12Environmental Matters Clause Samples
The 'Environmental Matters' clause sets out the responsibilities and obligations of the parties regarding compliance with environmental laws and regulations. It typically requires the parties to ensure that their activities do not cause environmental harm, mandates disclosure of any known environmental issues, and may require remediation of contamination or hazardous materials. This clause helps allocate risk and liability for environmental issues, ensuring that both parties are aware of and address potential environmental impacts associated with the agreement.
12Environmental Matters. (a) The Target is currently and has been in compliance with all Environmental Laws and has not received from any Person any: (i) Environmental Notice or Environmental Claim; or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date.
(b) The Target has obtained and is in material compliance with all Environmental Permits (each of which is disclosed in Section 3.12(b) of the Disclosure Schedules) necessary for the ownership, lease, operation or use of the business or assets of the Target and all such Environmental Permits are in full force and effect and shall be maintained in full force and effect by the Target through the Closing Date in accordance with Environmental Law, and the Target is not aware of any condition, event or circumstance that might prevent or impede, after the Closing Date, the ownership, lease, operation or use of the business or assets of the Target as currently carried out.
(c) There has been no Release of Hazardous Materials in contravention of Environmental Law with respect to the business or assets of the Target or any real property currently or formerly owned, operated or leased by the Target, and the Target has not received an Environmental Notice that any real property currently or formerly owned, operated or leased in connection with the business of the Target (including soils, groundwater, surface water, buildings and other structure located on any such real property) has been contaminated with any Hazardous Material which could reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, the Target.
(d) The Target has not retained or assumed, by contract or operation of Law, any liabilities or obligations of third parties under Environmental Law.
(e) The Target is not aware of or reasonably anticipates, as of the Closing Date, any condition, event or circumstance concerning the Release or regulation of Hazardous Materials that might, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership, lease, operation, performance or use of the business or assets of the Target as currently carried out.
12Environmental Matters. Except as would not reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect, (a) the operations of each Credit Party and each Subsidiary of each Credit Party are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, (b) no Credit Party and no Subsidiary of any Credit Party is party to, and no Credit Party and no Subsidiary of any Credit Party and, to the knowledge of the Responsible Officers of the Credit Parties, no Real Estate currently or previously owned, leased, subleased or operated by or for any such Person is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Credit Party, threatened in writing) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice relating in any manner to any Environmental Law, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any Property of any Credit Party or any Subsidiary of any Credit Party and, to the knowledge of any Credit Party, no facts, circumstances or conditions exist that would reasonably be expected to result in any such Lien attaching to any such Property, (d) no Credit Party and no Subsidiary of any Credit Party has caused or suffered to occur a Release of Hazardous Materials at, to or from any Real Estate owned or leased by such Credit Party, (e) all Real Estate currently (or, to the knowledge of any Credit Party, previously) owned, leased, subleased, operated or otherwise occupied by or for any such Credit Party and each Subsidiary of each Credit Party is free of contamination by any Hazardous Materials and (f) no Credit Party and no Subsidiary of any Credit Party (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations in violation of any Environmental Law or (ii) knows of any facts, circumstances or conditions reasonably constituting notice of a violation of any Environmental Law by any Credit Party or Subsidiary of a Credit Party, including receipt of any information request or notice of potential responsibility under the Comprehensive Environmental Response, Compensation and Liability Act or similar Environmental Laws.
12Environmental Matters. (a) Each of ▇▇▇▇▇▇▇’▇ and ▇▇▇▇▇▇▇ Subsidiaries’ properties and the Participation Facilities, and, to the Knowledge of ▇▇▇▇▇▇▇, the Loan Properties, are, and have been during the period of ▇▇▇▇▇▇▇’▇ or ▇▇▇▇▇▇▇ Subsidiaries’ ownership or operation thereof, in material compliance with all Environmental Laws.
(b) There is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to the Knowledge of ▇▇▇▇▇▇▇ or any of the Norwood Subsidiaries, threatened before any Governmental Entity, arbitrator or other forum in which Norwood, any of the ▇▇▇▇▇▇▇ Subsidiaries has been or, with respect to threatened action, may be, named as defendant relating to (i) alleged noncompliance (including by any predecessor), with respect to any Environmental Law or (ii) relating to the release into the environment of any Hazardous Materials.
(c) Neither ▇▇▇▇▇▇▇ nor any of the Norwood Subsidiaries has received in writing any notice, demand letter, executive or administrative order, directive or request for information from any Governmental Entity indicating that it may be in violation of, or liable under, any Environmental Law.
(d) To the Knowledge of Norwood, there are no underground storage tanks at any properties owned or operated by Norwood or any ▇▇▇▇▇▇▇ Subsidiaries or any Participation Facility. To the Knowledge of Norwood or any ▇▇▇▇▇▇▇ Subsidiaries, neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Subsidiary has closed or removed any underground storage tanks from any properties owned or operated by Norwood or any ▇▇▇▇▇▇▇ Subsidiaries or any Participation Facility except in material compliance with applicable Environmental Law.
12Environmental Matters. (a) West Suburban has delivered, or caused to be delivered or made available to Buyer true and complete copies of all environmental site assessments, test results, analytical data, boring logs, permits for storm water, wetlands fill, or other environmental permits for construction of any building, parking lot, or other improvement, and other environmental reports and studies as they exist in the possession of any West Suburban Entity relating to its Operating Properties. Except as disclosed in Section 4.12 of the West Suburban Disclosure Memorandum, to the Knowledge of West Suburban, there are no material violations of Environmental Laws on properties that secure loans made by West Suburban or West Suburban Bank.
(b) Each West Suburban Entity and its Operating Properties are, and have been in compliance with Environmental Laws and Permits in all material respects.
(c) There is no Litigation pending, and West Suburban has received no written notice of any threatened environmental enforcement action, investigation, or Litigation before any Governmental Authority or other forum in which any West Suburban Entity or any of its Operating Properties (or West Suburban in respect of such Operating Property) has been or, with respect to threatened Litigation, may be named as a defendant (i) for alleged noncompliance with or Liability under any Environmental Law, or (ii) relating to the release, discharge, spillage, or disposal into the environment of any Hazardous Material at a site currently or formerly owned, leased, or operated by any West Suburban Entity or any of its Operating Properties.
(d) To the Knowledge of West Suburban, during and prior to the period of (i) any West Suburban Entity’s ownership or operation of any of their respective current properties, (ii) any West Suburban Entity’s participation in the management of any of their respective current properties, or (iii) any West Suburban Entity’s holding of ownership or operation of, any Operating Property, there have been no releases, discharges, spillages, or disposals of Hazardous Material in, on, under, or affecting such properties. To the Knowledge of West Suburban, during and prior to the period of (i) West Suburban Entity’s ownership or operation of any of their respective current properties, or (ii) any West Suburban Entity’s participation in the management of any of their respective current properties, there have been no material violations of any Environmental Laws with respect to such properti...
12Environmental Matters. Notwithstanding anything to the contrary contained in this Agreement:
(a) Seller and its operations comply and have at all times complied with all applicable laws, regulations and other requirements of Governmental Entities or duties under the common law relating to toxic or hazardous substances, wastes, pollution or to the protection of health, safety or the environment (collectively, "Environmental Laws") and have obtained and maintained in effect all licenses, permits and other authorizations or registrations (collectively "Environmental Permits") required under all Environmental Laws and are in compliance with all such Environmental Permits.
(b) No hazardous substance, hazardous waste, contaminant, pollutant or toxic substance (as such terms are defined in or otherwise subject to any applicable Environmental Law and collectively referred to herein as "Hazardous Materials") has been released, placed, disposed of or otherwise come to be located on, at, beneath or near any of the assets or properties owned or leased by it at any time or any other property in violation of any Environmental Laws or that could subject it to liability under any Environmental Laws.
(c) Seller has not exposed any employee or third party to any Hazardous Materials or conditions that could subject it to any material liability under any Environmental Laws.
(d) Seller does not now own or operate, and has never owned or operated, aboveground or underground storage tanks.
(e) To the knowledge of Seller, with respect to any or all of the real properties leased at any time by Seller, there are no asbestos-containing materials, urea formaldehyde insulation, polychlorinated biphenyls or lead-based paints present at any such properties.
12Environmental Matters. Except as would not be, and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole:
(a) Each of the Group Companies are, and at all times have been, in compliance with Environmental Laws.
(b) None of the Group Companies have received any written or, to the knowledge of the Company, oral notice or communication from any Governmental Entity or any other Person regarding any actual, alleged, or potential violation in any respect of, failure to comply in any respect with, or any Liability relating to, any applicable Environmental Laws.
(c) There is (and since the incorporation of the Company there has been) no Proceeding pending or threatened in writing or, to the knowledge of the Company, orally against any Group Company relating to applicable Environmental Laws.
(d) There has been no manufacture, release, treatment, storage, disposal, arrangement for disposal, transport or handling of, contamination by, or exposure of any Person to, any Hazardous Substances in violation of or as could reasonably be expected to result in Liability under any applicable Environmental Laws.
12Environmental Matters. The Company conducts in the ordinary course of business a review of the effect of existing Environmental Laws and existing Environmental Claims on its business, operations and properties, and as a result thereof the Company has reasonably concluded that, except as specifically disclosed in Schedule 6.12, such Environmental Laws and Environmental Claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.