Business have all material permits, licenses, authorizations and approvals necessary for the conduct of its business and operations on, in or upon it; at the Real Property which are required under applicable Environmental Laws (collectively, the “Environmental Permits”). Sellers, the Acquired Assets and the Business are in material compliance with the terms and conditions of all such Environmental Permits;
(Ch) has never been the subject execution, delivery and performance of an environmental audit this Agreement and the other transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, cleanup obligations pursuant to the extent they relate to the period prior to the time the Realty in question was owned any requirement of any Governmental Entity or operated by a Borrower Affiliateany other Environmental Law, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the pastincluding, but not currently owned or operated by such Borrower Affiliatewithout limitation, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of New Jersey Industrial Site Recovery Act (N.J.S.A. §§ 13:1L-6 et seq.) and the last date that such Borrower Affiliate owned or operated Connecticut Real Property Transfer Act, C.G.S.A. 22a-134 et seq. (the property in question.“Connecticut Transfer Act”); and
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance notwithstanding anything to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List"contrary in the foregoing, the "CERCLIS" listSellers, or any similar state or federal listthe Acquired Assets, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) Business and their products are and have been in compliance in all material respects with all Environmental Laws in all applicable requirements under the Toxic Enforcement Act of their activities and operations; and 1986 (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceProposition 65).
Appears in 2 contracts
Sources: Asset Purchase Agreement (Finlay Fine Jewelry Corp), Asset Purchase Agreement (Zale Corp)
Environmental Matters. Except as set forth in Section 5.03(o) of FNBB’s Disclosure Schedule, (ai) The Realty owned there are no legal, administrative, arbitral or operated other proceedings, claims, actions, or, to FNBB’s Knowledge, environmental investigations or remediation activities by each Borrower Affiliate currently a Governmental Entity or third party, seeking to impose, or that reasonably could be expected to result in the imposition, on FNBB or any of its Subsidiaries of any liability or obligation arising under any Environmental Laws pending or, to FNBB’s Knowledge, threatened against FNBB or any of its Subsidiaries, which liability or obligation could reasonably be expected to have, individually or in the past (all of which Realty owned aggregate, a Material Adverse Effect on FNBB, and there is no reasonable basis for any such proceeding, claim, action, environmental remediation or operated by investigation that could impose any Borrower Affiliate as of liability or obligation that could have, or could reasonably be expected to have, individually or in the date hereof or aggregate, a Material Adverse Effect on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous SubstanceFNBB; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower FNBB and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that of its Subsidiaries is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all applicable Environmental Laws in all of their activities and operationsLaws; and (iii) no real property (including buildings or other structures) currently or, to FNBB’s Knowledge, formerly owned or operated by FNBB or any of its Subsidiaries, or any property in which FNBB or any of its Subsidiaries holds a security interest or a fiduciary or management role (“FNBB Loan Property”), has been contaminated with, or has had any release of, any Hazardous Substance in violation of Environmental Law or that requires investigation or remediation under an Environmental Law, that has resulted, or would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect on FNBB; (iv) in accordance with the Secured Creditor Exemption, neither FNBB nor any of its Subsidiaries are not involved the “owner or operator” of, nor have “participated in the management” regarding Hazardous Substances at, any suit FNBB Loan Property which has been contaminated with, or proceeding and have not has had any release of, any Hazardous Substance in violation of any Environmental Law or that requires investigation or remediation under any Environmental Law, that has resulted, or would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect on FNBB; (v) neither FNBB nor any of its Subsidiaries nor, to FNBB’s Knowledge, any Person whose liability FNBB or any of its Subsidiaries has assumed whether contractually or by operation of law, has received any notice notice, demand letter, claim or request for information from alleging any governmental authority material violation of, or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of material liability under, any Environmental Law, and have neither FNBB nor any of its Subsidiaries is subject to any order, decree, injunction or other agreement with any Governmental Entity relating to any Environmental Law, or agreement with any third party resolving claims under any Environmental Law, which has not received notice been fully satisfied or discharged; (vi) there are no circumstances or conditions (including the presence of asbestos, underground storage tanks, lead products, polychlorinated biphenyls, prior manufacturing operations, dry-cleaning, or automotive services) involving any currently or, to FNBB’s Knowledge, formerly owned or operated property, any FNBB Loan Property, or to FNBB’s Knowledge any Person whose liability FNBB or any of its Subsidiaries has assumed, whether contractually or by operation of law, that could reasonably be expected to result in any claims, liability or investigations against FNBB, result in any restrictions on the ownership, use, or transfer of any claims from property pursuant to any person Environmental Law, or entity adversely affect the value of any FNBB Loan Property, which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on FNBB; and (vii) FNBB has provided and made available to TriCo copies of all material environmental reports or studies, sampling data, correspondence, filings and other material environmental information in its possession or reasonably available to it relating to property damage FNBB, its Subsidiaries and any currently or to personal 57 injuries from exposure to any Hazardous Substanceformerly owned or operated property.
Appears in 2 contracts
Sources: Merger Agreement (FNB Bancorp/Ca/), Merger Agreement (Trico Bancshares /)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently Except for any matters that have not had, and would not reasonably be expected to have, individually or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or aggregate, a Material Adverse Effect on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunderTalmer: (i) does not contain Talmer and each of the Talmer Subsidiaries is not contaminated by any Hazardous Substanceand has been in compliance with and has no Liability under applicable Environmental Laws; (ii) does not contain Talmer and each of the Talmer Subsidiaries possesses, has possessed and is and has not previously contained been in compliance with all required Environmental Permits; (iii) there are no Environmental Claims pending or, to the Knowledge of Talmer, threatened against Talmer or any asbestos of the Talmer Subsidiaries, and, to the Knowledge of Talmer, there are no facts or underground storage tankscircumstances which could reasonably be expected to form the basis for any Environmental Claim against Talmer or any of the Talmer Subsidiaries; (iv) no Releases of Hazardous Materials have occurred and no Person has been exposed to any Hazardous Materials at, from, in, to, on, or under any Talmer Site and no Hazardous Materials are present in, on, about or migrating to or from any Talmer Site in quantities or concentrations or under circumstances that could give rise to an Environmental Claim against Talmer or any of the Talmer Subsidiaries; (v) neither Talmer nor any of the Talmer Subsidiaries has entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Entity under any Environmental Laws; (vi) neither Talmer nor any of the Talmer Subsidiaries has assumed responsibility for or agreed to indemnify or hold harmless any Person for any Liability, arising under or relating to Environmental Laws; and (iiivii) (A) has never been neither Talmer nor any of the subject Talmer Subsidiaries, any predecessors of any activities representing a violation or alleged violation of any Environmental Law Talmer or any report to of the Talmer Subsidiaries, nor any entity previously owned by Talmer or action by a governmental authority pursuant to any Environmental Law; (B) of the Talmer Subsidiaries, has not had any release transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Substance from, on, Material to any off-Site location which has or could result in an Environmental Claim against Talmer or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge any of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionTalmer Subsidiaries.
(b) The Borrower and To the Knowledge of Talmer, each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by underground storage tank presently or previously located on any Hazardous Substance or that, pursuant to any Environmental Law, (1) Talmer Site has been placed on the "National Priorities List"operated, the "CERCLIS" listmaintained and removed or closed in place, or any similar state or federal listas applicable, or (2) is subject to or in compliance with all applicable Environmental Laws, and has not been the source of any Release of a claim, an administrative order or other request Hazardous Material to take "removal", "remedial", "corrective" or any other "response" action, the environment that has not been fully remediated as defined in any required by applicable Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceLaws.
Appears in 2 contracts
Sources: Merger Agreement (Talmer Bancorp, Inc.), Merger Agreement (Chemical Financial Corp)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently Except as would not reasonably be expected to be materially adverse, individually or in the past (all of which Realty owned aggregate, to the Transferred Entities or operated by any Borrower Affiliate as the ongoing conduct of the date hereof Business by the Transferred Entities or on as otherwise set forth in Section 2.14(a) or Section 2.14(b) of the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: Seller Disclosure Letter:
(i) does not contain and is not contaminated by any Hazardous Substance; the Transferred Entities are in compliance with all applicable Environmental Laws and, to the Knowledge of Seller, there are no facts or circumstances that would reasonably be expected to result in the need for capital expenditures to continue to operate in compliance with Environmental Laws ;
(ii) does not contain the Transferred Entities are in possession of, and in compliance with, all Permits that are required for the conduct of the Business by the Transferred Entities pursuant to applicable Environmental Laws (“Environmental Permits”) and Seller has not previously contained received any asbestos written notice that any such Environmental Permit will not be renewed or underground storage tanks; and re-issued by any Governmental Authority;
(iii) (A) since January 1, 2015, none of the Transferred Entities has never been the subject received from any Governmental Authority any written notice of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) the substance of which has not had been resolved;
(iv) as of the date hereof, no claim by any release of any Hazardous Substance from, on, in Governmental Authority or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representationsother third party is pending or, to the extent they relate Knowledge of Seller, has been threatened in writing against any of the Transferred Entities alleging a violation of or liability under any Environmental Law applicable to the period prior Business;
(v) there has been no Release of Hazardous Substances caused by Seller or any of its Affiliates (including the Transferred Entities) in amounts or concentrations in violation of applicable Environmental Laws or Environmental Permits at any Owned Real Property or Leased Real Property and, to the Knowledge of Seller, there has otherwise been no Release of Hazardous Substances in amounts or concentrations in violation of applicable Environmental Laws or Environmental Permits at any Owned Real Property or Leased Real Property; and
(vi) to the Knowledge of Seller, there has been no Release of Hazardous Substances in amounts or concentrations in violation of applicable Environmental Laws or Environmental Permits at any facility formerly owned or leased by any Transferred Entity during the time the Realty in question when such facility was owned or operated used by a Borrower Affiliate, shall be limited to the knowledge of Business or at any third-party off-site location used by the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionBusiness.
(b) The Borrower Except as set forth in Section 2.14(b) of the Seller Disclosure Letter, Seller has provided or made available complete copies of all material environmental assessments, investigations, reports, audits and each Insurance Subsidiary: (i) have never sent a Hazardous Substance data related to a site that is contaminated the environmental condition of the Owned Real Property and the Leased Real Property prepared by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, behalf of Seller or any similar state or federal listof its Affiliates since July 1, or 2015.
(2c) is subject to or This Section 2.14 contains the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities sole and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity exclusive representations made by Seller relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancematters arising under Environmental Laws.
Appears in 2 contracts
Sources: Purchase Agreement (Silgan Holdings Inc), Purchase Agreement (WestRock Co)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or Except as disclosed in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: Company Filed Reports (i) does not contain and neither the Company nor any of its Subsidiaries has violated or is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged in violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (Bii) has not had none of the real property owned or leased by the Company or any release of Subsidiary (including without limitation soils and surface and ground waters) are contaminated with any Hazardous Substance fromin quantities which require investigation or remediation under Environmental Laws; (iii) neither the Company nor any of its Subsidiaries is liable for any off-site contamination; (iv) neither the Company nor any of its Subsidiaries has any liability or remediation obligation under any Environmental Law; (v) no assets of the Company or any of its Subsidiaries are subject to pending or, onto the Knowledge of the Company, in or upon itthreatened Liens under any Environmental Law; (vi) the Company and its Subsidiaries have all Permits required under any Environmental Law ("Environmental Permits"); and (Cvii) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty Company and its Subsidiaries are in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questioncompliance with their respective Environmental Permits.
(b) The Borrower and each Insurance Subsidiary: For purposes of this Agreement, the term (i) have never sent a Hazardous Substance to a site that is contaminated by "Environmental Laws" means any Hazardous Substance or thatfederal, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal listlocal Law relating to: (A) releases or threatened releases of Hazardous Substances or materials containing Hazardous Substances; (B) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous substances or materials containing Hazardous Substances; or (2C) is subject otherwise relating to pollution of the environment or the source protection of a claimhuman health, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; and (ii) are "Hazardous Substances" means: (A) those materials, pollutants and/or substances defined in compliance in or regulated under the following federal statutes and their state counterparts, as each may be amended from time to time, and all material respects with all regulations thereunder: the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Laws in all of their activities Response, Compensation and operationsLiability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide and Rodenticide Act and the Clean Air Act; (B) petroleum and petroleum products including crude oil and any fractions thereof; (C) natural gas, synthetic gas and any mixtures thereof; (D) radon; and (iiiE) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party materials, pollutants and/or substance with respect to a release which any Governmental Entity requires environmental investigation, monitoring, reporting or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substanceremediation.
Appears in 2 contracts
Sources: Merger Agreement (Innovex Inc), Merger Agreement (Adflex Solutions Inc)
Environmental Matters. (a) The Realty owned Each of UWWH and its Subsidiaries has obtained all material Licenses and other authorizations under Environmental Laws required for the conduct and operation of its business and has for the past five years been and is in compliance, in all material respects, with (i) the terms and conditions contained therein and (ii) with all applicable Environmental Laws, except for such failure to obtain or operated by each Borrower Affiliate currently comply as has not had or would not reasonably be expected to have, individually or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)aggregate, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionUWWH Material Adverse Effect.
(b) The Borrower and each Insurance Subsidiary: There are no Environmental Claims pending or, to UWWH’s Knowledge, threatened against UWWH or any of its Subsidiaries which, if adversely resolved, would, individually or in the aggregate, reasonably be expected to have a UWWH Material Adverse Effect.
(c) There is no condition (i) have never sent on, at or under any property currently or formerly owned, leased or used by UWWH or any of its Subsidiaries or (ii) created by UWWH’s or any of its Subsidiary’s operations that would reasonably be expected to create a Hazardous Substance Liability for UWWH or any of its Subsidiaries or the business of UWWH under applicable Environmental Laws, which Liability has had or would reasonably be expected to have, individually or in the aggregate, a site that is contaminated by UWWH Material Adverse Effect.
(d) There are no past or present actions, activities, circumstances, events or incidents with respect to UWWH or any of its Subsidiaries or any predecessors in interest thereto (including any offsite disposal of, or exposure to, any Hazardous Substance or that, pursuant Materials) that would reasonably be expected to form the basis of any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" listClaim, or any similar state Liability under applicable Environmental Laws, in each case which has had or federal listwould reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.
(e) UWWH has made available to IP all material reports and documents in its or any of its Subsidiaries’ possession, custody or control sufficient to disclose any Environmental Claim or Liability under applicable Environmental Laws relating to any properties or assets currently or formerly owned, leased, operated or used by, or (2) is subject to the conduct of any business or the source operations by, UWWH, any of a claim, an administrative order or other request to take "removal", "remedial", "corrective" its Subsidiaries or any other "response" actionpredecessor in interest thereto, as defined which Environmental Claims or Liabilities have had or would reasonably be expected to have, individually or in any Environmental Lawthe aggregate, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceUWWH Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Xpedx Holding Co), Merger Agreement (Xpedx Holding Co)
Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be likely to have a Spinco Material Adverse Effect: (a) The Realty owned each of the Remainco Entities (to the extent relating to the Spinco Business) and the Spinco Entities has since July 1, 2018 been in compliance with all applicable Environmental Laws, (b) the environmental conditions at the properties currently owned, leased or operated by each Borrower Affiliate currently the Remainco Entities (to the extent relating to the Spinco Business) and the Spinco Entities (including soils, groundwater and surface water), and, to the Knowledge of Remainco, any formerly owned, leased or operated properties, are not contaminated with any Hazardous Substance that has or would reasonably be likely to result in the past Spinco Business or the Spinco Entities incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law, (all of which Realty owned or operated by any Borrower Affiliate as c) none of the date hereof or on Remainco Entities (to the Closing Date being listed in SCHEDULE 6.21), including without limitation extent relating to the improvements thereon Spinco Business) and the soil and groundwater thereunder: (i) does not contain and Spinco Entities is not contaminated by subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of any Hazardous Substance; Substance that has or would reasonably be likely to result in the Spinco Business or the Spinco Entities incurring liability under any applicable Environmental Law, (iid) does not contain none of the Remainco Entities (to the extent relating to the Spinco Business) and has not previously contained the Spinco Entities have received any asbestos written notice, demand, letter, claim or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation request for information alleging that such Remainco Entity or alleged Spinco Entity may be in violation of or subject to liability under any Environmental Law, (e) none of the Remainco Entities (to the extent relating to the Spinco Business) and the Spinco Entities are subject to any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law and (f) to the Knowledge of Remainco, there are no other environmental conditions involving the Remainco Entities (to the extent relating to the Spinco Business) and the Spinco Entities that would reasonably be likely to result in a liability to the Spinco Business or any report to or action by a governmental authority the Spinco Entities pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.
Appears in 2 contracts
Sources: Merger Agreement (At&t Inc.), Merger Agreement (Discovery, Inc.)
Environmental Matters. Except as set forth on Schedule 3.15 of the Disclosure Schedule:
(a) The Realty owned operations of Seller or operated by each Borrower Affiliate currently or its Affiliates with respect to the Business and the Purchased Assets are in material compliance with all Environmental Laws. Seller has not received from any Person within the past (all of which Realty owned three years, with respect to the Business or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)Purchased Assets, including without limitation the improvements thereon and the soil and groundwater thereunderany: (i) does not contain and is not contaminated by any Hazardous SubstanceEnvironmental Claim; or (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority written request for information pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, onwhich, in each case, either remains pending or upon it; and (C) has never been the subject of an environmental audit or assessmentunresolved, or remedial action for an environmental problem; provided, however, that is the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned source of ongoing obligations or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply requirements as of the last date that such Borrower Affiliate owned Closing Date. There are no underground or operated above ground storage tanks, and there is no use, and to the property in questionbest of Seller’s knowledge there has been no use, of any asbestos containing materials, Polychlorinated Biphenyls (PCB’s), or other Hazardous Material, on or at the Facilities.
(b) The Borrower Seller and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that Affiliate has obtained and is contaminated in material compliance with all Environmental Permits necessary for the conduct of the Business as currently conducted or the ownership, lease, operation or use of the Purchased Assets and all such Environmental Permits are in full force and effect and shall be maintained in full force and effect by any Hazardous Substance or that, pursuant to any Seller through the Closing Date in accordance with Environmental Law.
(c) None of the Business or the Purchased Assets is listed on, (1) or, to the best of Seller’s knowledge, has been placed on proposed for listing on, the "National Priorities List", the "List (or CERCLIS" list) under CERCLA, or any similar state or federal list, or .
(2d) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs There has been no Response Action and no Release of any such action at the site; (ii) are Hazardous Material in compliance in all material respects with all contravention of Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party Law with respect to a release the Business or threatened release the Purchased Assets, and neither of Seller nor any of its Affiliates has received an Environmental Notice that any of the Business or the Purchased Assets (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Substance Material which could reasonably be expected to result in an Environmental Claim against, or a material violation of Environmental Law or alleged violation term of any Environmental LawPermit by, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceSeller.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Metalico Inc), Asset Purchase Agreement (Metalico Inc)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently Except as disclosed on Schedule 8.11 and except as would not, individually or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed aggregate, reasonably be expected to result in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereundera Material Adverse Effect: (i) does not contain each Company is in compliance with and in the last two years has been in compliance with, and is not contaminated subject to liability under, any Environmental Laws applicable to it and there are no Environmental Laws which would reasonably be expected to result in material expenditures by any Hazardous SubstanceCompany, and no such Environmental Laws would reasonably be expected to interfere in any material way with current or projected operations of any Company; (ii) does not contain and no Company has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law received written notice that it or any report to of its predecessors in interest has been or action by may be identified as a governmental authority pursuant to potentially responsible party under the United States Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), or any other Environmental Law; (B) , nor has not had any release of Company received notice that any Hazardous Substance fromMaterials that it or any of its predecessors in interest has used, ongenerated, in stored, treated, handled, transported or upon it; and (C) has never been the subject of an environmental audit or assessmentdisposed of, or remedial arranged for disposal or treatment of, have been found at any site at which any Person is conducting or plans to conduct any action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, and no Company, or to the knowledge of the Obligors, any of their respective predecessors in interest, has disposed of, arranged for the disposal or treatment of, or otherwise released Hazardous Materials at any site at which any Person is conducting or plans to conduct any action under Environmental Law; (1iii) has been placed no properties now or formerly owned, leased or operated by any Company or any of their respective predecessors in interest, are (x) listed or proposed for listing on the "National Priorities List"List under CERCLA or (y) listed on the Comprehensive Environmental Response, the "CERCLIS" listCompensation and Liability Information System List promulgated pursuant to CERCLA or (z) included on any similar lists maintained by any Governmental Authority; (iv) there are no past or present events, conditions, activities, practices or actions, or any similar state agreements, judgments, decrees or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" orders by which any Company or any other "response" actionof its predecessors in interest is bound, as defined in which would reasonably be expected to prevent any Company's compliance with any Environmental Law, or which would reasonably be expected to pay for the costs give rise to any liability of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of Company under any Environmental Law, and have not received notice of any claims from any person including, without limitation, liability under CERCLA or entity relating to property damage similar state or foreign laws; (v) no Lien has been asserted or recorded, or to personal 57 injuries from exposure the knowledge of the Obligors, threatened, under any Environmental Law with respect to any asset, facility, inventory or property currently owned, leased or operated by any Company; (vi) there has been no Release or threat of Release of Hazardous SubstanceMaterial at, on, from, under or affecting any real property now or previously owned, operated or leased by any Company or, to the knowledge of the Obligors, any predecessor in interest; and (vii) no Company is subject to any Environmental Claim and, to the knowledge of the Obligors, no Environmental Claim is threatened.
Appears in 2 contracts
Sources: Credit Agreement (Atrium Companies Inc), Credit Agreement (Atrium Companies Inc)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as None of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and Securitization Entities is not contaminated by subject to any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of liabilities pursuant to any Environmental Law or any report to or action by a governmental authority pursuant with respect to any Materials of Environmental Law; Concern that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(Bb) has Other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:
(i) The Securitization Entities: (x) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws, (y) hold all Environmental Permits (each of which is in full force and effect) required for their current operations and (z) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits.
(ii) Materials of Environmental Concern are not had any release of any Hazardous Substance frompresent at, on, in or upon it; and (C) has never been the subject of an environmental audit or assessmentunder, in, or remedial action for an environmental problem; providedabout any Real Estate Assets now or, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned Master Issuer, formerly owned, leased or operated by any Borrower Affiliate Securitization Entity, or at any other location (including, without limitation, any location to which Materials of Environmental Concern have been sent by the Master Issuer for re-use or recycling or for treatment, storage or disposal) in a condition or circumstance that would reasonably be expected to (x) give rise to liability of any Securitization Entity under any applicable Environmental Law or otherwise result in costs to any Securitization Entity (y) interfere with any Securitization Entity’s continued operations or (z) impair the past, but not currently fair saleable value of any real property owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionany Securitization Entity.
(biii) The Borrower and each Insurance Subsidiary: There is no judicial, administrative, or arbitral proceeding (iincluding, without limitation, any notice of violation or alleged violation) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance under or that, pursuant relating to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" listLaw to which any Securitization Entity is, or to the knowledge of the Securitization Entities will be, named as a party that is pending or, to the knowledge of the Securitization Entities, threatened.
(iv) No Securitization Entity has received any similar state or federal listwritten request for information, or (2) been notified in writing that it is subject a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or that it is liable under any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party either case, with respect to a release or threatened the release of any Hazardous Substance Materials of Environmental Concern to the environment.
(v) No Securitization Entity has entered into or a violation agreed to any consent decree, order, or alleged violation of settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law, Law that has not been fully and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancefinally resolved.
Appears in 2 contracts
Sources: Sixth Supplement to Base Indenture (Wendy's Co), Base Indenture (Wendy's Co)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate Each of the Midstream Entities and its assets, real properties and operations are in material compliance with all Environmental Law and Environmental Permits, and have all Environmental Permits necessary for its operations as currently or in conducted, except those that would not be material to the past Midstream Business, taken as a whole;
(all of which Realty owned or operated by any Borrower Affiliate as b) As of the date hereof and during the three-year period preceding the date of this Agreement, none of the Midstream Entities has received any written notice that remains pending or on unresolved from any Governmental Authority alleging, with respect to any such Midstream Entity, the Closing Date being listed in SCHEDULE 6.21violation of or liability under any Environmental Law (including liability as a potentially responsible party under CERCLA or any analogous state laws) or any Environmental Permit;
(c) There are no actions, suits, proceedings (including civil, administrative and dispute resolution proceedings), including without limitation claims, government investigations, orders, decrees or judgments pending or in effect, or, to the improvements thereon Knowledge of Contributor, threatened by a Governmental Authority against any of the Midstream Entities which allege a violation of or any material liability under any Environmental Law;
(d) As of the date hereof and during the soil and groundwater thereunder: (i) does not contain and is not contaminated by three-year period preceding the date of this Agreement, there has been no Release of any Hazardous Substance; (ii) does not contain and Material by the Midstream Entities at, on, under or from any real properties as a result of the operations of the Midstream Entities that has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of remediated as required by any Environmental Law or any report Environmental Permit or otherwise adequately reserved for in the Contributor Financial Statements, except as would not be material to or action by the Midstream Business, taken as a governmental authority pursuant whole;
(e) This Section 3.11 constitutes the sole and exclusive representation and warranty of Contributor with respect to any Environmental Permits, Hazardous Materials and Environmental Law; and
(Bf) Contributor has not had provided to Acquirer, prior to the date hereof, with the opportunity to review any release written report within its or the Midstream Entities’ custody or control prepared during the three-year period preceding the date of any Hazardous Substance from, on, in or upon it; and (C) has never been this Agreement to document the subject results of an a completed environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge investigation of the Borrower Affiliates. With respect to any Realty owned properties or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs operations of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceMidstream Entity.
Appears in 2 contracts
Sources: Contribution Agreement (Eagle Rock Energy Partners L P), Contribution Agreement (Regency Energy Partners LP)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or Except as set forth in the past (all of which Realty owned or operated by Schedule 3.15, and except for any Borrower Affiliate as of the date hereof or on the Closing Date being listed matter that would not reasonably be expected to result in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereundera Material Adverse Effect: (i) does not contain The Company and is not contaminated by its Subsidiaries and their businesses, operations and properties are in compliance with, and the Company and its Subsidiaries have no liability under, any Hazardous Substanceapplicable Environmental Law; (ii) does not contain The Company and its Subsidiaries have obtained (or applied for, with a reasonable likelihood of obtaining) all Environmental Permits required for the conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, and all such Environmental Permits are valid and in good standing; (iii) There has not previously contained been no Release or, to the Knowledge of the Company, threatened Release of Hazardous Material on, at, under or from any asbestos property or underground storage tanksfacility presently or, to the Knowledge of the Company, formerly owned, leased or operated by the Company and its Subsidiaries or their predecessors in interest that would reasonably be expected to result in an Environmental Liability to the Company and its Subsidiaries; (iv) There is no Environmental Liability pending or, to the Knowledge of the Company, threatened against the Company and its Subsidiaries, or relating to the properties currently or formerly owned, leased or operated by the Company and its Subsidiaries or their predecessors in interest or relating to the operations of the Company and its Subsidiaries, and to the Knowledge of the Company, there are no actions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Liability; and (iiiv) (A) has never been No Person with an indemnity or contribution obligation to the subject of any activities representing a violation Company and its Subsidiaries relating to compliance with or alleged violation of any liability under Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, is in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With default with respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionobligation.
(b) The Borrower Except as set forth in Schedule 3.15 and each Insurance Subsidiaryexcept for any matter that would not reasonably be expected to result in a Material Adverse Effect: (i) have never sent a Hazardous Substance Neither the Company nor any of its Subsidiaries is obligated to a site that perform any action or otherwise incur any expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is contaminated bound or has assumed by contract, agreement or operation of law, and no such Person is, conducting or financing any Hazardous Substance or that, Response pursuant to any Environmental Law or has refused or failed to conduct or finance any Response required by Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or with respect to any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" property or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the sitelocation; (ii) are in compliance in all material respects with all Environmental Laws in all No property or facility owned, operated or leased by the Company and its Subsidiaries and, to the Knowledge of the Company, no property or facility formerly owned, operated or leased by the Company and its Subsidiaries or any of their activities predecessors in interest is (x) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (y) listed on the Comprehensive Environmental Response, Compensation and operationsLiability Information System promulgated pursuant to CERCLA or (z) included on any similar list maintained by any Governmental Entity including any such list relating to petroleum; (iii) No Lien has been recorded or, to the Knowledge of the Company, threatened under any Environmental Law with respect to any property or other assets of the Company and its Subsidiaries; (iv) The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated by the Transaction Documents do not, and will not, require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any applicable Environmental Law; and (iiiv) are not involved Each of the Company and its Subsidiaries has made available to the Investor all material records and files in any suit its possession, custody or proceeding and have not received any notice control, or request for information from any governmental authority otherwise reasonably available to it, concerning compliance with or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any liability under Environmental Law, including those concerning the actual or suspected existence of Hazardous Material at properties or facilities currently or formerly owned, operated, leased or used by the Company and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substanceits Subsidiaries.
Appears in 2 contracts
Sources: Investment Agreement (Savitr Capital, LLC), Investment Agreement (Molecular Insight Pharmaceuticals, Inc.)
Environmental Matters. Each of the following representations and --------------------- warranties is true and correct on and as of the Agreement Execution Date except as disclosed on Schedule 3 attached hereto and to the extent that the facts and ---------- circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:
(a) The Realty owned or operated by each Borrower Affiliate currently or in To the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the best knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the pastand where applicable, but not currently owned or operated by such Borrower AffiliateCP Limited, except as set forth on Schedule 3, the representations set forth above in this SECTION 6.21 shall be deemed to apply as Projects of the last date that such Borrower, CP Limited and its Subsidiaries do not contain any Materials of Environmental Concern in amounts or concentrations which constitute a violation of, or could reasonably be expected to give rise to liability of the Borrower Affiliate owned or operated the property in questionCP Limited or any Subsidiary under, Environmental Laws.
(b) The Borrower To the best knowledge of the Borrower, CP Limited, and each Insurance Subsidiary: except as set forth on Schedule 3, (i) the Projects of the Borrower, CP Limited and its Subsidiaries and all operations at the Projects are in material compliance with all applicable Environmental Laws, and (ii) with respect to all Projects owned by the Borrower, CP Limited and/or its Subsidiaries (x) for at least two (2) years, have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on in the "National Priorities List", the "CERCLIS" list, or any similar state or federal listlast two years, or (y) for less than two (2) is subject to or the source years, have for such period of a claimownership, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are been in compliance in all material respects with all applicable Environmental Laws in all Laws.
(c) The Borrower, CP Limited and any of their activities and operations; and (iii) are not involved in any suit or proceeding and its Subsidiaries have not received any notice of violation, alleged violation, non-compliance, liability or request for information potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Projects which remains outstanding, nor does the Borrower or CP Limited have knowledge or reason to believe that any such notice will be received or is being threatened in writing.
(d) To the best knowledge of the Borrower and CP Limited, Materials of Environmental Concern have not been transported or disposed of from the Projects of the Borrower, CP Limited and its Subsidiaries in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability of the Borrower or CP Limited or any Subsidiary under, Environmental Laws, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Projects of the Borrower, CP Limited and its Subsidiaries in violation of, or in a manner that could reasonably be expected to give rise to liability of the Borrower, CP Limited or any Subsidiary under, any applicable Environmental Laws.
(e) No judicial proceeding or governmental authority or other third administrative action is pending, or, to the knowledge of the Borrower or CP Limited, threatened, under any Environmental Law to which the Borrower or CP Limited or any of its Subsidiaries is a party or, to the Borrower's and CP Limited's knowledge, will be named as a party with respect to a the Projects of the Borrower, CP Limited and its Subsidiaries, nor are there any consent decrees or other decrees, consent orders, administrative order or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Projects of the Borrower, CP Limited and its Subsidiaries.
(f) To the best knowledge of the Borrower and CP Limited, there has been no release or threatened threat of release of any Hazardous Substance Materials of Environmental Concern at or a violation from the Projects of the Borrower, CP Limited and its Subsidiaries, or alleged arising from or related to the operations of the Borrower, CP Limited and its Subsidiaries in connection with the Projects in violation of any or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Law, Laws.
(g) The Borrower and CP Limited represent that the matters disclosed on Schedule 3 could not reasonably be expected to have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancea Material Adverse ---------- Effect.
Appears in 2 contracts
Sources: Credit Agreement (Windsor Park Properties 7), Credit Agreement (Windsor Park Properties 5)
Environmental Matters. (a) The Realty Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect:
(i) the businesses of Parent and its Subsidiaries are, and since January 1, 2019 have been, in compliance with all applicable Environmental Laws and possess and are in compliance with all Permits required by all applicable Environmental Laws for the conduct of their respective businesses as currently conducted and all such Permits are in full force and effect, and to the knowledge of Parent, such Permits are not subject to challenge by any Person reasonably expected to result in the revocation or non-renewal of such Permits;
(A) since January 1, 2019, no written notice, notification, demand, order, request for information, citation, summons, complaint or penalty has been received by Parent or any of its Subsidiaries and (B) there are no judicial, administrative or other actions, claims, suits or proceedings pending or, to Parent’s knowledge, threatened, in the case of each of (A) and (B), with respect to any matters arising out of any Environmental Law that has not been settled, dismissed, paid or otherwise resolved;
(iii) there has been no Release of Hazardous Substances (A) at, to, or from any property currently or, to the knowledge of Parent, formerly owned or operated by each Borrower Affiliate currently Parent or any of its Subsidiaries or (B) arising from the operations of Parent or any of its Subsidiaries, in the past (all case of which Realty owned or operated by any Borrower Affiliate as each of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been and (B) the subject of any activities representing a violation which remains unresolved; and
(iv) Parent has made available to the Company complete and correct copies of all material environmental reports, inspections, assessments, studies, tests, and audits addressing environmental liabilities or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to obligations under any Environmental Law; (B) has not had any release of any Hazardous Substance from, onDecommissioning obligations, in each case, of Parent or upon it; any of its Subsidiaries, and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that material correspondence with any Governmental Authority regarding the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate such are in the past, but not currently owned possession of Parent or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as any of the last date that such Borrower Affiliate owned or operated the property in questionits Subsidiaries.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by Notwithstanding any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List"other provisions of this Agreement, the "CERCLIS" listrepresentations and warranties in this Section 4.20, or any similar state or federal listalong with Section 4.10 and Section 4.23, or (2) is subject constitute the sole and exclusive representations and warranties made by Parent with respect to or the source of a claimEnvironmental Laws, an administrative order or other request to take "removal", "remedial", "corrective" Hazardous Substances or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substanceenvironmental matters.
Appears in 2 contracts
Sources: Merger Agreement (Talos Energy Inc.), Merger Agreement (Talos Energy Inc.)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently Except as disclosed in EUA SEC Reports filed prior to the date of this Agreement or in the past (all of which Realty owned or operated by any Borrower Affiliate as Section 4.13 of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: EUA Disclosure Letter:
(i) does Each of EUA and its Subsidiaries is in compliance with all applicable Environmental Laws (as hereinafter defined), except where the failure to be in compliance, in the aggregate could not contain and is not contaminated by any Hazardous Substancereasonably be expected to result in an EUA Material Adverse Effect; and
(ii) does not contain and Neither EUA nor any of its Subsidiaries has not previously contained received any asbestos written communication from any person or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law Governmental Authority that alleges that EUA or any report to or action by a governmental authority pursuant to any Environmental Law; of its Subsidiaries is not in such compliance (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been including the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations materiality qualifier set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionclause (i) above) with applicable Environmental Laws.
(b) The Borrower Each of EUA and each Insurance Subsidiary: its Subsidiaries has obtained all environmental, health and safety permits and governmental authorizations (collectively, the "Environmental Permits") necessary for the construction of their facilities and the conduct of their operations, as applicable, and all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and agency approval is expected in the ordinary course of business, and EUA and its Subsidiaries are in compliance with all terms and conditions of the Environmental Permits, except where the failure have such Environmental Permits, file a renewal application for such Environmental Permits, or to be in compliance with such Environmental Permits, in the aggregate could not reasonably be expected to result in an EUA Material Adverse Effect.
(c) There is no Environmental Claim (as hereinafter defined) that could, individually or in the aggregate, reasonably be expected to have an EUA Material Adverse Effect pending (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, against EUA or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the siteits Subsidiaries; (ii) are in compliance in all material respects with all against any person o r entity whose liability for any Environmental Laws in all Claim EUA or any of their activities and operationsits Subsidiaries has or may have retained or assumed either contractually or by operation of law; and or (iii) are not involved against any real or personal property or operations which EUA or any of its Subsidiaries owns, leases or manages, in any suit whole or proceeding and in part.
(d) To the knowledge of EUA there have not received been any notice or request for information from any governmental authority or other third party with respect to a release or threatened release material Releases (as hereinafter defined) of any Hazardous Substance or a violation or alleged violation Material (as hereinafter defined) that would be reasonably likely to form the basis of any material Environmental LawClaim against EUA or any of its Subsidiaries, and have not received notice of any claims from or against any person or entity relating whose liability for any material Environmental Claim EUA or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, except for any Environmental Claim that, individually or in the aggregate, could not reasonably be expected to property damage or to personal 57 injuries from exposure have an EUA Material Adverse Effect.
(e) To the knowledge of EUA with respect to any predecessor of EUA or any of its Subsidiaries, there is no material Environmental Claim pending or threatened, and there has been no Release of Hazardous SubstanceMaterials that could reasonably be expected to form the basis of any material Environmental Claim except for any Environmental Claim that, individually or in the aggregate, could not be reasonably be expected to have an EUA Material Adverse Effect.
(f) As used in this Section 4.13:
Appears in 2 contracts
Sources: Merger Agreement (Eastern Edison Co), Merger Agreement (Eastern Utilities Associates)
Environmental Matters. (a) The Realty owned or operated by Except as set forth in Section 3.20(a) of Sellers Disclosure Letter:
(i) each Borrower Affiliate currently or Subject Company is currently, and in the past five (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)5) years has been, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws Laws;
(ii) each Subject Company possesses and is in compliance with all applicable permits, approvals, licenses, and certificates required under Environmental Law to operate its business (the “Environmental Approvals”) are in full force and effect and there is no Claim or proceeding in existence or in progress or, to the Knowledge of their activities and operations; and Sellers, threatened, which may result in the cancellation, revocation, temporary or permanent suspension or material modification of any such Environmental Approval;
(iii) are not involved in any suit or proceeding and have not none of the Subject Companies has received any written notice or request for information from any governmental authority Governmental Entity or other third party party, and to the Knowledge of Sellers, there is no pending or threatened claim, litigation, administrative proceeding, or investigation with respect to a release any actual or threatened release alleged noncompliance by any Subject Company with, or Liability of any Subject Company under, Environmental Laws;
(iv) none of the Subject Companies is undertaking or has planned any investigation, remedial action or other works in respect of any Hazardous Substance present or allegedly present in soil, sub-soil, surface water, sub-surface water or groundwater at, in, on, under, or in any way materially affecting any Real Property or any other property owned or occupied by any of the Subject Companies or any other location, whether voluntarily or pursuant to a violation regulatory or alleged violation other notice or mandate; and
(v) the Real Property is not and, to the Knowledge of Sellers, has not at any time been deemed by any Governmental Entity or under any Environmental Laws, as a Hazardous Substances disposal site, Hazardous Substances handling facility, contaminated site, environmental emergency or environmental contingency.
(b) Each of the Subject Companies have made available to the Purchaser true and complete copies and results of any Environmental Lawmaterial reports, certificates, studies, analyses, tests, or monitoring initiated by and have not received notice in the possession of any claims from of the Subject Companies pertaining to Hazardous Substances at, in, on, or under any person property owned or entity relating to property damage or to personal 57 injuries from exposure to occupied by any Hazardous Substanceof the Subject Companies.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Sherwin Williams Co), Stock Purchase Agreement (Sherwin Williams Co)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently Except to the extent that the inaccuracy of any of the following, individually or in the past (all of which Realty owned aggregate, would not have a Material Adverse Effect on UTI or operated by any Borrower Affiliate as disclosed in Section 3.14 of the date hereof UTI Disclosure Schedule:
(i) UTI and its Subsidiaries hold, and are in compliance with and have been in compliance with for the last three years, all Environmental Permits, and are otherwise in compliance and have been in compliance for the last three years with, all applicable Environmental Laws and there are no conditions that are reasonably likely to prevent or materially interfere prior to the Effective Time with compliance by UTI and its Subsidiaries with Environmental Laws;
(ii) no modification, revocation, reissuance, alteration, transfer or amendment of any Environmental Permit, or any review by, or approval of, any third party of any Environmental Permit is required in connection with the execution or delivery of this Agreement or the consummation by UTI of the transactions contemplated hereby or the operation of the business of UTI or any of its Subsidiaries on the Closing Date being listed in SCHEDULE 6.21)date of the Closing;
(iii) neither UTI nor any of its Subsidiaries has received any Environmental Claim, nor has any Environmental Claim been threatened against UTI or any of its Subsidiaries;
(iv) neither UTI nor any of its Subsidiaries has entered into, agreed to or is not subject to any outstanding judgment, decree, order or consent arrangement with any governmental authority under any Environmental Laws, including without limitation those relating to compliance with any Environmental Laws or to the improvements thereon and the soil and groundwater thereunder: investigation, cleanup, remediation or removal of Hazardous Materials;
(iv) does not contain and is not contaminated there are no circumstances that are reasonably likely to give rise to liability under any agreements with any person pursuant to which UTI or any Subsidiary of UTI would be required to defend, indemnify, hold harmless, or otherwise be responsible for any violation by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject other liability or expense of any activities representing a violation such person, or alleged violation by or other liability or expense of any Environmental Law or any report to or action by a governmental authority pursuant to such person, arising out of any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.and
(bvi) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance there are no other circumstances or conditions that are reasonably likely to a site that is contaminated by give rise to liability of UTI or any Hazardous Substance or that, pursuant to of its Subsidiaries under any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceLaws.
Appears in 2 contracts
Sources: Merger Agreement (Patterson Energy Inc), Merger Agreement (Uti Energy Corp)
Environmental Matters. Except as would not have a Company Material Adverse Effect:
(a) The Realty owned the Company and each Company Subsidiary is, and since January 1, 2021, has been, in compliance with all applicable Environmental Laws;
(b) the Company and the Company Subsidiaries possess all permits and approvals issued pursuant to any applicable Law or operated by each Borrower Affiliate currently Company Permit relating to pollution or the protection of the environment or, as such relates to exposure of Hazardous Materials, to health and safety, including the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Toxic Substances Control Act, the Hazardous Materials Transportation Act, the Safe Drinking Water Act, the Federal Insecticide, Fungicide, and Rodenticide Act, the Emergency Planning and Community Right-to-Know Act and any similar U.S. federal, foreign, state or local Law or, as such relates to exposure to Hazardous Materials, to health and safety (collectively, the “Environmental Laws”) that are required to conduct the business of the Company Group, and is, and has been since January 1, 2021, in the past compliance with all such permits and approvals;
(all c) no releases of which Realty owned (i) any chemicals, contaminants, wastes, petroleum products or byproducts, radioactive materials, asbestos or polychlorinated biphenyls or (ii) any waste, material or substance defined as a “hazardous” or “toxic” substance, material, or waste, or as a “pollutant” or “contaminant”, or analogous terminology under any applicable Environmental Law (“Hazardous Materials”), including ethylene oxide or per- or polyfluoroalkyl substances, have occurred at, on, from or under any real property owned, leased or operated by any Borrower Affiliate as member of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law Company Group or any report third-party sites to which any member of the Company Group has sent any materials or action by wastes for disposal, treatment, storage, processing, recycling or other handling; and
(d) no member of the Company Group has received any written claim or notice, Action or Order from any Governmental Authority or person alleging that a governmental authority pursuant to member of the Company Group is or may be in violation of, or has any liability under, any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substance.
Appears in 2 contracts
Sources: Merger Agreement (Boston Scientific Corp), Merger Agreement (Axonics, Inc.)
Environmental Matters. The representations and warranties set forth in this Section 4.17 are the sole and exclusive representations and warranties hereunder pertaining or relating to any environmental matters, including any arising under any Environmental Laws, and no other representation or warranty set forth herein shall be read or construed as to address environmental matters. Except as set forth on Schedule 4.17 hereto and in the Environmental Report Exceptions:
(a) The Realty owned the Amtrol Companies (i) are in compliance with, in all material respects, all applicable Environmental Laws, which material compliance includes possessing all Permits required under all applicable Environmental Laws necessary for the operation of their respective businesses (“Environmental Permits”); (ii) are complying in all material respects with such Environmental Permits; (iii) have timely requested renewal of Environmental Permits, where necessary and as appropriate; and (iv) have no unresolved Liability for any past noncompliance with such Environmental Laws or operated by each Borrower Affiliate such Environmental Permits;
(b) no Hazardous Materials are present at or were Released from, onto or under, any real property (including soil, groundwater, surface water, buildings or other structures) currently or in the past (all of which Realty owned owned, leased or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed Amtrol Company in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or such that it would result in any Liability except for (i) de minimis Releases that would not require Remedial Action or (ii) Releases that have already undergone Remedial Action and that will not result in any additional Liability to any Amtrol Company;
(c) none of the Amtrol Companies is the subject of or has entered into, any Order of or written agreement with any Governmental Body respecting (i) Environmental Laws, (ii) Remedial Action or (iii) any Release or threatened Release of a Hazardous Material, which Order or agreement, whether or not currently outstanding, will result in any Liability to any Amtrol Company;
(d) none of the Amtrol Companies has received any written notice, report or other information regarding any actual or alleged violation of Environmental Law, any investigations, or any Liabilities or potential Liabilities, including any claims for Liability under CERCLA or similar state statutes, relating to such Amtrol Company, its business, or action by a governmental authority its past or current facilities, in each case, arising under Environmental Laws, other than for matters that are not material or that have undergone Remedial Action and will not result in any additional Liability to any Amtrol Company;
(e) none of the Amtrol Companies has treated, stored, disposed of, arranged for or permitted the disposal or transportation of, any Hazardous Materials, that will give rise to any current or future Liabilities for any of the Amtrol Companies pursuant to any Environmental Law; Laws;
(Bf) none of the Amtrol Companies has not had any release designed, manufactured, sold, marketed, installed or distributed products or other items containing asbestos;
(g) the Company has provided to Purchaser true and correct copies of all material environmental site assessment reports and other material documents prepared in the last ten (10) years relating to the environmental condition or status of any Hazardous Substance from, on, in currently owned or upon itleased real property of any Amtrol Company that are within the possession or control of the Company; and
(h) there are not now and (C) has have never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty underground storage tanks at any real property currently owned or operated by any Borrower Affiliate in Amtrol Company or, to the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as Knowledge of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated Company, currently leased by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceAmtrol Company.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Worthington Industries Inc)
Environmental Matters. (a) The Realty owned or operated In addition to any other express agreements of Company contained herein, the matters set forth in this paragraph constitute representations and warranties by each Borrower Affiliate currently or in Company which will be true and correct on the past (all date of which Realty owned or operated by any Borrower Affiliate this Agreement and as of the date hereof or on of closing. In the Closing Date being listed in SCHEDULE 6.21)event that, including without limitation during the improvements thereon period between the execution of this Agreement and the soil closing, Sellers learn, or have reason to believe, that any of the following representations and groundwater thereunder: warranties may cease to be true, Company hereby covenant to give notice thereof to Buyer immediately:
(ia) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and Company has not previously contained received notice from any asbestos or underground storage tanks; and (iii) (A) has never been governmental agency pertaining to the subject of any activities representing a violation or alleged violation of any Environmental Law law or regulation of toxic hazardous substances or dangerous wastes and affecting any report to or action by a governmental authority pursuant to any Environmental Law; (B) Company property, and Company has not had any release no knowledge of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action facts which might be a basis for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionnotice.
(b) The Borrower No toxic or hazardous substances have been improperly generated, treated, released, stored or disposed of, or otherwise deposited in or on any Company property, including without limitation, the surface waters and each Insurance Subsidiary: subsurface waters thereof, no underground tanks have been located on any Company property, and there have not been nor are now present any substances or conditions in or on any Company property which may support a claim or cause of action under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities ListSuperfund Act"), the "CERCLIS" listResource Conservation and Recovery Act of 1976, the Toxic Substances Control Act, or any similar state or federal listother federal, state, or (2) is subject local environmental statutes, regulations, ordinances or regulatory requirements. This environmental matters section will be interpreted to include, but not be limited to, any substance which after release into the environment and upon exposure, ingestion, inhalation or assimilation, either directly from the source of a claimenvironment or indirectly by ingestion through food chains or otherwise, an administrative order will or other request may reasonably be anticipated to take "removal"cause sickness, "remedial"death, "corrective" disease, behavior abnormalities, cancer or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities genetic abnormalities. Sellers will hold Purchaser harmless from and operations; indemnify Purchaser against and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority damage, loss, expenses or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims liability resulting from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancebreach, of this representation and warranty, including all attorneys fees and costs incurred as a result thereof.
Appears in 2 contracts
Sources: Stock Purchase and Sale Agreement (Alpha Music MFG Corp.), Stock Purchase and Sale Agreement (Apollo Entertainment Group, Inc.)
Environmental Matters. Except as set forth on Schedule 6.8, with --------------------- ------------ respect to the Real Property, and except in each case as would not reasonably be expected to result in an Assets Material Adverse Event:
(a) The Realty owned or operated by each Borrower Affiliate currently or Such Seller has not received written notice that the Real Property is in violation of any Environmental Laws;
(b) Neither such Seller nor the past (all of Assets to which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: it purports to own is (i) does not contain and is not contaminated by subject to any Hazardous Substance; outstanding consent decree, compliance order or administrative order pursuant to an Environmental Law, (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been in receipt of written notice under the subject of any activities representing a violation or alleged violation citizen suit provision of any Environmental Law or (iii) in receipt of any report written notice, complaint or claim seeking to impose Environmental Liabilities or action by a governmental authority pursuant to any Environmental Law; Obligations against such Seller, which, in the case of clauses (Bi), (ii) and (iii), arises from the operation of the Real Property and is unresolved as of the date of this Agreement;
(c) To such Seller's Knowledge, there has not had been and is no Release of a Hazardous Substance at, from, on, under or to the Real Property by such Seller or by any release third party that has not been Remediated or which would reasonably be expected to result in any material Environmental Liabilities or Obligations to the Seller;
(d) To such Seller's Knowledge, such Seller has not performed, or arranged for, the transportation, storage, handling, disposal or treatment of any Hazardous Substance fromfrom the Owned Real Property to or at any off site location that is an Environmental Clean-Up Site; and
(e) To such Seller's Knowledge, on, in or upon it; and (C) has never been the subject Real Property is not an Environmental Clean-Up Site. The provisions of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that this Section 6.8 are the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge exclusive representations of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party ----------- Seller with respect to a release matters arising under Environmental Law or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceSubstances.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Zond Windsystem Partners LTD Series 85-B), Purchase and Sale Agreement (Zond Windsystem Partners LTD Series 85-A)
Environmental Matters. Except as set forth in the American SEC Documents or Section 4.17 of the American Disclosure Schedule, American:
(a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) notified in writing that it is potentially liable and, has not had received any release of any Hazardous Substance from, on, in written request for information or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With other correspondence concerning its potential liability with respect to any Realty owned site or operated by any Borrower Affiliate in the pastfacility, but not currently owned under or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1ii) has been placed on to the "National Priorities List"knowledge of American, is not a potentially responsible party" under, the Comprehensive Environmental Response, Compensation and "CERCLIS" listLiability Act of 1980, as amended, the Resource Conservation and Recovery Act, as amended, or any similar state or federal listLaw, or and (2iii) to the knowledge of American, is not the subject of or, to or the source knowledge of American, threatened with any Legal Action involving a claim, an administrative order demand for damages or other request potential liability, including any Lien, with respect to take "removal", "remedial", "corrective" violations or any other "response" action, as defined in breaches of any Environmental Law;
(b) to the knowledge of American, or to pay for the costs of any such action at the site; (ii) are is in compliance in all material respects with all Environmental Laws and has obtained all Environmental Permits required under Environmental Laws, except for such noncompliances and failures to obtain Environmental Permits as, individually or in all of their activities and operations; and (iii) are not involved in any suit or proceeding and the aggregate, have not had and would not be reasonably likely to have a Material Adverse Affect on American;
(i) has not entered into or received any notice consent decree, compliance order or request for information from any governmental authority or other third party with respect administrative order issued pursuant to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and (ii) is not a party in interest or in default under any judgment, order, writ, injunction or decree of any Final Order issued pursuant to any Environmental Law; and
(d) to the knowledge of American, there have not received notice been any releases, spills or disposal activities of any claims or involving Hazardous Materials, including without limitation from underground storage tanks, on or from any person property owned, operated or entity relating leased by American which releases, spills or disposal activities resulted or could reasonably be expected to property damage result in investigation and cleanup expenditures which upon payment of such expenditures would be reasonably likely to have a Material Adverse Effect on American. Notwithstanding anything to the contrary contained in this Agreement, American makes no representation or warranty with respect to personal 57 injuries from exposure to any Hazardous Substanceits compliance with Environmental Laws or environmental matters generally, except as specifically set forth in this Section 4.17.
Appears in 2 contracts
Sources: Merger Agreement (Westinghouse Electric Corp), Merger Agreement (American Radio Systems Corp /Ma/)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or Except as set forth on Schedule 4.15 of the Seller Disclosure Schedule, in the past (all of which Realty owned or operated by any Borrower Affiliate as conduct of the date hereof or on Seller Parties’ business and with respect to the Closing Date being listed in SCHEDULE 6.21), including without limitation ownership and operation of the improvements thereon and the soil and groundwater thereunderAcquired Assets: (i) does not contain the Seller Parties have complied and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws and Safety Requirements; (ii) all Government Authorizations required under Environmental and Safety Requirements to be obtained by the Seller Parties are valid and in full force and effect, the Seller Parties have complied and are in compliance in all material respects with the terms and conditions of their activities such permits and operationslicenses; and (iii) are not involved no Seller Party is subject to any suit, investigation, inquiry or proceeding by or before any court or Government Authority under Environmental and Safety Requirements in connection with its current or former operations, properties or facilities; (iv) no Seller Party, nor any of their respective predecessors or Affiliates, has caused a release of hazardous substances, and, to the Seller Parties’ Knowledge, no condition of contamination by hazardous substances is present, at the Seller Parties’ Leased Real Properties, if any and no facts, events or conditions relating to current or former facilities, properties or operations of any Seller Party or of its predecessors or Affiliates will give rise to any investigatory, remedial, or corrective obligations or other liabilities under Environmental and Safety Requirements; (v) neither this Agreement nor the consummation of the transactions contemplated hereby will result in any suit obligations for site investigation or proceeding cleanup, or notification to or consent of any Government Authority or other Person pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental and have not Safety Requirements; (vi) no Seller Party has received any notice or request for information from any governmental authority written notice, report or other third party with respect information regarding any violation of, or liability or obligation under any Environmental and Safety Requirement or that any existing Government Authorization that was obtained under any Environmental and Safety Requirement is to a release be revoked or threatened release of suspended by any Hazardous Substance Government Authority or a violation is not currently operating or alleged required to be operating under, or subject to any outstanding compliance order, Decree or agreement, any consent decree, order or agreement, or corrective action decree, order or agreement issued or entered into under, or pertaining to matters regulated by, any Environmental and Safety Requirement; (vii) no Seller Party owns or operates any underground storage tanks and no such underground tanks are in violation of any Environmental Lawand Safety Requirement; (viii) neither Seller Party, and have not received notice nor any of their respective predecessors or Affiliates, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any claims from Person to, any person hazardous materials, or entity relating to owned or operated any property damage or to personal 57 injuries from exposure facility in a manner that has given or would give rise to any Hazardous Substanceliabilities or investigative, corrective or remedial obligations pursuant to CERCLA or any other Environmental and Safety Requirement; and (ix) to the Seller Parties’ Knowledge, the Seller Parties have provided to the Buyers access to all environmental audits and reports to the current and former operations and facilities of each Seller Party and their predecessors or Affiliates.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (XCel Brands, Inc.)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or Except as set forth in the past (all of which Realty owned or operated by any Borrower Affiliate as Section 3.19 of the date hereof Seller Disclosure Letter or on the Closing Date being listed in SCHEDULE 6.21)except as would not have an Environmental Material Adverse Effect, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and each Seller is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations of Environmental Laws Laws;
(b) Except as set forth in all Section 3.19 of their activities and operations; and the Seller Disclosure Letter or except as would not have an Environmental Material Adverse Effect, there are no Environmental Liabilities pending or, to Sellers’ Knowledge, threatened by or before any court or any other Governmental Body directed against any Seller relating to the operation of the Business that pertain or relate to (iiii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release obligations of any Hazardous Substance or a violation or alleged violation Seller under any applicable Environmental Law, (ii) violations by any Seller of any Environmental Law, (iii) personal injury, property damage, or natural resources damage claims relating to a Release of Hazardous Materials, or (iv) response, removal, or remedial costs under CERCLA, RCRA or any similar state laws;
(c) Except as set forth in Section 3.19 of the Seller Disclosure Letter or except as would not have an Environmental Material Adverse Effect, all permits required under Environmental Laws that are necessary for the lawful operation of the Business by any Seller have been obtained and have not received notice are in full force and effect and no Seller has Knowledge of any claims from basis for revocation or suspension of any person such permits;
(d) Except as set forth in Section 3.19 of the Seller Disclosure Letter, no portion of any of the Owned Property is listed on the National Priorities List or entity the Comprehensive Environmental Response, Compensation, and Liability Information System list under CERCLA, or any similar ranking or listing under any state law;
(e) Except as set forth in Section 3.19 of the Seller Disclosure Letter or except as would not have an Environmental Material Adverse Effect, no Seller has disposed or Released any Hazardous Materials on, at, or under the Owned Property, other than in compliance with Environmental Laws, and no Seller has Knowledge of any Environmental Conditions on, at, or underlying such Owned Property other than such Environmental Conditions that do not require remediation under Environmental Laws; and
(f) Except as set forth in Section 3.19 of the Seller Disclosure Letter, there are no written notices of violation, non-compliance, or similar notifications relating to property damage Environmental Liabilities currently pending or, to Sellers’ Knowledge, threatened, relating or pertaining to personal 57 injuries from exposure the Business or the Owned Property that would reasonably be expected to any Hazardous Substancehave an Environmental Material Adverse Effect.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Stewart & Stevenson LLC), Asset Purchase Agreement (Stewart & Stevenson Services Inc)
Environmental Matters. Except as disclosed in the TriNet Filed SEC Documents, (ai) The Realty owned none of TriNet or operated by each Borrower Affiliate currently the TriNet Subsidiaries or, to TriNet's Knowledge, any other Person has caused or permitted the presence of any hazardous substances, hazardous materials, toxic substances or waste materials (collectively, "HAZARDOUS MATERIALS") or under any of the TriNet Properties and none of TriNet or the TriNet Subsidiaries has any Knowledge of the presence of any Hazardous Materials on or under any of the TriNet Properties except to the extent the presence of such Hazardous Materials would not, individually or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed aggregate, reasonably be expected to result in SCHEDULE 6.21)a TriNet Material Adverse Effect, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain none of TriNet or any of the TriNet Subsidiaries or, to TriNet's Knowledge, any other Person, has caused or permitted any unlawful spills, releases, discharges or disposal of Hazardous Materials to have occurred or be presently occurring on or from the TriNet Properties as a result of any construction on or operation or use of such properties and none of TriNet or any of the TriNet Subsidiaries has not previously contained any asbestos Knowledge of any spills, releases, discharges or underground storage tanksdisposal of Hazardous Materials having occurred or presently occurring on, under or from the TriNet Properties as a result of any construction on or operation or use of any such property, in each of the foregoing cases, which presence or occurrence would, individually or in the aggregate, reasonably be expected to result in a TriNet Material Adverse Effect; and (iii) (A) has never been in connection with the subject construction on or operation and use of the TriNet Properties, TriNet and the TriNet Managed Subsidiaries and, to TriNet's Knowledge, the TriNet Non-Managed Subsidiaries, have not failed to comply in any activities representing a violation material respect with any applicable local, state and federal environmental law, regulation, ordinance or alleged violation of any Environmental Law or any report administrative and judicial orders relating to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release the generation, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Substance fromMaterials (any of the foregoing, onan "ENVIRONMENTAL LAW"), in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, except to the extent they relate such failure to comply would not, individually or in the period prior aggregate, reasonably be expected to result in a TriNet Material Adverse Effect. TriNet has previously delivered or made available to Starwood complete copies of all reports on and results of investigations, testing or analysis that are in the time the Realty in question was owned possession of or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect available to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party them with respect to a release the environmental condition of the TriNet Properties or threatened release with respect to environmental compliance of any Hazardous Substance operations conducted on or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancesuch Property.
Appears in 1 contract
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as None of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and Securitization Entities is not contaminated by subject to any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of liabilities pursuant to any Environmental Law or any report to or action by a governmental authority pursuant with respect to any Materials of Environmental Law; Concern that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(Bb) has Other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:
(i) The Securitization Entities: (x) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws, (y) hold all Environmental Permits (each of which is in full force and effect) required for their current operations and (z) is, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits.
(ii) Materials of Environmental Concern are not had any release of any Hazardous Substance frompresent at, on, in or upon it; and (C) has never been the subject of an environmental audit or assessmentunder, in, or remedial action for an environmental problem; providedabout any Real Estate Assets now or, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned Master Issuer, formerly owned, leased or operated by any Borrower Affiliate Securitization Entity, or at any other location (including, without limitation, any location to which Materials of Environmental Concern have been sent by the Master Issuer for re-use or recycling or for treatment, storage or disposal) in a condition or circumstance that would reasonably be expected to (x) give rise to liability of any Securitization Entity under any applicable Environmental Law or otherwise result in costs to any Securitization Entity (y) interfere with any Securitization Entity’s continued operations or (z) impair the past, but not currently fair saleable value of any real property owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionany Securitization Entity.
(biii) The Borrower and each Insurance Subsidiary: There is no judicial, administrative, or arbitral proceeding (iincluding, without limitation, any notice of violation or alleged violation) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance under or that, pursuant relating to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" listLaw to which any Securitization Entity is, or to the knowledge of the Securitization Entities will be, named as a party that is pending or, to the knowledge of the Securitization Entities, threatened.
(iv) No Securitization Entity has received any similar state or federal listwritten request for information, or (2) been notified in writing that it is subject a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or that it is liable under any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party either case, with respect to a release or threatened the release of any Hazardous Substance Materials of Environmental Concern to the environment.
(v) No Securitization Entity has entered into or a violation agreed to any consent decree, order, or alleged violation of settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law, Law that has not been fully and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancefinally resolved.
Appears in 1 contract
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunderSchedule 6.19 attached hereto sets forth: (i) does not contain all facts regarding hazardous substances, hazardous wastes and is not contaminated constituents used, handled, stored or disposed of on the Premises (as herein defined) by any Hazardous SubstanceNorth American, all predecessors in interest and all prior occupants of the Premises, where such use, handling, storage or disposal may reasonably be expected to cause an adverse effect on the business, assets, or the financial condition of North American; (ii) does not contain all reports, studies or documents regarding releases of hazardous substances and has not previously contained hazardous wastes and constituents in, on, under or above the Premises filed with any asbestos or underground storage tanksgovernmental agency by North American, and to the knowledge of North American by all predecessors in interest and all prior occupants of the Premises; and (iii) (A) has never been the subject of any activities representing a violation all studies or alleged violation of any Environmental Law or any report to or action reports authorized by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance fromNorth American, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated North American by any Borrower Affiliate all predecessors in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as interest and all prior occupants of the last date that such Borrower Affiliate owned or operated Premises regarding environmental conditions of the property in questionPremises.
(b) The Borrower Except as set forth in Schedule 6.19 attached hereto, North American is not aware of, nor has received notice of, any past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which may reasonably be expected to interfere with or adversely affect its business, its assets or the financial condition of North American or prevent compliance or continued compliance with Environmental Laws (as herein defined), or may reasonably be expected to give rise to any liability, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, study or investigation, based on or related to the storage, disposal, transport, or handling, or the discharge, release or threatened release into the environment, of any hazardous substance or hazardous wastes or constituents by North American, all predecessors in interest and each Insurance Subsidiaryall prior occupants of the Premises.
(c) For purposes of Section 6.19 of this Agreement: (i) have never sent a Hazardous Substance The term "Environmental Laws" means the collective federal, state, and local statutes, rules, regulations, ordinances and laws relating to a site that is contaminated by any Hazardous Substance environmental conditions or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, hazardous substances as defined currently in any Environmental Law, or to pay for the costs of any such action at the siteeffect; and (ii) are in compliance in all material respects with all Environmental Laws in The term "Premises" shall mean all of their activities and operations; and the leasehold interests held by or property owned by North American (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancethe "Premises").
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (North American Resorts Inc)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all Seller has provided Purchaser copies of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: all:
(i) does not contain and is not contaminated by written notices of a currently pending charge, action, hearing, investigation, claim, demand or notice having been filed or commenced against Seller or any Hazardous Substance; of its Subsidiaries alleging any failure of the Business to comply with, or asserting liability under any Environmental Law concerning (i) the release or threatened release of hazardous material, (ii) does pollution or (iii) protection of the Environment;
(ii) all Permits held by Seller or its Subsidiaries in connection with the Business and related to any Environmental Law; and
(iii) all environmental reports, which are listed on Schedule 4.16(a).
(b) With respect to the Business:
(i) to the Seller’s Knowledge, none of the Owned Real Property or the Leased Real Property is or has been operated in material violation of any Environmental Law;
(A) Neither Seller nor any of its Subsidiaries has, with respect to the Business, transported or disposed, or to Seller’s Knowledge, allowed or arranged for any third parties to transport or dispose of any Hazardous Material or other waste to or at a site which, pursuant to CERCLA or any applicable state law or national or international law equivalent, is undergoing cleanup or has been placed on the National Priorities List, or its state, national or international equivalent; (B) Seller and its Subsidiaries possess all environmental Permits necessary for the operation of the Business as currently conducted and are in compliance with the terms and conditions of such Permits and with applicable Environmental Laws; (C) Seller and its Subsidiaries have not contain submitted and were not required to submit any notice pursuant to Section 103(c) of CERCLA (or any similar notice under equivalent or similar international law or national law requirements) and have not received a request for information under Section 104(e) of CERCLA (or under equivalent or similar international law or national law) and there have been no spills or releases of Hazardous Materials at any Owned Real Property or Leased Real Property that could give rise to any material liability on the part of the Business under any Environmental Law; and (D) Seller has not previously contained undertaken, or been ordered, directed or enjoined to undertake any asbestos response or underground storage tanks; and remedial actions or clean-up actions of any kind by any Governmental Body at any Owned Real Property or Leased Real Property.
(iii) (A) has never been None of the subject of products manufactured by the Business contain, or at any activities representing a violation time have contained, any asbestos or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Lawasbestos-containing material; (B) has not had no asbestos-containing material was used by Seller or its Subsidiaries or, to Seller’s Knowledge, by any release predecessor at any Owned or Leased Real Property, in connection with the production of any Hazardous Substance fromproduct manufactured by the Business; (C) there have been no claims, on, demands or proceedings alleging exposure to asbestos or asbestos-containing material either in any product sold by the Business or upon itat any Owned Real Property or Leased Real Property relating to the operations of the Business; and (CD) has never been the subject of an environmental audit to Seller’s Knowledge, any asbestos or assessment, asbestos-containing material present in any Owned Real Property or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate Leased Real Property is in the past, but good condition (is not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(bfriable form) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) and has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any properly managed by Seller under applicable Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceLaws.
Appears in 1 contract
Sources: Asset Purchase Agreement (Dana Corp)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently Except as would not be material, individually or in the past (all of which Realty owned or operated by any Borrower Affiliate as aggregate, to the portion of the date hereof Transportation Products Business conducted by Seller or as set forth on Section 3.11 of the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: Disclosure Schedule (i) does not contain since January 1, 2009, Seller and is not contaminated by its operations are in material compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with any Hazardous Substanceapplicable environmental Permits required to carry on its portion of the Transportation Products Business as presently conducted; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never there are no Hazardous Materials that have been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report Released to or action from any real property currently, or, to Seller’s Knowledge, formerly owned, leased or operated by Seller, under circumstances that have resulted in or would reasonably be expected to result in a governmental authority pursuant to liability of Seller under any applicable Environmental Law; (Biii) since January 1, 2009, Seller has not had received any release unresolved written notification alleging that it is liable for any Release or threatened Release of Hazardous Materials at any location; (iv) Seller is not the subject of, nor is liable for, any outstanding Governmental Order relating to Environmental Laws or remedial action to clean up, remove, treat or address any Hazardous Material at any location, including pre-remedial studies and investigations or post-remedial monitoring and care; (v) since January 1, 2009, Seller has not received any written claim or complaint, and has not been subject to any proceeding, audit or investigation relating to noncompliance with or violations of any Hazardous Substance fromEnvironmental Laws or Permit or any other liability pursuant to Environmental Law, onand, since January 1, 2009, no such matter has been threatened in or upon itwriting; and (Cvi) has never been the subject of an environmental audit Seller is not a party to any agreement to indemnify or assessmenthold harmless, or remedial action for an environmental problem; provided, however, that the foregoing representationsor, to the extent they relate Seller’s Knowledge, assume responsibility for, any person for any liability or obligation, arising under or relating to Environmental Law, in each case, with respect to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionTransportation Products Business.
(b) The Borrower To Seller’s Knowledge, Seller has provided to Buyer true and each Insurance Subsidiary: (i) have never sent a Hazardous Substance correct copies of all environmental site assessment reports and other material documents relating to a site that is contaminated by any Hazardous Substance the environmental condition or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs status of any such action at currently owned or leased real property of Seller that was used or operated in connection with the site; Transportation Products Business, in each case, created since January 1, 2009 and which are within the possession and control of Seller.
(iic) The representations and warranties set forth in this Section 3.11 are in compliance in all material respects with all Environmental Laws in all of their activities Seller’s sole and operations; exclusive representations and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancewarranties regarding environmental matters.
Appears in 1 contract
Environmental Matters. Except as disclosed in Seller Disclosure Schedule 4.14, or as would not reasonably be expected, individually or in the aggregate, to have a Seller Material Adverse Effect:
(a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as ownership and operation of the date hereof or on the Closing Date being listed Transferred Assets are in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any compliance with applicable Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.Laws;
(b) The Borrower Transferred Assets are not subject to any pending or, to the Knowledge of EQT Gathering and each Insurance Subsidiary: EQT Gathering Holdings, threatened, claim, action, suit, investigation, inquiry or proceeding under any Environmental Laws (including designation of the owner or operator thereof as a potentially responsible party under CERCLA or any similar local or state law);
(c) None of EQT Gathering, AVC or ▇▇▇▇▇ has received any written communication that remains unresolved alleging either or both that (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", ownership and operation of the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined Transferred Assets may be in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, or any Permit issued pursuant to any Environmental Law (including any Environmental Permit), or (ii) EQT Gathering, EQT Gathering Holdings, AVC or ▇▇▇▇▇ may have any liability under any Environmental Law;
(d) All notices, permits, permit exemptions, licenses or similar authorizations, if any, required to be obtained or filed by or on behalf of EQT Gathering, AVC or ▇▇▇▇▇ under any Environmental Laws in connection with its current assets, operations and business have not received notice been duly obtained or filed and are valid and currently in effect, and EQT Gathering, AVC, ▇▇▇▇▇ and the Transferred Assets are in compliance with such authorizations; and
(e) There has been no Release of any claims Hazardous Substance into the environment (i) at, on, under, within or from any person the Transferred Assets, or entity relating to property damage (ii) by EQT Gathering, AVC or ▇▇▇▇▇, or to personal 57 injuries from exposure to any Hazardous Substancethe Knowledge of EQT Gathering and EQT Gathering Holdings, by a third party, in connection with the operation or use of the Transferred Assets, except in compliance with applicable Environmental Laws.
Appears in 1 contract
Sources: Purchase and Sale Agreement (EQT Midstream Partners, LP)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or Seller has at all times been in the past (material compliance with all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)Environmental Laws governing its Business, including operations, properties, and assets, including, without limitation the improvements thereon and the soil and groundwater thereunderlimitation: (i) does not contain all requirements relating to the Discharge and is not contaminated by any Handling of Hazardous SubstanceSubstances; (ii) does not contain all requirements relating to notice, record keeping, and has not previously contained any asbestos or underground storage tanksreporting; and (iii) all requirements relating to obtaining and maintaining Permits for the ownership of its properties and assets and the operation of the Business, including Permits relating to the Handling and Discharge of Hazardous Substances; or (Aiv) has never been the subject of any activities representing a violation all applicable writs, orders, judgments, injunctions, governmental communications, decrees, informational requests, or alleged violation of demands issued pursuant to, or arising under, any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower AffiliatesLaws. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.29
(b) The Borrower There are no (and each Insurance Subsidiaryto the Knowledge of the Shareholders or Seller, there is no basis for any) orders, warning letters, notices of violation (collectively "Notices") or Proceedings pending or, to Seller's and Shareholders' Knowledge, threatened against or involving Seller, the Business, or the Acquired Assets issued by any Governmental Authority or third party with respect to any Environmental Laws or Permits issued to Seller thereunder in connection with, related to, or arising out of the ownership by Seller of its properties or assets or the operation of the Business which have not been resolved to the satisfaction of the issuing Governmental Authority or third party in a manner that would not impose any material obligation, burden, or continuing liability on Buyer in the event that the transactions contemplated by this Agreement are consummated, or which could have a material adverse effect on Seller's Business, financial condition, or results of operations including, without limitation: (i) have never sent Notices or Proceedings related to Seller being a potentially responsible party for a federal or state environmental cleanup site or for corrective action under any applicable Environmental Laws; (ii) Notices or Proceedings in connection with any federal or state environmental cleanup site, or in connection with any of the real property or premises where Seller has transported, transferred, or disposed of Hazardous Substance Substances; (iii) Notices or Proceedings relating to Seller being responsible to undertake any response or remedial actions or clean-up actions of any kind; or (iv) Notices or Proceedings related to Seller being liable under any Environmental Laws for personal injury, property damage, natural resource damage, or clean up obligations.
(c) Except as set forth on Schedule 4.20(c), Seller has not Handled or Discharged, nor to the Knowledge of Shareholders or Seller, allowed or arranged for any third party to Handle or Discharge, Hazardous Substances to, at, or upon: (i) any location other than a site that is contaminated by lawfully permitted to receive such Hazardous Substances; (ii) any Hazardous Substance of the Real Property or thatleased real property; or (iii) any site (x) which, pursuant to CERCLA or any Environmental Law, (1) similar state law has been placed on the "National Priorities List"List or its state equivalent; or (y) with respect to which the Environmental Protection Agency or the relevant state agency or other Governmental Authority has notified Seller that such Governmental Authority has proposed or is proposing to place on the National Priorities List or its state equivalent. There has not occurred, the "CERCLIS" listnor is there presently occurring, a Discharge, or threatened Discharge, of any similar state or federal listHazardous Substance on, into, or (2) is subject to or beneath the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Lawsurface of, or to pay for the costs Knowledge of Shareholders or Seller, adjacent to, any of the Real Property in an amount or otherwise requiring a Notice or report to be made to a Governmental Authority or in violation of any such action at applicable Environmental Laws.
(d) Schedule 4.20(d) identifies the siteoperations and activities, and locations thereof, which have been conducted and are being conducted by Seller, on any of the Real Property or Leased Property which have involved the Handling or Discharge of Hazardous Substances.
(e) Except as set forth on Schedule 4.20(e), Seller does not use, and has never used, any Aboveground Storage Tanks or Underground Storage Tanks, and there are not now nor 30 have there ever been any Underground Storage Tanks beneath any of the Real Property or leased property that are required to be registered and/or upgraded under applicable Environmental Laws.
(f) Schedule 4.20(f) identifies (i) all environmental audits, assessments, or occupational health studies undertaken since January 1, 1994 by Seller or its agents or undertaken by any Governmental Authority or any third party, relating to or affecting Seller or any of the Real Property or leased real property; (ii) are the results of any ground, water, soil, air, or asbestos monitoring undertaken by Seller or its agents or undertaken by any Governmental Authority or any third party, relating to or affecting Seller or any of the Real Property which indicate the presence of Hazardous Substances at levels requiring a notice or report to be made to a Governmental Authority or in compliance in violation of any applicable Environmental Laws; (iii) all material respects with all written communications between Seller or Shareholders and any Governmental Authority arising under or related to Environmental Laws in all of their activities and operationsLaws; and (iiiiv) are not involved in any suit all outstanding citations issued under OSHA, or proceeding and have not received any notice similar state or request for information from any governmental authority local statutes, laws, ordinances, codes, rules, regulations, orders, rulings, or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Lawdecrees, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to affecting either Seller or any Hazardous Substanceof the Real Property or leased property.
Appears in 1 contract
Environmental Matters. Except as set forth in Section 5.10 of the Disclosure Schedule:
(a) The Realty owned or operated by each Borrower Affiliate currently or in Except as would not have an Environmental Material Adverse Effect, the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon DE Entities and the soil LLCs have operated the Assets and groundwater thereunder: (i) does not contain the Businesses in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and is not contaminated by any Hazardous Substance; (ii) does not contain obligations of Environmental Laws and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject related orders of any activities representing a violation court or alleged violation of any other Governmental Authority;
(b) Except as would not have an Environmental Law Material Adverse Effect, there are no Claims or any report to Proceedings pending or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to DETTCO, threatened by or before any Realty owned court or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as other Governmental Authority directed against any of the last date DE Entities or the LLCs that such Borrower Affiliate owned pertain or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: relate to (i) have never sent a Hazardous Substance to a site that is contaminated any remedial obligations under any applicable Environmental Law, (ii) violations by any Hazardous Substance of the DE Entities or that, pursuant to the LLCs of any Environmental Law, (1iii) has personal injury or property damage claims relating to a release of chemicals or Hazardous Materials, or (iv) response, removal, or remedial costs under CERCLA, RCRA or any similar state laws in each case to the extent pertaining to the operation of the Assets or Businesses;
(c) Except as would not have an Environmental Material Adverse Effect, (i) all Environmental Permits required under Environmental Laws that are necessary to the operation of the Assets or the Businesses by the DE Entities or the LLCs have been placed obtained and are in full force and effect and DETTCO is unaware of any basis for revocation or suspension of any such Environmental Permits; and (ii) the DE Entities' and the LLCs' facilities subject to such Environmental Permits were constructed and have been operated by the DE Entities and/or the LLCs during their ownership or operation thereof in accordance with the representations and conditions made or set forth in the Environmental Permit applications and the Environmental Permits for the DE Entities and the LLCs;
(d) Except as would not have an Environmental Material Adverse Effect, no portion of any of the Assets is listed on the "National Priorities List"List or the Comprehensive Environmental Response, the "CERCLIS" listCompensation, and Liability Information System list under CERCLA, or any similar ranking or listing under any state law;
(e) To the knowledge of DETTCO, except as would not have an Environmental Material Adverse Effect, all Hazardous Materials generated by the DE Entities or federal listthe LLCs in connection with the operation of the Assets or the Businesses have been transported, stored, treated and disposed of by carriers or treatment, storage and disposal facilities authorized or maintaining valid Environmental Permits under all applicable Environmental Laws;
(f) To the knowledge of DETTCO, except as would not have an Environmental Material Adverse Effect, no person has disposed of or released any Hazardous Materials on, at, or under any properties included in the Assets, except in compliance with Environmental Laws;
(g) Except as would not have an Environmental Material Adverse Effect, DETTCO has no knowledge of any specific facts or circumstances which could reasonably be expected to result in any liability to the DE Entities, the LLCs or Partnership with respect to the current or past operations of the Assets or the Businesses in connection with (i) any release, transportation or disposal of any Hazardous Materials, or (2ii) is subject to any action taken or the source omitted that was not in full compliance with or was in violation of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any applicable Environmental Law; and
(h) There are no written notices of violation, non-compliance, or similar notifications relating to pay for Environmental Liabilities currently pending or, to DETTCO's knowledge, threatened, relating or pertaining to the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit Assets or proceeding and have not received any notice or request for information from any governmental authority or other third party Businesses. Except with respect to a release or threatened release the representation of any Hazardous Substance or a violation or alleged violation of DETTCO contained in Section 5.3(a), notwithstanding anything to the contrary in this Agreement (including without limitation the representations contained in Sections 5.3(b), 5.8 and 5.14), the foregoing representations and warranties in this Section 5.10 are the exclusive representations made by DETTCO with respect to any Environmental Law, and have not received notice of any claims from any person Conditions or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceEnvironmental Liabilities.
Appears in 1 contract
Environmental Matters. (ai) The Realty owned or operated by each Borrower Affiliate currently or Company and its Subsidiaries are and, since January 1, 2019, have been, in the past (compliance with all applicable Environmental Laws, which compliance will be deemed to include obtaining and maintaining all of which Realty owned the Environmental Permits necessary for the continued conduct of the operations of the Company or operated by any Borrower Affiliate Subsidiary as such activities are currently being conducted, except for any instances of non-compliance that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (ii) to the Knowledge of the Company, all Company Products comply with the restricted substance requirements set forth in Annex II of the EU RoHS Directive; and (iii) all Company Products comply with all customer environmental, health and safety requirements and specifications.
(b) Except as has not and would not reasonably be material to the Company and its Subsidiaries, taken as a whole, (i) as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and no Legal Proceeding is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessmentpending, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge Knowledge of the Borrower Affiliates. With respect to any Realty owned Company, threatened, concerning or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant relating to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" listEnvironmental Permit, or any similar state or federal list, or (2) is subject to or Hazardous Materials Activity of the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" Company or any other "response" action, as defined in Subsidiary and neither the Company nor any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not Subsidiary has received any notice or written information request for information from any governmental authority or other third party with respect Governmental Entity pursuant to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have (ii) except as would not received notice reasonably be expected to be material to the Company and its Subsidiaries, taken as whole, since January 1, 2019, neither the Company nor any of its Subsidiaries has engaged in any Hazardous Material Activity that would reasonably be expected to result in a Legal Proceeding under Environmental Law or a requirement for investigation or material remedial activity under Environmental Law.
(c) Except as has not and would not reasonably be material to the Company and its Subsidiaries, taken as a whole, (i) no Hazardous Materials are present on any Business Facility currently owned, operated, or leased by the Company or any Subsidiary or were present on any other Business Facility at the time it ceased to be owned, operated, or leased by the Company, any Subsidiary, or any of their predecessors; and (ii) there are no underground storage tanks, asbestos which is friable or likely to become friable or polychlorinated biphenyls Table of Contents present on any Business Facility currently owned, operated, or leased by the Company or any of its Subsidiaries. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no lien imposed pursuant to Environmental Law is present on any Owned Real Property.
(d) To the Knowledge of the Company, as of the date of this Agreement, there is no fact or circumstance which could result in any Liability arising under Environmental Law that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has, either through Contract or by operation of law, assumed or agreed to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other Person with respect to any material Liabilities arising under Environmental Laws.
(e) The Company has delivered or made available to Parent all material environmental, health and safety records in the Company’s and its Subsidiaries’ possession concerning the Hazardous Materials Activities of the Company and its Subsidiaries, including all notices of non-compliance or violation of Environmental Laws and all Environmental Permits, environmental audits and environmental assessments of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceBusiness Facility.
Appears in 1 contract
Environmental Matters. Except for such matters as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Navigant: (a) The Realty owned the properties, operations and activities of Navigant and its subsidiaries are in compliance with all applicable Environmental Laws (as defined below) and Environmental Permits (as defined below) and all past noncompliance of Navigant or operated by each Borrower Affiliate currently any of its subsidiaries with any Environmental Laws or in the past Environmental Permits has been resolved without any pending, ongoing or future obligation, cost or liability; (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon b) Navigant and its subsidiaries and the soil properties and groundwater thereunder: (i) does operations of Navigant and its subsidiaries are not contain and is not contaminated subject to any existing, pending, or, to the knowledge of Navigant, threatened, Action by or before any Hazardous SubstanceGovernmental Authority under any Environmental Laws; (iic) does not contain and there has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any no release of any Hazardous Substance from, on, in or upon it; and Material (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined below) into the environment by Navigant or its subsidiaries or in any Environmental Law, connection with their current or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and former properties or operations; and (iiid) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release there has been no exposure of any Hazardous Substance Material, pollutant or contaminant in connection with the current or former properties, operations and activities of Navigant and its subsidiaries. Except for such matters as would not, individually or in the aggregate, have or reasonably be expected to have a violation Material Adverse Effect on Navigant, neither Navigant nor its subsidiaries has knowledge of or alleged violation of any Environmental Law, and have not has received notice of any claims from past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance by Navigant or its subsidiaries with any person Environmental Laws. “Environmental Laws” means all United States federal, state or entity local or foreign laws relating to property damage pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to personal 57 injuries from exposure emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or industrial, toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder. “Environmental Permit” means any permit, approval, grant, consent, exemption, certificate order, easement, variance, franchise, license or other authorization required under or issued pursuant to any Hazardous Substanceapplicable Environmental Laws.
Appears in 1 contract
Environmental Matters. Except as would not be or reasonably be expected to be, individually or in the aggregate, material to the Acquired Assets and Assumed Liabilities, taken as a whole, (a) The Realty owned each Seller (with respect to the Business) and Acquired Entity is, and since January 1, 2019 has been, in compliance with all applicable Environmental Laws and obtained and maintained compliance with all Governmental Authorizations required to be maintained by such Seller or operated by each Borrower Affiliate currently Acquired Entity pursuant to applicable Environmental Laws, (b) no notice of violation of, or in the past (all notice of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)Liability arising under, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law has been received by any Seller or Acquired Entity since January 1, 2019, the substance of which has not been fully resolved, (c) no Action is pending, threatened in writing, or, to the Knowledge of Sellers, threatened in writing or orally against any report to Seller or action by a governmental authority pursuant to Acquired Entity under any Environmental Law; , (Bd) the Seller and Acquired Entity are not subject to any Order pursuant to Environmental Laws relating to the Business under which there are uncompleted, outstanding or unresolved obligations on their respective parts, (e) neither the Sellers nor any Acquired Entity has not had any release of treated, stored, disposed of, arranged for the disposal of, transported, handled, Released, manufactured, imported, exported, packaged, labeled, or sold any Hazardous Substance fromMaterial, including at any Real Property, and to the Knowledge of the Sellers no Hazardous Material is present at, on, in or upon it; and (C) under any Real Property, in any such case in a quantity or condition that requires investigation, remediation or monitoring pursuant to Environmental Law, is in material violation of Environmental Law, has never been the subject resulted in any material exposure of an environmental audit any Person to a Hazardous Material or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, would otherwise reasonably be expected to result in a material Liability to the extent they relate to Acquired Entities or the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Purchaser under Environmental Law, (1f) has been placed on the "National Priorities List", the "CERCLIS" list, Acquired Entities have not expressly assumed by contract any material Liability of any other Person pursuant to Environmental Law; (g) no Real Property is located or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" constructed in permanent preservation areas or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operationslegally protected area; and (iiih) are not involved in any suit or proceeding Sellers have made available to Purchaser copies of all material environmental reports, data, studies, investigations and have not received any notice or request for information from any governmental authority or other third party correspondence with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure Government Bodies related to any Hazardous SubstanceAcquired Entity or Real Property.
Appears in 1 contract
Environmental Matters. (a) The Realty owned BE&K and each Subsidiary of BE&K has been and is in compliance with all applicable orders of any court, Governmental Agency or operated by each Borrower Affiliate currently arbitration board or tribunal and any Applicable Law or other legal requirement (including common law) related to human health and the environment (“Environmental Laws”) except for such matters as, individually or in the aggregate, have not had and are not reasonably likely to have a BE&K Material Adverse Effect. There are no past (all or present facts, conditions or circumstances that interfere with the conduct of which Realty owned any of their respective businesses in the manner now conducted or operated by that interfere with continued compliance with any Borrower Affiliate as of Environmental Law, except for any non-compliance or interference that, individually or in the date hereof or on the Closing Date being listed in SCHEDULE 6.21)aggregate, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does has not contain had and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing reasonably likely to have a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionBE&K Material Adverse Effect.
(b) The Borrower Except for such matters as, individually or in the aggregate, have not had and each Insurance Subsidiary: (i) are not reasonably likely to have never sent a Hazardous Substance BE&K Material Adverse Effect, no judicial or administrative proceedings or governmental investigations are pending or, to a site the knowledge of BE&K, threatened against BE&K or its Subsidiaries that is contaminated by any Hazardous Substance allege asbestos-related injuries or that, the violation of or seek to impose liability pursuant to any Environmental Law, (1) has been placed and there are no facts, conditions or circumstances at, on the "National Priorities List", the "CERCLIS" listor arising out of, or otherwise associated with, any similar state current (or, to the knowledge of BE&K or federal listits Subsidiaries, former) businesses, assets or properties of BE&K or any Subsidiary of BE&K, including on-site or off-site disposal, release or spill of any material, substance or waste classified, characterized or otherwise regulated as hazardous, toxic, contaminant, solid or hazardous waste, or words of similar meaning under Environmental Laws, including petroleum, petroleum products or byproducts, or radioactive source materials (2“Hazardous Materials”) is subject that violate any Environmental Law or are reasonably likely to give rise to (i) costs, expenses, liabilities or the source of a claimobligations for any investigation, an administrative order cleanup, remediation, disposal or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in corrective action under any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and liability for personal injury, property damage or damage to natural resources, or (iii) fines, penalties or injunctive relief.
(c) There is not currently, and since April 1, 2003 there has not been, any asbestos or asbestos-containing materials present at any of the businesses, assets or properties owned by BE&K or any of its Subsidiaries (and with respect to properties leased by BE&K or any of its Subsidiaries, to the knowledge of BE&K), except where such asbestos or asbestos-containing materials are not involved in managed pursuant to a regulatorily-compliant asbestos management plan so as to render them non-friable. None of BE&K or any suit or proceeding and have not of its Subsidiaries has received any notice of liability or request for information from of potential liability, or any governmental authority claim, demand, order or judgment alleging that releases of asbestos or asbestos-containing materials into the environment have occurred, and that such releases have formed the basis on any liability in tort or in law. Since April 1, 2003, none of BE&K or any of its Subsidiaries has placed into commerce any asbestos or asbestos-containing materials, whether through the manufacture, sale or installation thereof, or otherwise (other third party than with respect to the installation of gaskets utilizing non-friable asbestos). The first and third sentences of this paragraph (c) shall be qualified with respect to each entity that became a release Subsidiary of BE&K after April 1, 2003 such that such sentences shall apply to each such Subsidiary (i) only during the time that the entity has been a Subsidiary of BE&K and (ii) for all other times since April 1, 2003 that such entity was not a Subsidiary of BE&K and was in existence, then to the knowledge of BE&K.
(d) Neither BE&K nor any of its Subsidiaries has (i) since April 4, 2005, received any notice of noncompliance with, violation of, or threatened release liability or potential liability under any Environmental Law or (ii) since April 4, 2005, entered into any consent decree or order or is subject to any order of any court or Governmental Agency or tribunal under any Environmental Law or relating to the cleanup of any Hazardous Substance or a violation or alleged violation of Materials, except for any Environmental Law, and such matters as have not received notice of any claims from any person or entity relating had and are not reasonably likely to property damage or to personal 57 injuries from exposure to any Hazardous Substancehave a BE&K Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Kbr, Inc.)
Environmental Matters. Except as set forth on Schedule 7.19 hereto,
(a) The Realty owned or operated by each Borrower Affiliate currently or IQB is in the past (compliance with all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)applicable federal, including without limitation the improvements thereon state and the soil local laws and groundwater thereunder: (i) does not contain regulations relating to pollution control and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the pastcontamination including, but not currently owned limited to, all laws and regulations governing the generation, use, collection, treatment, storage, transportation, recovery, removal, discharge or operated by such Borrower Affiliatedisposal of Hazardous Materials (and all laws and regulations with regard to record keeping, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.notification and reporting requirements respecting Hazardous Materials;
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by IQB has not received any Hazardous Substance or that, pursuant notice from any Governmental Entity with respect to any Environmental Lawalleged violation by it of any applicable federal, state or local environmental or health and safety statutes and regulations in connection with IQB's operations, nor is there any basis therefor;
(1c) IQB has not been alleged to be in violation of, or has been placed on subject to any administrative or judicial proceeding pursuant to, such laws and regulations, either now or at any time during the "National Priorities List"past five years;
(d) There are no permits, licenses, consents, filings or other approvals necessary or required to be obtained or made by laws and regulations relating to Hazardous Material, pollution controls and environmental contamination in connection with IQB's business;
(e) IQB is not a party to any contract or other agreement relating to the "CERCLIS" liststorage, transportation, treatment or disposal of Hazardous Materials;
(f) There are no claims or facts or circumstances that IQB reasonably believes could form the basis for the assertion of any claim relating to environmental matters involving IQB, including, but not limited to, any claim arising from past or present practices of the business of IQB, or with respect to properties now or previously owned or leased, as asserted under CERCLA, or RCRA, or any other federal, state or local environmental statute, or the generation, use, treatment, disposal, discharge, ownership, operation, transportation, storage of Hazardous Materials, or any other related act or omission of IQB;
(g) IQB is not subject to any remedial obligation under applicable law or administrative order or decree pertaining to environmental, health or safety statutes or regulations, including, without limitation, CERCLA, RCRA or any similar state statute;
(h) To IQB's Knowledge, no Hazardous Material or federal list, other substances known or (2) is subject suspected to pose a threat to health or the source environmental have been disposed of a claimor otherwise released on or near any real property or improvements of IQB, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined and there are no off-site locations where Hazardous Materials associated in any Environmental Lawway with IQB have been generated, used, collected, treated, stored, transported, recycled, discharged or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancedisposed of.
Appears in 1 contract
Sources: Merger Agreement (Iq Biometrix Inc)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or in the past Seller Parties and their respective Affiliates (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, with respect to the extent they relate to the period prior to the time the Realty Business) have complied and are in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.compliance with all applicable Environmental Laws;
(b) The Borrower No Seller Party nor any of its Affiliates (with respect to the Business) has engaged in any Hazardous Substances Activity except in compliance with all Environmental Laws;
(c) No Seller Party nor any of its Affiliates (with respect to the Business) has received any written or, to the Knowledge of Seller, any unwritten Environmental Notice or Environmental Claim, the subject of which is pending or unresolved or which involves ongoing obligations or requirements, and each Insurance Subsidiary: there are no circumstances that could reasonably be expected to form the basis of any such Environmental Notice or environmental Claim;
(id) have never sent a Hazardous Substance There are no ongoing or, to a site that is contaminated the Knowledge of Seller, imminent, anticipated or threatened, Legal Proceedings against any Seller Party or any of its Affiliates (with respect to the Business), or investigations by any Hazardous Substance or thatGovernmental Authority, pursuant to any Environmental LawLaws, and there are no circumstances that could reasonably be expected to form the basis for any such Legal Proceedings or investigations by any Governmental Authority;
(1e) No Hazardous Substances have been Released on, at, under or from, or transported from, any property or facilities currently or formerly owned, leased, or operated by any Seller Party, any of its Affiliates or any of their respective predecessors, in a condition, concentration or manner or to a location which could reasonably be expected to give rise to any Environmental Liabilities under any Environmental Law or Environmental Permit, or require any material Hazardous Substances Activity or Remedial Action.
(f) There are no ongoing or, to the Knowledge of Seller, imminent, anticipated or threatened, Legal Proceedings against any Seller Party or any of its Affiliates (with respect to the Business), or investigations by any Governmental Authority, pursuant to any Environmental Laws;
(g) No Seller Party nor any of its Affiliates (with respect to the Business) is responsible for, nor has any of them agreed to assume responsibility for, any Remedial Action;
(h) No Seller Party nor any of its Affiliates (with respect to the Business) has been placed on the "National Priorities List", the "CERCLIS" listidentified as, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from indicating that it may be, a responsible party or potentially responsible party at any governmental authority property or other third party site;
(i) No real property formerly owned, operated or leased by any Seller Party, any of its Affiliates or any of their respective predecessors (in each case with respect to a release the Business), nor any Disposal Location, is listed on, or threatened release has been proposed for listing on, the National Priorities List or any similar list of any Governmental Authority of sites requiring investigation or Remedial Action.
(j) There are no underground storage tanks (active or abandoned), polychlorinated biphenyls or polychlorinated biphenyl-containing equipment, asbestos or asbestos-containing materials, lead-based paint or other lead-containing materials, or Hazardous Substance Substances landfills, impoundments or disposal facilities, associated with any of the Assets.
(k) No Seller Party nor any of its Affiliates (with respect to the Business) has any obligations or Liabilities under any settlement or other agreement with any Governmental Authority or other Person (other than under agreements for services entered into with customers in the Ordinary Course of Business) related to Environmental Laws, Environmental Permits, or Hazardous Substances that have not been fully complied with, satisfied and completed;
(l) The Seller Parties have delivered to Purchaser all reports and other documents related to environmental, ecological, human health or natural resource assessments, investigations, studies, audits, tests, reviews or other analyses are in the possession or control of the Seller Parties with respect to the Business or any Disposal Location.
(m) Schedule 2.18(m) sets forth a violation true and complete list of all Environmental Permits held by any Seller Party or alleged violation any of its Affiliates with respect to the Business, and the expiration date of each such Environmental Permit (if applicable) for the conduct of the Business as presently conducted. The Seller Parties have delivered to Purchaser true and complete copies of all such Environmental Permits. All such Environmental Permits are in full force and effect in accordance with all applicable Environmental Laws. All applications or notices required to have been filed for the renewal or extensions of such Environmental Permits have been duly filed on a timely basis with the appropriate Governmental Authority. No Seller Party nor any of its Affiliates (with respect to the Business) has been notified that such renewals or extensions will be withheld or delayed, or of any Environmental Lawactual or potential material adverse change in the status, and have not received notice terms or conditions of any claims from any person or entity relating such Environmental Permits. No Environmental Permit other than those listed on Schedule 2.18(m) is required in order to property damage or to personal 57 injuries from exposure to any Hazardous Substanceconduct the Business as presently conducted in all material respects.
Appears in 1 contract
Sources: Asset Purchase Agreement (Sterling Infrastructure, Inc.)
Environmental Matters. (a) The Realty owned Neither Datatec nor any Subsidiary is the subject of, or operated by each Borrower Affiliate currently or in being threatened to be the past (all subject of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; enforcement proceeding, or (ii) does not contain and has not previously contained any asbestos investigation, brought in either case under any Federal (United States or underground storage tanks; and otherwise), state or local environmental law, rule, regulation, or ordinance at any time in effect or (iii) (A) any third party claim relating to environmental conditions on or off the properties of Datatec or the Subsidiaries. Neither Datatec nor any Subsidiary has never been notified that it must obtain any permits and licenses or file documents for the subject operation of its business under federal, state and local laws relating to pollution protection of the environment. Except as set forth in SCHEDULE 3.19 hereto, neither Datatec nor any Subsidiary has been notified of any activities representing a violation conditions on or alleged violation off the properties of Datatec or any Subsidiary which will give rise to any liabilities, known or unknown, under any Federal (United States or otherwise), state or local environmental law, rule, regulation or ordinance, or as the result of any Environmental Law claim of any third party. For the purposes of this Section 3.19, an investigation shall include, but is not limited to, any written notice received by Datatec or any report Subsidiary which relates to the onsite or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release offsite disposal, release, discharge or spill of any Hazardous Substance fromwaste, onwaste water, in pollutant or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questioncontaminants.
(b) Except as set forth in SCHEDULE 3.19 hereto, there are no toxic wastes or other toxic or hazardous substances or materials, pollutants or contaminants which Datatec or any Subsidiary (or, to the best of Datatec's knowledge, without independent inquiry, any previous occupant of Datatec's facilities) has used, stored or otherwise held in or on any of the facilities of Datatec or any Subsidiary, which, are present at or have migrated from the facilities, whether contained in ambient air, surface water, groundwater, land surface or subsurface strata. The Borrower facilities have been maintained by Datatec and each Insurance Subsidiary: Subsidiary in material compliance with all environmental protection, occupational, health and safety or similar laws, ordinances, restrictions, licenses, and regulations. Neither Datatec nor any Subsidiary has disposed of or arranged (iby contract, agreement or otherwise) have never sent a Hazardous Substance to a for the disposal of any material or substance that was generated or used by Datatec or any Subsidiary at any off-site location that has been or is contaminated listed or proposed for inclusion on any list promulgated by any Hazardous Substance Governmental Authority for the purpose of identifying sites which pose a danger to health and safety. There have been no environmental studies, reports and analyses made or that, pursuant prepared in the last five years relating to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, facilities of Datatec or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or Subsidiary. Neither Datatec nor any other "response" action, as defined Subsidiary has installed any underground storage tanks in any Environmental Lawof its facilities and, or to pay for the costs best of Datatec's knowledge, none of such facilities contain any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substanceunderground storage tanks.
Appears in 1 contract
Environmental Matters. Except as set forth in Schedule 4.24:
(a) The Realty owned and any other real property owned, leased or operated by each Borrower Affiliate Seller in connection with the Business currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being and other real property is listed in SCHEDULE 6.21Schedule 4.24), including without limitation the improvements thereon and the soil and groundwater thereunder: , (i) does not contain and is not contaminated by any Hazardous SubstanceMaterial, other than Hazardous Exhibit 2.4 (continued) Materials at naturally occurring background levels and Hazardous Materials properly stored and used in the ordinary course of business as listed on current MSDS reports for each facility operated by the Business; (ii) does not contain and has not previously contained any asbestos or underground storage tankstanks (other than one petroleum underground storage tank located on the Leased Realty); and (iii) has never been used for the generation, treatment, storage or disposal of any Hazardous Material (Aother than in the ordinary course of business in compliance with applicable Environmental Laws), or for mining, land filling, dumping, gasoline station, dry cleaning or commercial petroleum product storage purposes; (iv) has never not been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental LawLaw within the past five years, and is in compliance in all material respects with all Environmental Laws; (Bv) does not otherwise contain a condition that is a threat to the safety or health of the public or environment; (vi) has not had any release of any Hazardous Substance Material from, on, in or upon itit (other than in the ordinary course of business in compliance with applicable Environmental Laws) and does not face any current risk, to Seller's knowledge, of contamination by any Hazardous Material from any nearby property; and (Cvii) to Seller's knowledge, has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated problem performed by a Borrower Affiliate, shall be limited to the knowledge Person other than Seller or an agent of the Borrower AffiliatesBuyer in connection with this Agreement. With respect to any Realty owned real property owned, leased or operated by any Borrower Affiliate Seller in the pastpast in connection with the Business, but not currently owned owned, leased or operated by such Borrower AffiliateSeller, the representations set forth above in this SECTION 6.21 Section 4.24 shall be deemed to apply as of the last date that such Borrower Affiliate owned Seller owned, leased or operated the property in question.
(b) The Borrower and each Insurance SubsidiaryExcept as set forth in Schedule 4.24, in connection with the Business, Seller: (i) have has never sent a Hazardous Substance Material to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are is in material compliance in all material respects with all Environmental Laws in all of their its activities and operations; and (iii) are is not involved in any suit or proceeding Exhibit 2.4 (continued) and have has not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance Material or a violation or alleged violation of any Environmental Law, and have has not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceMaterial; and (iv) has timely filed every report required to be filed, acquired all necessary material certificates, approvals and permits (all of which shall be transferred to Buyer to the extent permitted by law, none of which shall be lost or materially modified as a result of this transaction other than as required by law and all of which are listed on Schedule 4.12, which also specifically identifies any such material certificates, approval or permit that are not permitted by law to be transferred or may be lost or materially modified as a result of this transaction as required by law), and generated and maintained all required data, documentation and records under all Environmental Laws.
Appears in 1 contract
Environmental Matters. Except as disclosed in the Environmental Reports or on Schedule 4.18 (Environmental Matters):
(a) The Realty the operations of the Company and each of its Subsidiaries have been and, as of the date hereof, are in compliance with all Environmental Laws, including obtaining and complying with all required environmental, health and safety Permits, other than non-compliances that, in the aggregate, would not have a Material Adverse Effect;
(b) none of the Company or any of its Subsidiaries or any Real Property currently or, to the knowledge of each Borrower, previously owned, operated or leased by or for the Company or any of its Subsidiaries is subject to any pending or, to the knowledge of each Borrower, threatened, claim, order, agreement, notice of violation, notice of potential liability or is the subject of any pending or threatened proceeding or governmental investigation under or pursuant to Environmental Laws other than those that, in the aggregate, would not have a Material Adverse Effect;
(c) none of the Real Property owned or operated by the Company or any of its Subsidiaries is a treatment, storage or disposal facility requiring a Permit under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the regulations thereunder or any state analog, in each Borrower Affiliate currently or in case to the past extent applicable;
(all of which Realty owned or operated by any Borrower Affiliate d) as of the date hereof hereof, there are no facts, circumstances or on conditions arising out of or relating to the Closing Date being listed in SCHEDULE 6.21), including without limitation operations or ownership of the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law Company or any report of its Subsidiaries or of Real Property owned, operated or leased by the Company or any of its Subsidiaries that are not specifically included in the financial information furnished to or action by the AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY Lenders other than those that, in the aggregate, would not have a governmental authority pursuant Material Adverse Effect;
(e) as of the date hereof, no Environmental Lien has attached to any Environmental Law; (B) has not had property of the Company or any release of any Hazardous Substance fromits Subsidiaries and, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect each Borrower, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply property; and
(f) as of the last date that such Borrower Affiliate owned or operated Effective Date, the property in question.
(b) The Borrower Company and each Insurance Subsidiary: (i) of its Subsidiaries have never sent a Hazardous Substance provided the Lenders with copies of all material environmental audits, studies, assessments, inspections, investigations or other environmental reports relating to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", operations of the "CERCLIS" list, Company or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" its Subsidiaries or any other "response" action, as defined in any Environmental Law, or to pay for the costs Real Property of any such action at the site; (ii) of them that are in compliance in all material respects with all Environmental Laws in all the possession, custody or control of their activities and operations; and (iii) are not involved in the Company or any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substanceits Subsidiaries.
Appears in 1 contract
Sources: Credit Agreement (S&c Holdco 3 Inc)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)Lessor represents, including without limitation the improvements thereon covenants and the soil and groundwater thereunder: warrants to Lessee that:
(i) does no notices, complaints or orders of violation or non-compliance of any nature whatsoever have been issued to Lessor or, to Lessor’s actual knowledge, to any Person regarding the Premises, and to Lessor’s actual knowledge, no federal, state or local environmental investigation or legal action by a private party is pending or overtly threatened, in each case with regard to the Premises or any use thereof or any alleged violation of, or strict liability arising under, Environmental Laws with regard to the Premises; to Lessor’s actual knowledge, no liens have been placed upon the Premises in connection with any actual or alleged liability under any Environmental Laws;
(ii) the Premises (a) have not contain been used by Lessor or to Lessor’s actual knowledge by any other Person to generate, manufacture, refine, produce or process any Hazardous Substance or to store, handle, transfer or transport any Hazardous Substance other than normal and is lawful uses of such Hazardous Substances, taking into account Lessor’s use of the Premises, in lawful quantities and in compliance with Environmental Laws, and (b) will not contaminated be used by Lessor or any other Person acting under Lessor’s actual control (which excludes among others, Lessee and its agents, employees, officers, representatives, licensees, invitees and all inmates) at any time during the Term to generate, manufacture, refine, produce or process any Hazardous Substance or to store, handle, transfer or transport any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and ;
(iii) to Lessor’s actual knowledge, no Hazardous Substances have been disposed of or otherwise released on, from or to the Premises except in compliance with applicable Environmental Laws;
(Aiv) has never been the subject use which Lessor makes and intends to make of any activities representing a violation the Premises will not result in the disposal or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any other release of any Hazardous Substance from, Substances on, in from or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty Premises except in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questioncompliance with applicable Environmental Laws.
(bv) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site Lessor has no notice or knowledge that is contaminated by any Hazardous Substance or that, lien has been created on the Premises pursuant to any Environmental Law, (1) has been placed nor, Lessor’s actual knowledge, is the Premises listed on or proposed for listing on the "National Priorities List", the "CERCLIS" list, List under CERCLA or any similar state registry.
(vi) Lessor has no actual notice or federal list, or (2) is subject actual knowledge that any lien has been created on the Premises pursuant to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, nor, to Lessor’s actual knowledge, are the Premises listed on or proposed for listing on the National Priorities List under CERCLA or any similar state registry.
(b) Lessee represents, covenants and warrants to pay for Lessor that:
(i) at all times during the costs Term, the Premises, Lessee, and all of its officers, employees, agents, representatives, licensees, invitees, inmates, sublessees and any such action assignee of Lessee shall comply in all respects with all applicable Environmental Laws; Lessee has, and will ensure that Lessee and all of its officers, employees, agents, representatives, licensees, and invitees have obtained all permits, licenses, and any other authorizations to conduct operations at the sitePremises that are required under all applicable Environmental Laws; Lessee is, and will take all reasonable steps to ensure that Lessee and all of its officers, employees, agents, representatives, licensees, invitees and inmates of the Premises are, in compliance with all terms and conditions of all permits, licenses, and any other authorizations required under all applicable Environmental Laws;
(ii) are in compliance at all times during the Term, the Premises, Lessee, all sublessees and any assignee of Lessee shall comply in all material respects with all applicable Environmental Laws Laws; Lessee has and will ensure that all sublessees of the Premises have, obtained all permits, licenses, and any other authorizations to conduct operations at the Premises that are required under all applicable Environmental Laws; Lessee is, and will take all reasonable steps to ensure that all sublessees of the Premises are, in compliance with all terms and conditions of their activities all permits, licenses, and operations; and any other authorizations required under all applicable Environmental Laws;
(iii) are not involved no notices, complaints or orders of violation or non-compliance of any nature whatsoever have been issued to Lessee or, to Lessee’s actual knowledge, to any Person regarding the Premises, and to Lessee’s actual knowledge, no federal, state or local environmental investigation or legal action by a private party is pending or overtly threatened, in each case with regard to the Premises or any suit use thereof or proceeding and any alleged violation of, or strict liability arising under, Environmental Laws with regard to the Premises; to Lessee’s actual knowledge, no liens have been placed upon the Premises in connection with any actual or alleged liability under any Environmental Laws;
(iv) the Premises (a) have not received been used by Lessee or to Lessee’s actual knowledge by any notice other Person to generate, manufacture, refine, produce or request for information process any Hazardous Substance or to store, handle, transfer or transport any Hazardous Substance other than normal and lawful uses of such Hazardous Substances, taking into account Lessee’s use of the Premises, in lawful quantities and in compliance with Environmental Laws, and (b) will not be used by Lessee or any other Person at any time during the Term to generate, manufacture, refine, produce or process any Hazardous Substance or to store, handle, transfer or transport any Hazardous Substance, other than normal and lawful uses of such Hazardous Substances, taking into account Lessee’s intended use of the Premises, in lawful quantities and in compliance with Environmental Laws where such uses will have no material adverse effect upon the Premises;
(v) to Lessee’s actual knowledge, (i) no contaminants have been disposed of or otherwise released on, from any governmental authority or to the Premises except in compliance with applicable Environmental Laws and (ii) the use which Lessee makes and intends to make of the Premises will not result in the disposal or other third party with respect to a release or threatened release of any Hazardous Substance Substances on, from or a violation to the Premises except in compliance with applicable Environmental Laws.
(vi) Lessee has no actual notice or alleged violation of actual knowledge that any lien has been - created on the Premises pursuant to any Environmental Law, nor, to Lessee’s actual knowledge, are the Premises listed on or proposed for listing on the National Priorities List under CERCLA or any similar state registry.
(vii) Lessee will obtain and have not received notice of will require subtenants to obtain and properly maintain all permits, licenses, registrations, approvals and consents required for the Premises and Lessee’s and any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancesubtenants’ operations and facilities thereon.
(viii) IF LESSEE BREACHES THE OBLIGATIONS STATED IN THE PRECEDING SECTIONS OR SENTENCES, OR IF THE PRESENCE OF HAZARDOUS SUBSTANCES ON THE PROPERTY CAUSED OR PERMITTED BY LESSEE RESULTS IN CONTAMINATION OF THE PROPERTY OR ANY OTHER PROPERTY, OR IF CONTAMINATION OF THE PROPERTY OR ANY OTHER PROPERTY BY HAZARDOUS SUBSTANCES OTHERWISE OCCURS FOR WHICH LESSEE IS LEGALLY LIABLE TO LESSOR FOR DAMAGE RESULTING THEREFROM, THEN LESSEE SHALL INDEMNIFY, DEFEND AND HOLD LESSOR HARMLESS FROM ANY AND ALL CLAIMS, JUDGMENTS, DAMAGES, PENALTIES, FINES, COSTS, LIABILITIES OR LOSSES (INCLUDING, WITHOUT LIMITATION, DIMINUTION IN VALUE OF THE PROPERTY, DAMAGES FOR THE LOSS OR RESTRICTION ON USE OF RENTABLE OR UNUSABLE SPACE OR OF ANY AMENITY OR APPURTENANCE OF THE PROPERTY, DAMAGES ARISING FROM ANY ADVERSE IMPACT ON MARKETING OF BUILDING SPACE OR LAND AREA, AND SUMS PAID IN SETTLEMENT OF CLAIMS, ATTORNEYS’ FEES, CONSULTANT FEES AND EXPERT FEES) WHICH ARISE DURING OR AFTER THE LEASE TERM AS A RESULT OF SUCH CONTAMINATION. THIS INDEMNIFICATION OF LESSOR BY LESSEE INCLUDES, WITHOUT LIMITATION, COSTS INCURRED IN CONNECTION WITH ANY INVESTIGATION OF SITE CONDITIONS OR ANY CLEAN-UP, REMEDIAL WORK, REMOVAL OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF HAZARDOUS SUBSTANCES PRESENT IN THE SOIL OR GROUND WATER ON OR UNDER THE PROPERTY. WITHOUT LIMITING THE FOREGOING, IF THE PRESENCE OF ANY HAZARDOUS SUBSTANCES ON THE PROPERTY OR ANY OTHER PROPERTY CAUSED OR PERMITTED BY LESSEE RESULTS IN ANY CONTAMINATION OF THE PROPERTY, LESSEE SHALL PROMPTLY TAKE ALL ACTIONS AT ITS SOLE EXPENSE AS ARE NECESSARY TO RETURN THE PROPERTY TO THE CONDITION EXISTING PRIOR TO THE INTRODUCTION OF ANY SUCH HAZARDOUS SUBSTANCES TO THE PROPERTY, PROVIDED THAT LESSOR’S APPROVAL OF SUCH ACTIONS SHALL FIRST BE OBTAINED. THE FOREGOING INDEMNITY SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE.
Appears in 1 contract
Environmental Matters. Except as disclosed on Schedule 4.19:
(a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)Company and its Subsidiaries are and, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of during the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) three years, have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws Laws, including obtaining, maintaining and complying in all material respects with all material Permits required pursuant to Environmental Law for the operation of their activities the business and operations; and the Leased Real Properties;
(iiib) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened there has been no release of any Hazardous Substance Materials at, in, on or a violation under any Leased Real Property, and neither the Company nor its Subsidiaries have generated, stored, handled, used, processed, transported, released or alleged violation disposed of, or exposed any person to, Hazardous Materials at, in, on or under the Leased Real Property or off-site of the Leased Real Property or, to the knowledge of the Company, at, in, on or under any formerly owned or leased real property, except in each case as would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries;
(c) neither the Company nor its Subsidiaries is subject to any current and material Governmental Order relating to any non-compliance with Environmental Laws by the Company or its Subsidiaries or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials;
(d) no Action is pending or, to the knowledge of the Company, threatened and, to the knowledge of the Company, no investigation is pending or threatened with respect to the Company's or its Subsidiaries' compliance with or liability under Environmental Law, and have except in each case as would not received notice reasonably be expected to be material to the Company or any of its Subsidiaries;
(e) neither the Company nor any Subsidiary has assumed by contract or by operation of law any material liability of any claims from any person other Person arising under Environmental Law or entity relating to Hazardous Materials; and
(f) the Company has made available to the Acquiror all material environmental reports (including any Phase I or Phase II environmental site assessments), audits, and related correspondence relating to the Leased Real Property or any formerly owned or operated real property damage or to personal 57 injuries from exposure to any Hazardous Substanceother location for which the Company may be liable, prepared, issued or received during the last three (3) years, that are in the Company's possession, custody or control.
Appears in 1 contract
Environmental Matters. Except as expressly set forth in the Conestoga-Rovers & Associates Phase I and Phase II Environmental Site Assessments, dated December 17, 1996 (the "Environmental Reports")(which are listed in Annex I) and in Schedule 4.17:
(a) The Realty owned or operated by each Borrower Affiliate To the best knowledge of Shareholders, the Waldorf Entities possess, and are in material compliance with, all permits, licenses and government authorizations and have filed all material notices that are required under local, state and federal laws and regulations currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as effect relating to protection of the date hereof environment, pollution control, product registration or on the Closing Date being listed in SCHEDULE 6.21hazardous materials (as defined below) ("Environmental Laws"), including without limitation the improvements thereon and the soil Waldorf Entities are in material compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and groundwater timetables contained in those laws or contained in any law, regulation, code, plan, order, decree, judgment, notice, permit or demand letter issued, entered, promulgated or approved thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.;
(b) The Borrower and each Insurance Subsidiary: None of the Waldorf Entities have received notice of actual or threatened liability under "CERCLA" (ias hereinafter defined) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal listlocal statute or ordinance from any governmental agency or any third party, and, to the best knowledge of Shareholders, there are no facts or circumstances which would reasonably be expected to form the basis for the assertion of any claim against any of the Waldorf Entities under any Environmental Laws including, without limitation, the Federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") or any similar local, state or foreign law with respect to any on-site or off-site location;
(c) None of the Waldorf Entities have entered into, agreed to or contemplates entering into any consent decree or order, and none of the Waldorf Entities are subject to any judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of hazardous materials under, any applicable Environmental Laws;
(2d) To the best knowledge of Shareholders, none of the Waldorf Entities is subject to any, and none of the Waldorf Entities is alleged to be in violation of any, administrative or judicial proceeding pursuant to applicable Environmental Laws or regulations;
(e) To the best knowledge of Shareholders, none of the Waldorf Entities are subject to any material claim, obligation, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any Environmental Law and arising out of any act or omission of any of the Waldorf Entities or their respective employees, agents or representatives or arising out of the ownership, use, control or operation by any of the Waldorf Entities of any plant, facility, site, area or property (including, without limitation, any plant, facility, site, area or property currently or previously owned or leased by any of the Waldorf Entities) from which any hazardous materials were released into the environment (the term "release" meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term "environment" meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the source ambient air);
(f) The Waldorf Entities heretofore provided or made available to Purchaser correct and complete copies of a claimall files of the Waldorf Entities relating to environmental matters (or an opportunity to review such files), an administrative order and Schedule 4.17(f) sets forth the amount of all fines, penalties or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for assessments paid within the costs of any such action at last five years by the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party Waldorf Entities with respect to a release environmental matters, including the date of payment and the basis for the assertions of liability; and
(g) To the best knowledge of Shareholders, neither the real property, improvements or threatened release of equipment included within the assets owned by the Waldorf Entities contain any Hazardous Substance friable asbestos, PCBs or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substanceunderground storage tanks.
Appears in 1 contract
Environmental Matters. (a) The Realty Neither the Company nor any of the Company Subsidiaries has violated since January 1, 2021, nor is in violation of, applicable Environmental Law in any material respect; (b) there have been no releases of Hazardous Substances as a result of or arising from the operations of the Company or any of its subsidiaries at any location owned or operated by each Borrower Affiliate currently the Company or its subsidiaries that would be reasonably likely to result in the past a material liability under Environmental Laws; (all of which Realty owned or operated by any Borrower Affiliate as c) none of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)properties currently or, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned Company, formerly owned, leased or operated by the Company or any Borrower Affiliate Company Subsidiary are contaminated with any Hazardous Substance that requires any material remediation or other material response action by the Company or any Company Subsidiary pursuant to applicable Environmental Laws where such remediation is reasonably likely to result in a material liability of the pastCompany or any Company Subsidiary under Environmental Laws; (d) neither of the Company or any of the Company Subsidiaries has received written notice since January 1, but 2021 alleging that the Company or any of its subsidiaries is liable pursuant to applicable Environmental Laws for any material off-site contamination by Hazardous Substances, where such matter is reasonably likely to result in a material liability under Environmental Law; (e) each of the Company and each Company Subsidiary currently holds all material permits, licenses and other authorizations required of the Company under applicable Environmental Law for the operations of the business as it is currently conducted (“Environmental Permits”), and is in material compliance with all Environmental Permits; and (f) neither the Company nor any Company Subsidiary is the subject of any pending or, to the knowledge of the Company, threatened Action alleging any violation of, or liability under, Environmental Laws, except in each case as would not be reasonably likely to result in a material liability under Environmental Laws. The Company has provided all material environmental site assessments, reports, studies or other evaluations in its possession relating to any properties currently owned or formerly owned, leased or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, Company or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceCompany Subsidiary.
Appears in 1 contract
Sources: Business Combination Agreement (Nabors Energy Transition Corp. II)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or Except as disclosed in the past (all of which Realty owned or operated by any Borrower Affiliate as Section 2.16 of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)Disclosure Schedule, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the pastSellers, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance the Real Property, whether owned or thatleased, pursuant to any Environmental Lawwhether used for manufacturing, (1) has been placed on the "National Priorities List"sales or otherwise, the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all applicable Environmental Laws (as hereinafter defined), (ii) each Seller, Company and Subsidiary has obtained, and is in compliance in all material respects with, all Environmental Permits (as hereinafter defined) required for the conduct of their activities and operations; and its business as of the date hereof under applicable Environmental Laws, (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party there is no condition with respect to a release any of the Facilities which would reasonably be expected to subject the Buyer, the Companies or threatened release the Subsidiaries to fines, penalties or enforcement actions due to violations of Environmental Laws or Environmental Permits or which would reasonably be expected to result in any liability to Buyer under any requirements of Environmental Laws or Environmental Permits, (iv) there are no lawsuits, orders, consent decrees, administrative enforcement actions, environmental cleanup proceedings or notices of violation pending or, to the knowledge of the Sellers, threatened, with respect to compliance or in connection with Environmental Laws affecting the business of any Hazardous Substance Company or a violation any Subsidiary, (v) none of the Real Property has been placed on or alleged is proposed to be placed on the National Priorities List ("NPL"), the Comprehensive Environmental Response Compensation and Liability System ("CERCLIS") or state or foreign equivalents of such lists, including laws which establish registers of historically contaminated sites and (vi) none of the Real Property has above or underground storage tanks which are in violation of any Environmental LawLaws, nor has there been a Release of Hazardous Substances (each as hereinafter defined) from any such tanks which would reasonably be expected to result in any liability to Buyer.
(b) Except as disclosed in Section 2.16 of the Disclosure Schedule, to the knowledge of the Sellers, there are no facts or circumstances that would prevent the execution, delivery and performance of this Agreement under any Environmental Laws or Environmental Permits.
(c) The Sellers and Buyer agree that the only representations and warranties made herein with respect to any environmental, health or safety matters (including, without limitation, any arising under Environmental Laws) are those contained in this Section 2.16, and have not received notice of any claims from any person that no other representation or entity relating to property damage or to personal 57 injuries from exposure warranty contained in this Agreement shall apply to any Hazardous Substancesuch environmental, health or safety matters.
(d) For purposes of this Agreement, the following definitions shall apply:
Appears in 1 contract
Environmental Matters. Except as disclosed in Schedule 4.16, (a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and Business is not contaminated by any Hazardous Substance; (ii) does not contain now and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never at all times been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with applicable Environmental Laws, (b) the Seller is not subject to any pending or, to the Seller’s Knowledge, threatened or contemplated Proceeding alleging violation of any Environmental Law or alleging responsibility for any environmental condition at real property now or heretofore owned or leased by the Seller (each a “Site”), (c) the Seller has not received any written notice that it is potentially responsible for any environmental condition at any Site or potentially liable for any claim arising under Environmental Laws; (d) the Seller has not received a request for information under CERCLA or any state or local counterpart; (e) the Seller has not disposed of or released Hazardous Materials nor, to the Seller’s Knowledge, are underground or aboveground storage tanks, fuel tanks, asbestos containing materials or polychlorinated biphenyls present on, in, at or under any Site; (f) the Seller has not disposed of or released any Hazardous Materials in or at any other real property; (g) the Seller has all material permits and approvals required by Environmental Laws in all of their activities to conduct the Business and operations; and (iii) are not involved in any suit or proceeding and have the Seller has not received any notice that any Governmental Authority intends to cancel, terminate or request for information from not renew any governmental authority such permit or approvals; (h) the Seller has not agreed to indemnify any predecessor or other third party party, including a buyer, seller, landlord or tenant, with respect to a release or threatened release any environmental liability nor has the Seller agreed to assume the environmental liability of any Hazardous Substance person by contract, agreement, or a violation operation of law; (i) the transactions contemplated hereby are not subject to any state environmental transfer laws and no governmental approval, clearance or alleged violation of consent is required under any Environmental LawLaw for such consummation or for the Seller to continue the Business after the Closing; (j) to the Seller’s Knowledge, no other Person has released Hazardous Materials at any Site or in a location that could threaten or contaminate such properties with any Hazardous Materials; and (k) the Seller has delivered copies to the Buyer of all environmental reports, permits, suits, information requests, orders, notices of violation, closure letters, site status letters and similar documentation in the Seller’s possession or control, each of which is listed in Schedule 4.16, and have not received notice has disclosed its waste practices and its transportation or use, if any, of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceMaterials.
Appears in 1 contract
Sources: Asset Purchase Agreement (Integral Systems Inc /Md/)
Environmental Matters. Neither KRI nor KRE is aware of any ---------------------- actions, proceedings or investigations pending or, to the best of KRI's and KRE's Knowledge, threatened before any federal, state or foreign environmental regulatory body or before any federal, state or foreign court alleging material noncompliance by KRE or any of its Subsidiaries with CERCLA or any other laws or regulations regulating the discharge of materials into the environment (a) The Realty owned or operated by each Borrower Affiliate currently or in "Environmental Laws"). To the past (all best of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon KRI's and the soil and groundwater thereunderKRE's Knowledge: (i) does not contain and there is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been no reasonable basis for the subject institution of any activities representing a violation material action, proceeding or alleged investigation against KRE or any of its Subsidiaries for violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (Bii) has neither KRE nor any of its Subsidiaries is responsible under any Environmental Law for any release by any person at or in the vicinity of real property of any hazardous substance (as defined by CERCLA) caused by the spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any such hazardous substance into the environment, other than routine incidental releases associated with normal operations the remediation of which is required under the Environmental Laws and the cost of which will not had be material to KRE; (iii) neither KRE nor any of its Subsidiaries is responsible for any costs of any remedial action required by virtue of any release of any Hazardous Substance fromhazardous substance, onpollutant or contaminant into the environment, in or upon it; other than routine incidental releases associated with normal operations the remediation of which is required under the Environmental Laws and (C) has never been the subject cost of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, which will not be material to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the siteKRE; (iiiv) KRE and its Subsidiaries are in compliance in all material respects with all applicable Environmental Laws in all of their activities and operationsLaws; and (iiiv) are not involved no real property used, owned, managed or controlled by KRE or any of its Subsidiaries contains any toxic or hazardous substance including, without limitation, any asbestos, PCBs or petroleum products or byproducts in any suit form, the presence, location or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release condition of any Hazardous Substance or a violation or alleged violation of which violates any Environmental Law, and have not received notice of Law in any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancematerial respect.
Appears in 1 contract
Environmental Matters. (a) The Realty owned Except as set forth on SCHEDULE 4.18 or operated by each Borrower in any environmental report, audit or similar study referenced on SCHEDULE 4.18, or undertaken at the request of Buyer, an Affiliate currently of Buyer, or their respective representatives, or except as would not, individually or in the past aggregate, have a Material Adverse Effect: (i) to Seller's Knowledge, the Companies and the Subsidiaries are in compliance with all applicable environmental laws, regulations, ordinances, orders, writs, decrees and judgments and have obtained and are in compliance with all required environmental permits and approvals, (ii) there are no environmental Actions pending or, to Sellers' Knowledge, threatened, against any of which Realty the Companies or the Subsidiaries, (iii) to Sellers' Knowledge, no Hazardous Materials have been released into the environment by any of the Companies or the Subsidiaries or any other Person on any of the real property being acquired as part of the transaction hereunder while such real property was owned or operated leased by the Companies or the Subsidiaries, except for de minimis amounts in the ordinary conduct of the Business or except as permitted under applicable environmental laws, regulations, ordinances, orders, writs, decrees and judgments of any Borrower Affiliate court, arbitrator, or governmental or regulatory body, and as would not require investigation or remediation as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)of this Agreement, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iiiiv) (A) has never been the subject Companies have provided the Buyer with copies of any activities representing a violation and all written notifications, assessments or alleged violation of any Environmental Law reports regarding environmental compliance in the Sellers' or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, howeverCompanies' possession, that the foregoing representations, to the extent they relate to the period prior to Business or the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge real property being acquired as part of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questiontransaction hereunder.
(b) The Borrower and each Insurance Subsidiary: Buyer acknowledges that (i) have never sent a Hazardous Substance the representations and warranties contained in this Section 4.18 are the only representations and warranties being made with respect to a site that is contaminated by compliance with or liability under environmental laws, regulations, ordinances, orders, writs, decrees and judgments of any Hazardous Substance court, arbitrator, or thatgovernmental or regulatory body, pursuant or with respect to any Environmental Lawenvironmental, (1) has been placed on the "National Priorities List"health or safety matter, the "CERCLIS" listincluding natural resources, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined related in any Environmental Law, way to the Business or to pay for the costs of any such action at the site; this Agreement or its subject matter, and (ii) are no other representation contained in compliance in all material respects with all Environmental Laws in all of their activities this Agreement, including but not limited to, Sections 4.5, 4.8 or 4.11 shall apply to any such matters and operations; and (iii) are not involved in any suit no other representation or proceeding and have not received any notice warranty, express or request for information from any governmental authority or other third party implied, is being made with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancethereto.
Appears in 1 contract
Sources: Stock Purchase Agreement (Magna Entertainment Corp)
Environmental Matters. Except as set forth on Schedule 15:
(a) The Realty owned or operated by each Borrower Affiliate currently or Petrolink and its Subsidiaries have obtained all environmental permits required to carry on their businesses as now conducted, are in compliance with the past (terms and conditions of all of which Realty owned or operated by such environmental permits and are in compliance with all applicable Environmental Laws, except for any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does foregoing that would not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing reasonably be expected to constitute a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in questionMaterial Adverse Effect.
(b) The Borrower and each Insurance Subsidiary: No Hazardous Material (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or thatpresently maintained, pursuant to any Environmental Lawused, (1) has been placed on the "National Priorities List", the "CERCLIS" listgenerated, or any similar state or federal list, or (2) is subject permitted to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined remain in any Environmental Law, or to pay for the costs place by Petrolink of any such action at the site; (ii) are of its Subsidiaries in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, (ii) is required by any Environmental Law to be eliminated, removed, treated or mitigated by Petrolink or any of its Subsidiaries, given the nature of its present condition, location, nature, material or maintenance, or (iii) is of a type, location, material, nature or condition which requires special notification to third parties by Petrolink or any of its Subsidiaries under any Environmental Law or under common law.
(c) No complaint has been filed since October 1, 1987 and no investigation or review is pending or, to the knowledge of Seller, threatened by any Governmental Authority, with respect to (i) any alleged violation by Petrolink or any of its Subsidiaries of any Environmental Law or (ii) any alleged failure by Petrolink or any of its Subsidiaries to have any environmental permit, certificate, license, approval, registration or authorization required in connection with their respective businesses or properties, or (iii) any use, possession, generation, treatment, storage, recycling, transportation, release or disposal by or on behalf of Petrolink or any of its Subsidiaries of any Hazardous Material. Since October 1, 1987, no notice, citation, summons or order has been received by Petrolink or any of its Subsidiaries, and no notice has been given by Petrolink or any of its Subsidiaries, with respect to any of the items in clause (i)-(iii) of the immediately preceding sentence, that either (i) requires any action to be taken by Petrolink or any of its Subsidiaries or any Governmental Authority, which action has not been taken prior to the date hereof, or (ii) that in any way limits the actions that could otherwise be taken by Petrolink or any of its Subsidiaries after the date hereof, and no fine or other sanction has been assessed or imposed with respect to any of the items in clause (i)-(iii) of the immediately preceding sentence, which has not been paid, has not expired, or has not otherwise been satisfied.
(d) Since October 1, 1987, neither Petrolink nor any of its Subsidiaries has received any request for information, notice of any claims from any person claim, demand or entity relating to property damage notification that it is or to personal 57 injuries from exposure that indicates that it may be a "potentially responsible party" with respect to any investigation or remediation of any threatened or actual release of any Hazardous SubstanceMaterials.
(e) Since October 1, 1987, no notice has been received by Petrolink or any of its Subsidiaries with respect to the listing or proposed listing of any property currently or previously owned, operated or leased by Petrolink or any of its Subsidiaries on the National Priorities List promulgated pursuant to CERCLA, CERCLIS or any similar state list of sites requiring investigation or cleanup.
Appears in 1 contract
Environmental Matters. Except as set forth in Section 2.17 of the Remainco Disclosure Letter, (a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on members of the Closing Date being listed in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: Remainco Group (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate related to the period prior to Spinco Business) is, and at all times since the time the Realty in question was owned or operated by a Borrower AffiliateRegulatory Lookback Date has been, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws applicable to the Spinco Business, (b) each of the members of the Remainco Group (to the extent related to the Spinco Business) possess and are, and at all times since the Regulatory Lookback Date have been, in compliance in all material respects with all Environmental Permits that are required for the operation of their activities and operations; and the Spinco Business, (iiic) there are not involved in no Actions pending or, to the Knowledge of Remainco, threatened that seek the revocation, cancellation, or suspension of any suit or proceeding and of the Environmental Permits, (d) none of the members of the Remainco Group (to the extent related to the Spinco Business) have not received any notice written notice, complaint or request for information from claim, and there are no Actions pending or, to the Knowledge of Remainco, threatened against any governmental authority member of the Spinco Group or other third party with respect to a release or threatened release of any Hazardous Substance or the Spinco Business, in each case, alleging a violation of or alleged Liability (including any investigatory, remedial or corrective action liability) under any Environmental Law that, in each case, would reasonably be expected to result in material Liability to any member of the Spinco Group, (e) no member of the Remainco Group (to the extent related to the Spinco Business) is currently operating the Spinco Business subject to any Governmental Order addressing a violation of or Liability under any Environmental Law, and have not received notice (f) no member of the Remainco Group (to the extent related to the Spinco Business) has assumed by contract or, to the Knowledge of Remainco, by operation of law, any material Liability of any claims third party arising under any Environmental Law and (g) there has been no Release of Hazardous Materials by any member of the Remainco Group (to the extent related to the Spinco Business) or, to the Knowledge of Remainco, at, on, in, under or from (i) the Spinco Real Property, (ii) any person real property formerly owned, leased, licensed, used or entity relating operated by any member of the Remainco Group (to property damage the extent related to the Spinco Business) or (iii) at any facility to personal 57 injuries from exposure to which any Hazardous SubstanceMaterials generated by the Spinco Business were sent for disposal, in each case of subclauses (i) through (iii), in a manner that could reasonably be expected to result in material liability under any Environmental Law. Notwithstanding any of the representations and warranties contained elsewhere in this Agreement, the representations and warranties in this Section 2.17 and in Section 2.7 shall be the sole representations and warranties of Remainco and Spinco with respect to environmental matters, Environmental Laws, Environmental Permits or Hazardous Materials.
Appears in 1 contract
Sources: Merger Agreement (International Game Technology PLC)
Environmental Matters. Other than as set forth in Section 4.24 of the Disclosure Schedule:
(a) The Realty owned or operated by each Borrower Affiliate currently or Since January 1, 2016, the Company and its Subsidiaries are and have been operating in the past (compliance in all of which Realty owned or operated by any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)material respects with all applicable Environmental Laws, including without limitation the improvements thereon possessing and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged violation of any Environmental Law or any report to or action by a governmental authority pursuant to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of the Borrower Affiliates. With respect to any Realty owned or operated by any Borrower Affiliate in the past, but not currently owned or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are being in compliance in all material respects with all Environmental Laws in all Permits required under any applicable Environmental Law for the ownership, lease, operation or use of their activities and operations; and the business, properties or assets of the Company as currently conducted.
(iiib) are not involved in any suit or proceeding and There have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release been no Releases of any Hazardous Substance Substances on, at, under, in, into, through or from any real property currently or formerly owned, leased or operated by the Company, its Subsidiaries or any of their respective Affiliates or predecessors that would reasonably be expected to result in any Environmental Claim or a violation material liability under Environmental Laws, and at properties currently owned or alleged violation operated by the Company, its Subsidiaries, and their respective Affiliates, there are no (i) Hazardous Substances present in building materials that, because of their condition, would require remediation or abatement and disposal, under applicable Environmental Laws or (ii) planned modifications, renovations, or demolitions of buildings or other improvements planned by the Company or its Subsidiaries, including, without limitation, the capital expenditure items referenced in Section 6.01(h) below, which would give rise, individually or in the aggregate, to material liabilities related to the remediation, abatement, or disposal of Hazardous Substances present in building materials.
(c) Neither the Company, any of its Subsidiaries nor any of their respective Affiliates is a party to, or has received written notice of, any pending or threatened in writing Environmental Claim, and to the Knowledge of the Company, there are no facts, circumstances or conditions that could reasonably be expected to form the basis of any material Environmental LawClaim.
(d) Neither the Company nor any of its Subsidiaries (i) is a party to any material judgment, Order, decree, settlement agreement, or similar arrangement imposing on it any liability or obligation under any applicable Environmental Laws that remain unfulfilled or (ii) has assumed, by contract or operation of law, the liabilities under Environmental Laws of any other Person.
(e) The Company, its Subsidiaries and their respective Affiliates have implemented and maintain policies and procedures reasonably designed to ensure compliance in all material respects with all applicable Environmental Laws.
(f) Neither the Company, its Subsidiaries, nor their respective Affiliates has manufactured, processed, or disposed of (i) poly- or perfluoralkyl substances or (ii) asbestos or asbestos-containing materials.
(g) The Company has provided to Parent true and complete copies of all material reports, studies, audits, sampling results, government correspondence, and have not received notice other materials in its possession and control concerning compliance with or liabilities under Environmental Laws or the substance of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous Substancethe representations and warranties made in this Section 4.24.
Appears in 1 contract
Sources: Merger Agreement (Perceptron Inc/Mi)
Environmental Matters. (a) The Realty owned or operated by each Borrower Affiliate currently or in the past (all None of which Realty owned or operated by TWMH nor any Borrower Affiliate as of the date hereof TWMH Subsidiaries has materially violated since January 1, 2018 or on the Closing Date being listed is in SCHEDULE 6.21), including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject of any activities representing a violation or alleged material violation of any Environmental Law or any report to or action by a governmental authority pursuant to any applicable Environmental Law; (Bb) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; provided, however, that the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned or operated by a Borrower Affiliate, shall be limited to the knowledge of TWMH, none of the Borrower Affiliates. With respect to any Realty owned properties currently or formerly owned, leased or operated by TWMH or any Borrower Affiliate TWMH Subsidiary (including, without limitation, soils and surface and ground waters) are contaminated with any Hazardous Substance in violation of applicable Environmental Laws which requires reporting, investigation, remediation, monitoring or other response action by TA or any TWMH Subsidiary pursuant to applicable Environmental Laws; (c) to TWMH’s knowledge, none of TWMH nor any of the TWMH Subsidiaries is, in any material respect, actually, potentially or allegedly liable pursuant to applicable Environmental Laws for any off-site contamination by Hazardous Substances; (d) each of TWMH and each TWMH Subsidiary has all material permits, licenses and other authorizations required of each of TWMH and each TWMH Subsidiary under applicable Environmental Law (“TWMH Environmental Permits”); (e) each of TWMH and each TWMH Subsidiary is in compliance with its TWMH Environmental Permits, except where the failure to be in compliance would not, individually or in the pastaggregate, but not currently owned reasonably be expected to be material to TWMH and the TWMH Subsidiaries, taken as a whole; and (f) TWMH has delivered to SPAC true and complete copies of all environmental Phase I reports and other material investigations, studies, audits, tests, reviews or other analyses commenced or conducted by or on behalf of TWMH or any TWMH Subsidiary in relation to the current or prior business of TWMH and the TWMH Subsidiaries or any real property presently or formerly owned, leased, or operated by such Borrower Affiliate, the representations set forth above in this SECTION 6.21 shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, TWMH or any similar state TWMH Subsidiary (or federal listits or their predecessors) that are in the possession, custody or (2) is subject to or the source control of a claim, an administrative order or other request to take "removal", "remedial", "corrective" TWMH or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity relating to property damage or to personal 57 injuries from exposure to any Hazardous SubstanceTWMH Subsidiary.
Appears in 1 contract
Sources: Business Combination Agreement (Cartesian Growth Corp)
Environmental Matters. Except as set forth in Section 3.1(r) of the Company Disclosure Schedule and, with respect to Sections 3.1(r)(i)-(vii) below, except as would not have a Material Adverse Effect:
(ai) The Realty the Company and its Subsidiaries have since July 1, 1999 complied with and are in compliance with all Environmental Laws applicable to them including, without limitation, all Licenses and Permits required by Environmental Laws;
(ii) neither the Company nor its Subsidiaries has caused or has any Liability with respect to any Release of Materials of Environmental Concern at any of the Owned Real Property or Leased Real Property or any other location, which Release would result in Liability to the Company or its Subsidiaries under any applicable Environmental Laws;
(iii) the Company and its Subsidiaries have not received any written notice of an Asserted Liability under Environmental Laws, nor have they received any written notice of any judicial, administrative or arbitral proceeding pending or threatened against it or them under any applicable Environmental Laws, which violation, Liability or proceeding has not been resolved;
(iv) the Company and its Subsidiaries have not entered into any consent decree or other written agreement in settlement of any alleged violation of or Liability under any applicable Environmental Law, under which decree or agreement the Company has any unfulfilled obligations;
(v) neither the Company, nor its Subsidiaries, nor any of their respective predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured or Released any Materials of Environmental Concern, or owned or operated any property or facility so as to give rise to any Liabilities (contingent or otherwise) or obligations for Remedial Action, personal injury, property damage, natural resources damages or attorney fees pursuant to any Environmental Laws;
(vi) neither the Company nor its Subsidiaries has assumed by each Borrower Affiliate currently contract or in the past (all operation of which Realty owned or operated by law any Borrower Affiliate as of the date hereof or on the Closing Date being listed in SCHEDULE 6.21)Liability, including without limitation the improvements thereon and the soil and groundwater thereunder: (i) does not contain and is not contaminated by any Hazardous Substance; (ii) does not contain and has not previously contained any asbestos or underground storage tanks; and (iii) (A) has never been the subject obligation for Remedial Action, of any activities representing a violation other Person relating to Environmental Laws;
(vii) except for those matters disclosed on the attachment referenced in Item 2 of Section 3.1(q) of the Company Disclosure Schedule under the heading “Asbestos Related Claims,” neither the Company nor its Subsidiaries has any Liability with respect to the design, manufacture, sale, marketing, installation or alleged violation distribution of any Environmental Law products containing asbestos; and
(viii) except for older documents related to the ▇▇▇▇▇▇▇ Operable Unit, for which the most current annual and quarterly monitoring reports were provided, the Company has furnished or any report made available to or action by a governmental authority pursuant Parent all non-confidential environmental audits, reports and other material environmental documents relating to any Environmental Law; (B) has not had any release of any Hazardous Substance from, on, in or upon it; and (C) has never been the subject of an environmental audit or assessment, or remedial action for an environmental problem; providedits Subsidiaries, howeveraffiliates or predecessors, that past or current properties, facilities or operations which are in the foregoing representations, to the extent they relate to the period prior to the time the Realty in question was owned possession or operated by a Borrower Affiliate, shall be limited to the knowledge reasonable control of the Borrower AffiliatesCompany or its Subsidiaries. With respect to Notwithstanding any Realty owned or operated by any Borrower Affiliate other representations and warranties in the past, but not currently owned or operated by such Borrower Affiliatethis Agreement, the representations set forth above and warranties in this SECTION 6.21 Section 3.1(r) shall be deemed to apply as of the last date that such Borrower Affiliate owned or operated the property only representations and warranties in question.
(b) The Borrower and each Insurance Subsidiary: (i) have never sent a Hazardous Substance to a site that is contaminated by any Hazardous Substance or that, pursuant to any Environmental Law, (1) has been placed on the "National Priorities List", the "CERCLIS" list, or any similar state or federal list, or (2) is subject to or the source of a claim, an administrative order or other request to take "removal", "remedial", "corrective" or any other "response" action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) are in compliance in all material respects with all Environmental Laws in all of their activities and operations; and (iii) are not involved in any suit or proceeding and have not received any notice or request for information from any governmental authority or other third party this Agreement with respect to a release or threatened release of any Hazardous Substance or a violation or alleged violation of any Environmental Law, and have not received notice of any claims from any person or entity matters relating to property damage Environmental Laws or to personal 57 injuries from exposure to any Hazardous SubstanceMaterials of Environmental Concern.
Appears in 1 contract
Sources: Merger Agreement (Airxcel Inc)