Absence of Environmental Liabilities. To Seller's knowledge, neither Seller nor all or any portion of the Facility is in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, worker safety, environmental protection or Hazardous Materials. To Seller's knowledge, all environmental licenses, permits, clearances, covenants and authorizations material to and required for the current conduct of the Business have been obtained by Seller and are in full force and effect. As used herein, the term "Hazardous Materials" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local government authority, the State of California, any other state or the United States Government, including, without limitation, any material or substance which is: (1) PCB; (2) petroleum; (3) asbestos; (4) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpxxxxx-Xxxxxxx-Xxxxxx Xxxardous Substance Account Act); or (5) defined as a "hazardous substance" under Section 101 of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as amended ("CERCLA").
Absence of Environmental Liabilities. No environmental, reclamation or closure obligations or other liabilities for which Target or any of its Subsidiaries would be liable or responsible presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests or rights or relating to the operations and business of the Target or its Subsidiaries and there is no basis for any such obligations or liabilities to arise in the future as a result of any activity on or in respect of such property, interests, rights, operations and business. Neither Target nor any of its Subsidiaries has received inquiry from or notice of any pending investigation from any Agency or of any administrative or judicial proceeding concerning the violation of any applicable Law or any such environmental, reclamation or closure obligations or other liabilities.
Absence of Environmental Liabilities. No environmental, reclamation or closure obligations or other liabilities for which Acquireco or any of its Subsidiaries would be liable or responsible presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests or rights or relating to the operations and business of Acquireco or its Subsidiaries and there is no basis for any such obligations or liabilities to arise in the future as a result of any activity on or in respect of such property, interests, rights, operations and business. Neither Acquireco nor any of its Subsidiaries has received inquiry from or notice of any pending investigation from any Agency or of any administrative or judicial proceeding concerning the violation of any applicable Law or any such environmental, reclamation or closure obligations or other liabilities. SCHEDULE H REGULATORY APPROVALS Canada • exemption orders from the Securities Commissions from the prospectus requirements with respect to the first trade in Exchangeable Shares • approval of the TSX regarding the conditional listing of the Exchangeable Shares United States • filings required under the Securities Act and Securities Exchange Act, and other actions required by the SEC pursuant thereto SCHEDULE I SUPPORT AGREEMENT MEMORANDUM OF AGREEMENT made as of the • day of • , 2010, between Royal Gold, Inc., a corporation existing under the laws of Delaware (hereinafter referred to as “RG”), [Callco], a company existing under the laws of Canada (hereinafter referred to as “Callco”) and 7296355 Canada Ltd., a corporation existing under the laws of Canada (hereinafter referred to as “Canco”).
Absence of Environmental Liabilities. To the knowledge of the Parent and the Seller, the Seller with respect to the Acquired Business has complied with, and at all times prior to the Closing Date will comply with, all applicable environmental laws, orders, regulations, rules and ordinances adopted, imposed or promulgated by any Governmental Entity relating to the Departments, except to the extent that such noncompliance would not have a material adverse effect on the Acquired Business. To the knowledge of the Parent and the Seller, Seller with respect to the Acquired ZH-81341.3 48 Business or any of the Acquired Departments is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, worker safety, environmental hazardous materials or waste or toxic materials on, under or about any of the properties, except to the extent that such violation would not have a material adverse effect on the Acquired Business.
Absence of Environmental Liabilities. Neither Target nor, to the Target's knowledge after due inquiry, the real property at any time owned, leased or occupied by Target is in violation of any applicable federal, state or local law, ordinance, regulation or order relating to industrial hygiene, worker safety, public health and safety, environmental protection, or Hazardous Materials (as defined below) on, under or about such real property, including the soil and ground water underlying such real property. Any handling, transportation, storage, treatment or use of Hazardous Material (as defined below) that has occurred on the real property owned, leased or occupied by Target during Target's ownership, tenancy, or occupancy and prior to the Closing Date has been and will be as of the Closing Date in compliance with all applicable laws, ordinances, regulations and orders relating to Hazardous Material. As used herein, the term "Hazardous Material" means any substance, material or waste which is or becomes regulated as "hazardous," "toxic" or "dangerous" by any local government authority, or the State of California, including without limitation, any material or substance which is: (1) petroleum; (2) asbestos; (3) lead containing paint; or (4) defined as a 'hazardous substance' under Section 101 or Section 102 of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as amended ("CERCLA"), and any regulations applicable thereunder. To Target's knowledge after due inquiry, the real property at any time owned, leased or occupied by Target, including without limitation, the soil and groundwater on or under such real property, is free of any significant release of any Hazardous Material. No notification of release of Hazardous Material pursuant to CERCLA or the Federal Clean Water Act, or any state or local environmental law or regulatory requirement has been received by Target as to any of such real property.
Absence of Environmental Liabilities. At all times prior to the ------------------------------------ Closing Date, the Company and its Subsidiaries and, to the best of Seller's and Company's knowledge, all previous owners, lessees and occupants of the Real Property ("Prior Occupants") have complied with all applicable environmental laws, orders, regulations, rules and ordinances adopted, imposed or promulgated by any Governmental Body relating to the Real Property. Neither the Company, its Subsidiaries nor the Real Property is in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, worker safety, Hazardous Material (as defined below) or waste or toxic materials on, under or about any of the properties,
Absence of Environmental Liabilities. There have been no past unresolved, pending and to the best of the Company’s knowledge, after due enquiry, there are no threatened claims, complaints, notices or requests for information received by the Company or the Subsidiaries with respect to any alleged material violation of any law, statute, order, regulation, ordinance or decree; and no conditions exist at, on or under any property now or previously owned, operated or leased by the Company or the Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any law, statute, order, regulation, ordinance or decree that, individually or in the aggregate, has or may reasonably be expected to have any adverse effect with respect to the Company or the Subsidiaries;
Absence of Environmental Liabilities. To the best of Advancel's and the Selling Shareholders' knowledge, Advancel's business and the use of Advancel's assets are now, and at all times in the past have been, conducted in all material respects in full compliance with all applicable federal, state or local statutes, laws, regulations, rules, ordinances, or codes (collectively, the "Environmental Laws") which prohibit, regulate or otherwise relate to the use, treatment, storage, handling, transport, disposal or discharge of chemicals, chemical solvents, gases, pollutants or "hazardous substances" (as that term is hereinafter defined) or otherwise relate to industrial hygiene or to the protection of the environment. The term "
Absence of Environmental Liabilities. BOS has not disposed of, released or caused any contamination by any hazardous materials on or about any properties at any time owned, leased or occupied by BOS, wherever located, that in any of such cases would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on BOS. BOS has not disposed of any materials at any site that could be expected to require remediation or that is being investigated or remediated for contamination or possible contamination of the environment. BOS has conducted its business in compliance with all applicable environmental and safety requirements. BOS has no knowledge of any notice of any investigation, claim or proceeding against it relating to any environmental and safety requirements or to hazardous materials and, to BOS's knowledge, BOS has not taken any action that would reasonably be expected to involve BOS in any environmental litigation, proceeding, investigation or claim or impose any environmental liability upon BOS.
Absence of Environmental Liabilities. DYM has not disposed of, released or caused any contamination by any hazardous materials on or about any properties at any time owned, leased or occupied by DYM, wherever located, that in any of such cases would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on DYM. DYM has not disposed of any materials at any site that could be expected to require remediation or that is being investigated or remediated for contamination or possible contamination of the environment. DYM has conducted its business in compliance with all applicable environmental and safety requirements. DYM has no knowledge of any notice of any investigation, claim or proceeding against it relating to any environmental and safety requirements or to hazardous materials and, to DYM's knowledge, DYM has not taken any action that would reasonably be expected to involve DYM in any environmental litigation, proceeding, investigation or claim or impose any environmental liability upon DYM.
