Common use of 16Environmental Matters Clause in Contracts

16Environmental Matters. (a) Each Buyer Entity and its Operating Properties are, and have been in compliance with Environmental Laws and Permits in all material respects. ​ (b) There is no Litigation pending, and Buyer has received no written notice of any threatened environmental enforcement action, investigation, or Litigation before any Governmental Authority or other forum in which any Buyer Entity or any of its Operating Properties (or Buyer 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 Buyer Entity or any of its Operating Properties. (c) To the Knowledge of Buyer, during and prior to the period of (i) any Buyer Entity’s ownership or operation of any of their respective current properties, (ii) any Buyer Entity’s participation in the management of any of their respective current properties, or (iii) any Buyer 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 Buyer, during and prior to the period of (i) Buyer Entity’s ownership or operation of any of their respective current properties, or (ii) any Buyer 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 properties. ​ (d) Notwithstanding any other provision herein, the representations and warranties contained in Section 5.16(a) to (c) above constitute the sole representations and warranties of each Buyer Entity with respect to their compliance, or the compliance of any properties now or previously owned or operated, with Environmental Laws or Permits or with respect to the presence of Hazardous Material. ​

16Environmental Matters. To the knowledge of Xxxxxxxx, except (i) as provided in Schedule 7.16 or (ii) as would not have a Material Adverse Effect (or with respect to clauses (c), (d) and (e) below, where the failure to take such actions would not have a Material Adverse Effect): ​ (a) Each Buyer Entity Neither any Property of Borrower or any Subsidiary nor the operations conducted thereon violate any order or requirement of any court or Governmental Authority or any Environmental Laws; ​ (b) Without limitation of clause (a) above, no Property of Borrower or any Subsidiary nor the operations currently conducted thereon or, to the knowledge of Borrower, by any prior owner or operator of such Property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws; (c) All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any and its Operating all Property of Borrower and each Subsidiary, including past (during Borrower’s ownership of such Properties areand, to Borrower’s knowledge, during any prior owner’s ownership) or present treatment, storage, disposal or release of a hazardous substance or solid waste into the environment, have been duly obtained or filed, and Borrower and each Subsidiary are in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations; ​ (d) All hazardous substances, solid waste, and oil and gas exploration and production wastes, if any, generated at any and all Property of Borrower or any Subsidiary have in the past (during Borrower’s or any Subsidiary’s ownership of such Properties and, to Borrower’s knowledge, during any prior owner’s ownership) been transported, treated and disposed of in accordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the knowledge of Borrower, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and Permits in all material respects. ​ (b) There is no Litigation pendingso as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and Buyer has received no written notice are not the subject of any existing, pending or threatened environmental enforcement action, investigation, investigation or Litigation before inquiry by any Governmental Authority in connection with any Environmental Laws; (e) Borrower has taken all steps reasonably necessary to determine, and has determined, that no hazardous substances, solid waste, or other forum in which oil and gas exploration and production wastes, have been disposed of or otherwise released and there has been no threatened release of any Buyer Entity hazardous substances on or to any Property of Borrower or any of its Operating Properties (Subsidiary except in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or Buyer 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 welfare 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 Buyer Entity or any of its Operating Properties.environment; (cf) To the Knowledge extent applicable, all Property of BuyerBorrower and each Subsidiary currently satisfies all design, operation, and equipment requirements imposed by the OPA or scheduled as of the Effective Date to be imposed by the OPA during the term of this Agreement, and prior Borrower does not have any reason to believe that such Property, to the period extent subject to OPA, will not be able to maintain compliance with the OPA requirements during the term of this Agreement; and (ig) Neither Borrower nor any Buyer Entity’s ownership Subsidiary has any known contingent liability in connection with any release or operation threatened release of any of their respective current propertiesoil, (ii) any Buyer Entity’s participation in hazardous substance or solid waste into the management of any of their respective current properties, or (iii) any Buyer 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 propertiesenvironment. To the Knowledge of Buyer, during and prior to the period of (i) Buyer Entity’s ownership or operation of any of their respective current properties, or (ii) any Buyer 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 properties. ​ ​ (d) Notwithstanding any other provision herein, the representations and warranties contained in Section 5.16(a) to (c) above constitute the sole representations and warranties of each Buyer Entity with respect to their compliance, or the compliance of any properties now or previously owned or operated, with Environmental Laws or Permits or with respect to the presence of Hazardous Material. ​

16Environmental Matters. Except (i) as to matters set forth on Schedule 3.16 and (ii) as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) Each Buyer Entity and its Operating Properties are, and have been in compliance with Environmental Laws and Permits in all material respects. ​ (b) There is no Litigation pending, and Buyer has received no written notice of any threatened environmental enforcement actionnotice, investigationrequest for information, order, complaint or Litigation before any Governmental Authority or other forum in which any Buyer Entity penalty has been received by the Borrower or any of its Operating Properties (Subsidiaries, and there are no judicial, administrative or Buyer in respect of such Operating Property) has been other actions, suits or proceedings pending or, with respect to the Borrower’s knowledge, threatened Litigation, may be named as which allege a defendant (i) for alleged noncompliance with violation of or Liability liability under any Environmental LawLaws, or (ii) in each case 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 Buyer Entity Borrower or any of its Operating Properties. Subsidiaries, (b) each of the Borrower and its Subsidiaries has all environmental permits, licenses, authorizations and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (c) To no Hazardous Material is located at, on or under any property currently or, to the Knowledge Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of Buyerits Subsidiaries that would reasonably be expected to give rise to any cost, during liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Permits, (d) there are no agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, and (e) there has been no written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect) by or on behalf of the Borrower or any of the Subsidiaries of any property currently or, to the Borrower’s knowledge, formerly owned, operated or leased by the Borrower or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the period of (i) any Buyer Entity’s ownership or operation of any of their respective current properties, (ii) any Buyer Entity’s participation in the management of any of their respective current properties, or (iii) any Buyer 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 Buyer, during and prior to the period of (i) Buyer Entity’s ownership or operation of any of their respective current properties, or (ii) any Buyer 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 properties. ​ (d) Notwithstanding any other provision herein, the representations and warranties contained in Section 5.16(a) to (c) above constitute the sole representations and warranties of each Buyer Entity with respect to their compliance, or the compliance of any properties now or previously owned or operated, with Environmental Laws or Permits or with respect to the presence of Hazardous Material. ​Closing Date.