Compliance with Law; Governmental Approvals. (i) Except as set forth on SCHEDULE 6.1(G), each Obligor and each of its Subsidiaries (A) has all Governmental Approvals, including permits relating to federal, state, local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligor, threatened attack by direct or collateral proceeding, and (B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including all Environmental Laws and all occupational health and safety laws applicable to any Obligor, any of its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect and in respect of which reserves in respect of such Obligor's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the Obligors. (ii) Without limiting the generality of the above, except with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: (A) the operations of each Obligor and each of its Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; (B) each Obligor and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; (C) neither any Obligor nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; (D) none of the operations of any Obligor or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; (E) none of the present nor past operations of any Obligor or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; (F) neither any Obligor nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; (G) neither any Obligor nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; (H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligor's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; (I) neither any Obligor nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including any prior owner of any of the Real Estate or other property of any Obligor or any of its Subsidiaries) relating to any Remedial Action or environmental related claim; (J) neither any Obligor nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; (K) neither any Obligor nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; (L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor or of any of its Subsidiaries; (M) the presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and (N) neither any Obligor nor any of its Subsidiaries manufactures, distributes or sells, or has ever manufactured, distributed or sold, products which contain asbestos-containing material. (iii) Each Obligor has notified the Agent of the receipt by it or any of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligor, Subsidiaries or any of their respective properties.
Appears in 3 contracts
Samples: Loan and Security Agreement (Tultex Corp), Loan and Security Agreement (Tultex Corp), Loan and Security Agreement (Tultex Corp)
Compliance with Law; Governmental Approvals. (i) Except as set forth on in SCHEDULE 6.1(G7.1(G), each Obligor such Borrower and each of its Subsidiaries Subsidiaries
(A) has all Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorsuch Borrower, threatened attack by direct or collateral proceeding, and and
(B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to any Obligorsuch Borrower, any of its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect and in respect of which reserves in respect of such ObligorBorrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the Obligorssuch Borrower or such Subsidiary, as applicable.
(ii) Without limiting the generality of the above, except as disclosed on a report delivered pursuant to SECTION 6.1(C)(12) or with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: :
(A) the operations of each Obligor such Borrower and each of its Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; ;
(B) each Obligor such Borrower and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor such Borrower and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; (C) neither any Obligor nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; (D) none of the operations of any Obligor or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; (E) none of the present nor past operations of any Obligor or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; (F) neither any Obligor nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; (G) neither any Obligor nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; (H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligor's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; (I) neither any Obligor nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including any prior owner of any of the Real Estate or other property of any Obligor or any of its Subsidiaries) relating to any Remedial Action or environmental related claim; (J) neither any Obligor nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; (K) neither any Obligor nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; (L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor or of any of its Subsidiaries; (M) the presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and (N) neither any Obligor nor any of its Subsidiaries manufactures, distributes or sells, or has ever manufactured, distributed or sold, products which contain asbestos-containing material.
(iii) Each Obligor has notified the Agent of the receipt by it or any of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligor, Subsidiaries or any of their respective properties.;
Appears in 2 contracts
Samples: Loan and Security Agreement (Winston Furniture Co of Alabama Inc), Loan and Security Agreement (Winsloew Furniture Inc)
Compliance with Law; Governmental Approvals. (i1) Except as set forth on SCHEDULE 6.1(Gin Schedule 6.1(f), each Obligor and each of its Subsidiaries Borrower
(A) has all material Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorsuch Borrower, threatened attack by direct or collateral proceeding, and and
(B) is in compliance with each material Governmental Approval applicable to it and in compliance with all other material Applicable Laws relating to it, including including, without being limited to, all material Environmental Laws and all material occupational health and safety laws applicable to any Obligorsuch Borrower, any of its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect on such Borrower and its Subsidiaries as a whole and in respect of which reserves in respect of such ObligorBorrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the Obligorssuch Borrower or such Subsidiary, as applicable.
(ii2) Without limiting the generality of the above, except as disclosed on a report delivered pursuant to Section 5.1(c)(xii) or (xiii) or with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: Effect on any Borrower and its Subsidiaries as a whole:
(A) the operations of each Obligor such Borrower and each of its Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; ;
(B) each Obligor such Borrower and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor such Borrower and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; ;
(C) neither any Obligor such Borrower nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or private party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; , except for past properties and operations covered in full by the Seller Indemnity;
(D) none of the operations of any Obligor such Borrower or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; ;
(E) to the knowledge of such Borrower, none of the present nor past operations of any Obligor such Borrower or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; , except for past operations covered in full by the Seller Indemnity;
(F) neither any Obligor such Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; ;
(G) neither any Obligor such Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; , except for instances in which the Release has been remedied in strict compliance with all Environmental Laws;
(H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligorsuch Borrower's or any of its Subsidiaries' ownership of or operations on the Real Estate, to the best of such Borrower's knowledge, there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; ;
(I) neither any Obligor such Borrower nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including including, without limitation, any prior owner of any of the Real Estate or other property of any Obligor such Borrower or any of its Subsidiaries) relating to any Remedial Action or environmental related claim; ;
(J) neither any Obligor such Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; , except for Releases covered in full by the Seller Indemnity;
(K) neither any Obligor such Borrower nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; , except for Releases covered in full by the Seller Indemnity;
(L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor such Borrower or of any of its Subsidiaries; ;
(M) the presence and condition of all asbestos-asbestos- containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and and
(N) neither any Obligor such Borrower nor any of its Subsidiaries manufactures, distributes or sells, or and has ever not, in the past 20 years, manufactured, distributed or sold, products which contain asbestos-asbestos- containing material.
(iiiO) Each Obligor Such Borrower hereby acknowledges and agrees that Agent (i) is not now, and has notified the Agent not ever been, in control of any of the receipt by it Real Estate or any of its Subsidiaries such Borrower's affairs, and (ii) does not have the capacity through the provisions of the Loan Documents or otherwise to influence such Borrower's conduct with respect to the ownership, operation or management of any of its Real Estate or compliance with Environmental Laws or Environmental Permits.
(3) Schedule 6.1(f) sets forth each notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligorany Borrower, any of their respective Subsidiaries or any of their respective properties.
Appears in 2 contracts
Samples: Loan and Security Agreement (Trism Inc /De/), Loan and Security Agreement (Trism Inc /De/)
Compliance with Law; Governmental Approvals. (i) Except as set forth on in SCHEDULE 6.1(G5.1(g), each Obligor the Borrower and each of its Subsidiaries Subsidiaries, to the best of the knowledge of the Borrower,
(A) has all Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to any pending review on appeal and is not the subject of any pending or, to the knowledge of any Obligorthe Borrower, threatened attack by other direct or collateral proceeding, and and
(B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to any Obligorthe Borrower, any of its Subsidiaries or their respective properties, except for failures to obtain or maintain Governmental Approvals and instances of noncompliance which would could not, singly or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Materially Adverse Effect and in respect of which reserves in respect of such Obligoragainst the Borrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the ObligorsBorrower or such Subsidiary, as applicable, to the extent required by GAAP.
(ii) Without limiting the generality of the above, except as disclosed on a report delivered pursuant to Sections 4.1(a)(13) or (14) or with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: , to the best of the knowledge of the Borrower, except as set forth on Schedule 5.1(g):
(A) the operations of each Obligor the Borrower and each of its Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; ;
(B) each Obligor the Borrower and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor the Borrower and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; ;
(C) neither any Obligor the Borrower nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or private party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; ;
(D) none of the operations of any Obligor the Borrower or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; ;
(E) none of the present nor or past operations of any Obligor the Borrower or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; ;
(F) neither any Obligor nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; [RESERVED];
(G) neither any Obligor the Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; ;
(H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligorthe Borrower's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have has been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCBPCBs) used in hydraulic oils, electrical transformers or other equipment; ;
(I) neither any Obligor the Borrower nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including including, without limitation, any prior owner of any of the Real Estate or other property of any Obligor the Borrower or any of its Subsidiaries) relating to any Remedial Action or environmental environment-related claim; ;
(J) neither any Obligor the Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; ;
(K) neither any Obligor the Borrower nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; ;
(L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor the Borrower or of any of its Subsidiaries; ;
(M) the presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and and
(N) since 1989, neither any Obligor the Borrower nor any of its Subsidiaries manufactures, distributes or sells, or has ever manufactured, distributed or sold, sold products which contain asbestos-containing material.
(iii) Each Obligor The Borrower has notified the Lenders and the Agent of the receipt by it the Borrower or by any of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligorthe Borrower, any of its Subsidiaries or any of their respective properties.
Appears in 2 contracts
Samples: Loan and Security Agreement (Burke Industries Inc /Ca/), Loan and Security Agreement (Burke Industries Inc /Ca/)
Compliance with Law; Governmental Approvals. (i) Except as set forth on SCHEDULE 6.1(Gin Schedule 6.1(g), or disclosed in any Phase I or Phase II testing reports provided to the Lenders, each Obligor Borrower and each of its Subsidiaries (A) Subsidiary has all Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any ObligorBorrower, threatened attack by direct or collateral proceeding, and (B) to the best of the knowledge of the Borrowers, is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to any Obligorsuch Borrower, any of its Subsidiaries Subsidiary or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect on the Borrowers taken as a whole and in respect of which reserves in respect of such ObligorBorrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the Obligors.
(ii) appropriate Borrower or Subsidiary, as applicable. Without limiting the generality of the above, except with respect as disclosed in writing to matters which could not reasonably be expected the Lenders and the Agent prior to havethe Agreement Date, singly or in the aggregate, a Materially Adverse Effect: (A) the operations of each Obligor Borrower and each of its Subsidiaries Subsidiary comply in all material respects with all material applicable environmental, health and safety requirements of Applicable Law; (B) each Obligor and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; (C) neither any Obligor nor any of its Subsidiaries nor any of their respective present no Borrower or past property or operations are subject to any order from or agreement with any public authority or party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; (D) none of the operations of any Obligor or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; (E) none of the present nor past operations of any Obligor or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; (F) neither any Obligor nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; (G) neither any Obligor nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; (H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligor's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; (I) neither any Obligor nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including any prior owner of any of the Real Estate or other property of any Obligor or any of its Subsidiaries) relating to any Remedial Action or environmental related claim; (J) neither any Obligor nor any of its Subsidiaries Subsidiary has received any notice or written claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; (K) neither any Obligor nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; (L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor or of any of its Subsidiaries; (M) the presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and (N) neither any Obligor nor any of its Subsidiaries manufactures, distributes or sells, or has ever manufactured, distributed or sold, products which contain asbestos-containing material.
(iii) . Each Obligor Borrower has notified the Agent and each Lender of the receipt by it or by any of its Subsidiaries Subsidiary of any written notice of a material violation of any Environmental Laws and or occupational health and safety laws applicable to such ObligorBorrower, Subsidiaries any Subsidiary or any of their respective properties.
Appears in 1 contract
Samples: Loan and Security Agreement (Collins Industries Inc)
Compliance with Law; Governmental Approvals. (i) Except as set forth on SCHEDULE 6.1(Gin Schedule 6.1(g), each Obligor Borrower and each of its Subsidiaries (A) has all Governmental Approvals, including permits relating to federal, state, local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any ObligorBorrower, threatened attack by direct or collateral proceeding, and (B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to any ObligorBorrower, any of its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect and in respect of which reserves in respect of such ObligorBorrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the ObligorsBorrowers.
(ii) Without limiting the generality of the above, except as disclosed on a report delivered pursuant to Section 5.1(d) or with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: (A) the operations of each Obligor Borrower and each of its Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; (B) each Obligor Borrower and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; (C) neither any Obligor nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; (D) none of the operations of any Obligor or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; (E) none of the present nor past operations of any Obligor or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; (F) neither any Obligor nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; (G) neither any Obligor nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; (H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligor's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; (I) neither any Obligor nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including any prior owner of any of the Real Estate or other property of any Obligor or any of its Subsidiaries) relating to any Remedial Action or environmental related claim; (J) neither any Obligor nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; (K) neither any Obligor nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; (L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor or of any of its Subsidiaries; (M) the presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and (N) neither any Obligor nor any of its Subsidiaries manufactures, distributes or sells, or has ever manufactured, distributed or sold, products which contain asbestos-containing material.,
(iii) Each Obligor Borrower has notified the Agent of the receipt by it or any of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such ObligorBorrower, Subsidiaries or any of their respective properties.
Appears in 1 contract
Samples: Loan and Security Agreement (American Aircarriers Support Inc)
Compliance with Law; Governmental Approvals. (i) Except as set forth on in SCHEDULE 6.1(G7.1(H), each Obligor the Borrower and each of its Subsidiaries Subsidiaries
(A) has all Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorthe Borrower, threatened attack by direct or collateral proceeding, and and
(B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to any Obligorthe Borrower, any of its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect on the Borrower or any of its Subsidiaries and in respect of which reserves in respect of such Obligorthe Borrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the ObligorsBorrower or such Subsidiary, as applicable.
(ii) Without limiting the generality of the above, except as disclosed on a report delivered pursuant to SECTION 6.1(F)(XIX) or (XX) or with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: Effect on the Borrower or any of its Subsidiaries:
(A) the operations of each Obligor the Borrower and each of its Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; ;
(B) each Obligor the Borrower and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor the Borrower and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; ;
(C) neither any Obligor the Borrower nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or private party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; ;
(D) none of the operations of any Obligor the Borrower or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; ;
(E) none of the present nor past operations of any Obligor the Borrower or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; ;
(F) neither any Obligor the Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; ;
(G) neither any Obligor the Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; ;
(H) except Except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligorthe Borrower's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; ;
(I) neither any Obligor the Borrower nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including including, without limitation, any prior owner of any of the Real Estate or other property of any Obligor the Borrower or any of its Subsidiaries) relating to any Remedial Action or environmental related claim; ;
(J) neither any Obligor the Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; ;
(K) neither any Obligor the Borrower nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; ;
(L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor the Borrower or of any of its Subsidiaries; ;
(M) the presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and and
(N) neither any Obligor the Borrower nor any of its Subsidiaries manufactures, distributes or sells, or and has ever never manufactured, distributed or sold, products which contain asbestos-containing material.
(iii) Each Obligor The Borrower has notified the Agent Lender of the receipt by it or by any of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligorthe Borrower, any of its Subsidiaries or any of their respective properties.
Appears in 1 contract
Compliance with Law; Governmental Approvals. (i) Except as set forth on SCHEDULE 6.1(Gin Schedule 6.1(f), each Obligor and each of its Subsidiaries Borrower
(A) has all material Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorsuch Borrower, threatened attack by direct or collateral proceeding, and and
(B) is in compliance with each material Governmental Approval applicable to it and in compliance with all other material Applicable Laws relating to it, including including, without being limited to, all material Environmental Laws and all material occupational health and safety laws applicable to any Obligor, any of such Borrower or its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect on such Borrower and its Subsidiaries as a whole and in respect of which reserves in respect of such ObligorBorrower's or such its Subsidiary's reasonably anticipated liability therefor therefore have been established on the consolidated books of the Obligorssuch Borrower or such Subsidiary, as applicable.
(ii) Without limiting the generality of the above, except as disclosed on a report delivered pursuant to Section 5.1(b)(xv) or with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: Effect on such Borrower:
(A) the operations of each Obligor such Borrower and each of its Subsidiaries comply complies in all material respects with all applicable environmental, health and safety requirements of Applicable Law; ;
(B) each Obligor such Borrower and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, operation and all such permits are in good standing and each Obligor such Borrower and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; ;
(C) neither any Obligor such Borrower nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or private party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; environment or otherwise arising from the environmental, health or safety requirements of any Applicable Law;
(D) none of the operations of any Obligor such Borrower or of any of its Subsidiaries Subsi- diaries is subject to any judicial or administrative proceeding proceed- ing alleging a violation of any environmental, health or safety requirement of Applicable Law; ;
(E) none of the present nor past operations of any Obligor such Borrower or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; ;
(F) neither any Obligor such Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; ;
(G) neither any Obligor such Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; ;
(H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligorsuch Borrower's or any of its Subsidiaries' ownership of or operations on the Real Estate, Estate there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; equipment on the Real Estate;
(I) neither any Obligor such Borrower nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including including, without limitation, any prior owner of any of the Real Estate or other property of any Obligor such Borrower or any of its Subsidiaries) relating to any Remedial Action or environmental environmentally-related claim; ;
(J) neither any Obligor such Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; ;
(K) neither any Obligor such Borrower nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; ;
(L) no Environmental Lien has attached to any of the owned Real Estate or other property of any Obligor such Borrower or of any of its Subsidiaries; , or, to the knowledge of any Borrower or any Subsidiary thereof, any of the leased Real Estate;
(M) the presence and condition of all asbestos-containing material which is on or part of the owned Real Estate or, to the knowledge of any Borrower or any Subsidiary thereof, on or part of any of the leased Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and ;
(N) neither any Obligor such Borrower nor any of its Subsidiaries manufactures, distributes or sells, or and has ever not, in the past twenty (20) years, manufactured, distributed or sold, products which contain asbestos-containing material; and
(O) such Borrower hereby acknowledges and agrees that Agent (i) is not now, and has not ever been, in control of any of the Real Estate or any of such Borrower's affairs, and (ii) does not have the capacity through the provisions of the Loan Documents or otherwise to influence such Borrower's conduct with respect to the ownership, operation or management of any of its Real Estate or compliance with Environmental Laws or Environmental Permits.
(iii) Each Obligor has notified the Agent of the receipt Schedule 6.1(f) sets forth each notice received by it any Borrower or any of its Subsidiaries of any notice Subsidiary of a material violation of any Environmental Laws and occupational health and safety laws applicable to such ObligorBorrower, any of its respective Subsidiaries or any of their respective properties.
Appears in 1 contract
Samples: Loan and Security Agreement (Tropical Sportswear International Corp)
Compliance with Law; Governmental Approvals. (i) Except as set forth on in SCHEDULE 6.1(G7.1(H), each Obligor the Borrower and each of its Subsidiaries Subsidiaries
(A) has all Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorthe Borrower, threatened attack by direct or collateral proceeding, and and
(B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to any Obligorthe Borrower, any of its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect on the Borrower or any of its Subsidiaries and in respect of which reserves in respect of such Obligorthe Borrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the ObligorsBorrower or such Subsidiary, as applicable.
(ii) Without limiting the generality of the above, except with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: Effect on the Borrower or any of its Subsidiaries:
(A) the operations of each Obligor the Borrower and each of its Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; ;
(B) each Obligor the Borrower and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor the Borrower and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; ;
(C) neither any Obligor the Borrower nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or private party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; ;
(D) none of the operations of any Obligor the Borrower or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; ;
(E) none of the present nor or past operations of any Obligor the Borrower or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; ;
(F) neither any Obligor the Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; ;
(G) neither any Obligor the Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; ;
(H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligorthe Borrower's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have has been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCBPCBs) used in hydraulic oils, electrical transformers or other equipment; ;
(I) neither any Obligor the Borrower nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including including, without limitation, any prior owner of any of the Real Estate or other property of any Obligor the Borrower or any of its Subsidiaries) relating to any Remedial Action or environmental environment-related claim; ;
(J) neither any Obligor the Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; ;
(K) neither any Obligor the Borrower nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; ;
(L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor the Borrower or of any of its Subsidiaries; ;
(M) the presence and condition of all asbestos-asbestos- containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and and
(N) neither any Obligor the Borrower nor any of its Subsidiaries manufactures, distributes or sells, or and has ever never manufactured, distributed or sold, products which contain asbestos-containing material.
(iii) Each Obligor The Borrower has notified the Lenders and the Agent of the receipt by it the Borrower or by any of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligorthe Borrower, any of its Subsidiaries or any of their respective properties.
Appears in 1 contract
Compliance with Law; Governmental Approvals. (i1) Except as set forth on SCHEDULE 6.1(Gin Schedule 6.1(f), each Obligor Borrower and each of its Subsidiaries Guarantor
(A) has all material Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorsuch Borrower, threatened attack by direct or collateral proceeding, and and
(B) is in compliance with each material Governmental Approval applicable to it and in compliance with all other material Applicable Laws relating to it, including including, without being limited to, all material Environmental Laws and all material occupational health and safety laws applicable to any Obligorsuch Borrower, any of its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect on such Borrower and its Subsidiaries as a whole and in respect of which reserves in respect of such ObligorBorrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the Obligorssuch Borrower or such Subsidiary, as applicable.
(ii2) Without limiting the generality of the above, except as disclosed on a report delivered pursuant to Section 5.1(c)(xii) or (xiii) or with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: Effect on any Borrower, any Guarantor and their respective Subsidiaries as a whole:
(A) the operations of each Obligor such Borrower, such Guarantor and each of its their respective Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; ;
(B) each Obligor such Borrower, such Guarantor and each of its their respective Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor such Borrower, such Guarantor and each of its their respective Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; ;
(C) neither any Obligor such Borrower, such Guarantor nor any of its their respective Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or private party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; ;
(D) none of the operations of any Obligor such Borrower, such Guarantor or of any of its their respective Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; ;
(E) to the knowledge of such Borrower or such Guarantor, none of the present nor past operations of any Obligor such Borrower, such Guarantor or any of its their respective Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; ;
(F) neither any Obligor such Borrower, such Guarantor nor any of its their respective Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; ;
(G) neither any Obligor such Borrower, such Guarantor nor any of its their respective Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; ;
(H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligorsuch Borrower's, such Guarantor's or any of its their respective Subsidiaries' ownership of or operations on the Real Estate, to the best of such Borrower's or such Guarantor's knowledge, there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; ;
(I) neither any Obligor such Borrower, such Guarantor nor any of its their respective Subsidiaries has entered into any negotiations or agreements with any Person (including including, without limitation, any prior owner of any of the Real Estate or other property of any Obligor such Borrower, such Guarantor or any of its their respective Subsidiaries) relating to any Remedial Action or environmental related claim; ;
(J) neither any Obligor such Borrower, such Guarantor nor any of its their respective Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; ;
(K) neither any Obligor such Borrower, such Guarantor nor any of its their respective Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; ;
(L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor such Borrower, such Guarantor or of any of its their respective Subsidiaries; ;
(M) the presence and condition of all asbestos-asbestos- containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and (N) neither any Obligor such Borrower, such Guarantor nor any of its their respective Subsidiaries manufactures, distributes or sells, or and has ever not, in the past twenty (20) years, manufactured, distributed or sold, products which contain asbestos-containing material.
(iii) Each Obligor has notified the Agent of the receipt by it or any of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligor, Subsidiaries or any of their respective properties.
Appears in 1 contract
Compliance with Law; Governmental Approvals. (i) Except as set forth on SCHEDULE 6.1(Gin Schedule 7.1(g), each Obligor the Borrower and each of its Subsidiaries (A) has all Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorthe Borrower, threatened attack by direct or collateral proceeding, and (B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to any Obligorthe Borrower, any of its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect and in respect of which reserves in respect of such Obligorthe Borrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the ObligorsBorrower or such Subsidiary, as applicable, if such reserves would be required by GAAP.
(ii) Without limiting the generality of the above, except as disclosed on a report delivered pursuant to Section 6.1(e)(xix) or (xx) or with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: , (A) the operations of each Obligor the Borrower and each of its Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable LawEnvironmental Laws; (B) each Obligor the Borrower and each of its Subsidiaries has obtained all environmental, health permits required pursuant to Environmental Laws and safety permits necessary for its operation, and all such permits are in good standing and each Obligor the Borrower and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; (C) neither any Obligor the Borrower nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or private party respecting (x1) any environmental, health or safety requirements of Applicable LawEnvironmental Laws, (y2) any Remedial Action, or (z3) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; (D) none of the operations of any Obligor the Borrower or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable LawEnvironmental Laws; (E) none of the present nor past operations of any Obligor the Borrower or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; (F) neither any Obligor the Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law Environmental Laws indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; (G) neither any Obligor the Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Environmental Law reporting a Release of a Contaminant into the environment; (H) except Except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligorthe Borrower's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; (I) neither any Obligor the Borrower nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including including, without limitation, any prior owner of any of the Real Estate or other property of any Obligor the Borrower or any of its Subsidiaries) relating to any Remedial Action or environmental related claim; (J) neither any Obligor the Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; (K) neither any Obligor the Borrower nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; (L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor the Borrower or of any of its Subsidiaries; (M) the presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable LawLaws; and (N) neither any Obligor the Borrower nor any of its Subsidiaries manufactures, distributes or sells, or and has ever never manufactured, distributed or sold, products which contain asbestos-containing material.
(iii) Each Obligor The Borrower has notified the Agent Lenders of the receipt by it or by any of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligorthe Borrower, any of its Subsidiaries or any of their respective properties.
Appears in 1 contract
Samples: Loan and Security Agreement (Ithaca Industries Inc)
Compliance with Law; Governmental Approvals. (i) Except as set forth on SCHEDULE 6.1(Gin Schedule 6.1(d), each Obligor of the Borrower and each of its Subsidiaries Subsidiaries
(A) has all Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, regulations required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorthe Borrower, threatened attack by direct or collateral proceeding, and ,
(B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to the Borrower or its Subsidiaries or their respective properties, and
(C) may execute, deliver and perform its obligations under the Loan Documents to which it is a party, without conflict with, a breach of or default under any Obligormaterial provisions of any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries is a party or by which the Borrower, any of its Subsidiaries or any of its or their respective propertiesproperty may be bound, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect and in respect of which adequate reserves in respect of such Obligor's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the ObligorsBorrower or such Subsidiary.
(ii) Without limiting the generality of the above, except with respect to matters which could not reasonably be expected to have, singly or have in the aggregate, aggregate a Materially Adverse Effect: Effect and except as disclosed by the Borrower to the Lenders prior to the Agreement Date, to the knowledge of the Borrower:
(A) Neither the operations of each Obligor and each of its Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; (B) each Obligor and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; (C) neither any Obligor Borrower nor any of its Subsidiaries nor any of their respective present property or operations, nor their past property or operations operations, are subject to any order from or agreement with any public authority or private party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and or costs arising from the Release or threatened Release of a Contaminant into the environment; ;
(DB) none None of the operations of the Borrower or any Obligor or of any of its Subsidiaries Subsidiary is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; ;
(EC) none None of the present nor past operations of any Obligor the Borrower or any of its Subsidiaries Subsidiary is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; ;
(FD) neither any Obligor Neither the Borrower nor any of its Subsidiaries Subsidiary has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; ;
(GE) neither any Obligor Neither the Borrower nor any of its Subsidiaries Subsidiary has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; ;
(HF) except Except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligor's or any of its Subsidiaries' ownership of or the Borrower’s operations on the Real Estate, there have been no (1w) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2x) use of underground storage tanks or surface impoundments, (3y) use of asbestos-containing materials, or (4z) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; ;
(IG) neither any Obligor Neither the Borrower nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including any prior owner of any of the Real Estate or other property of any Obligor or any of its Subsidiaries) relating to any Remedial Action or environmental related claim; (J) neither any Obligor nor any of its Subsidiaries Subsidiary has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; ;
(KH) neither any Obligor nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; (L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor or of any of its Subsidiaries; (M) the The presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and and
(NI) neither any Obligor Neither the Borrower nor any of its Subsidiaries manufacturesSubsidiary has manufactured, distributes distributed or sellssold, or nor has it ever manufactured, distributed or sold, products which contain asbestos-containing material.; and
(iii) Each Obligor has The Borrower and its Subsidiaries have notified the Agent Lenders of the their receipt by it or any of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligor, Subsidiaries Borrower or any of Subsidiary or their respective properties.
Appears in 1 contract
Compliance with Law; Governmental Approvals. (i) Except as set forth on in SCHEDULE 6.1(G7.1(g), each Obligor Borrower and each of its Subsidiaries Subsidiary
(A) has all Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorthe Borrowers, threatened attack by direct or collateral proceeding, and and
(B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to any ObligorBorrower, any of its Subsidiaries Subsidiary or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect and in respect of which reserves in respect of such Obligorany Borrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the Obligorssuch Borrower or such Subsidiary, as applicable.
(ii) Without limiting the generality of the above, except as disclosed on a report delivered pursuant to SECTION 6.1(c)(11) or with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: :
(A) the operations of each Obligor Borrower and each of its Subsidiaries Subsidiary comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; ;
(B) each Obligor Borrower and each of its Subsidiaries Subsidiary has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor Borrower and each of its Subsidiaries Subsidiary is in compliance in all material respects with all terms and conditions of such permits; ;
(C) neither any Obligor such Borrower nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or private party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; ;
(D) except as set forth in SCHEDULE 7.1(g), none of the operations of any Obligor such Borrower or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; ;
(E) none of the present nor or past operations of any Obligor such Borrower or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; ;
(F) neither any Obligor such Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; ;
(G) neither any Obligor such Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; ;
(H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligorsuch Borrower's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have has been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCBPCBs) used in hydraulic oils, electrical transformers or other equipment; ;
(I) neither any Obligor such Borrower nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including including, without limitation, any prior owner of any of the Real Estate or other property of any Obligor such Borrower or any of its Subsidiaries) relating to any Remedial Action or environmental environment-related claim; ;
(J) neither any Obligor such Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; ;
(K) neither any Obligor such Borrower nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; ;
(L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor the Borrowers or of any of its the Subsidiaries; ;
(M) the presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and and
(N) neither any Obligor no Borrower nor any of its Subsidiaries Subsidiary manufactures, distributes or sells, or and has ever never manufactured, distributed or sold, products which contain asbestos-containing material.
(iii) Each Obligor has The Borrowers have notified the Lenders and the Administrative Agent of the receipt by it any Borrower or any of its Subsidiaries Subsidiary of any written notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligora Borrower, any of its Subsidiaries or any of their respective properties.
Appears in 1 contract
Compliance with Law; Governmental Approvals. (i) Except as set forth on SCHEDULE 6.1(G)Schedule 6.1(g) or as otherwise provided in Sections 6.1(l) or 9.6, each Obligor and each of its US and UK Subsidiaries (A) has all Governmental Approvals, including permits relating to federal, state, local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligor, threatened attack by direct or collateral proceeding, and (B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including all Environmental Laws and all occupational health and safety laws applicable to any Obligor, any of its Subsidiaries the US and UK Subsidiaries, or their respective properties, except in the case of (A) or (B) for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect and in respect of which reserves in respect of such Obligor's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the ObligorsEffect.
(ii) Without limiting the generality of the above, except with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: (A) the operations of each Obligor and each of its Subsidiaries the US and UK Subsidiaries, comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; (B) each Obligor and each of its the US and UK Subsidiaries has obtained all environmental, health and safety permits necessary for its operationoperation except where the failure to obtain such permits would constitute or cause a Materially Adverse Effect, and all such permits are in good standing and each Obligor and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; (C) neither any Obligor nor any of its US and UK Subsidiaries nor with respect to any of their its respective present or past property or operations are subject to has received notice of any specific order from or agreement with any public authority or party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; (D) none of the operations of any Obligor or of any of its the US and UK Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; (E) to the knowledge of the Obligors, none of the present nor past operations of any Obligor or any of its the US and UK Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; (F) neither any Obligor nor any of its the US and UK Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; (G) neither any Obligor nor any of its the US and UK Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; (H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligor's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; (I) neither any Obligor nor any of its US and UK Subsidiaries has entered into any negotiations or agreements with any Person (including any prior owner of any of the Real Estate or other property of any Obligor or any of its US and UK Subsidiaries) relating to any Remedial Action or environmental related claim; (J) neither any Obligor nor any of its the US and UK Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; (K) neither any Obligor nor any of its US and UK Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; (L) to the knowledge of the Obligors, no Environmental Lien has attached to any of the Real Estate or other property of any Obligor or of any of its the US and UK Subsidiaries; (M) the presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and (N) neither any Obligor nor any of its US and UK Subsidiaries manufactures, distributes or sells, or has ever manufactured, distributed or sold, products which contain asbestos-containing material.
(iii) Each Obligor has notified the Agent of the receipt by it or any of its US and UK Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligor, US and UK Subsidiaries or any of their respective properties.
Appears in 1 contract
Samples: Loan and Security Agreement (Safety Components International Inc)
Compliance with Law; Governmental Approvals. (i) Except as set forth on in SCHEDULE 6.1(G6.1(h), each Obligor Borrower and each of its Subsidiaries (A) has all Governmental Approvals, including permits relating to federal, state, local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any ObligorBorrower, threatened attack by direct or collateral proceeding, and (B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to any ObligorBorrower, any of its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect and in respect of which reserves in respect of such ObligorBorrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the ObligorsBorrowers.
(ii) Without limiting the generality of the above, except as disclosed on a report delivered pursuant to SECTION 5.1(d) or with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: (A) the operations of each Obligor Borrower and each of its Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; (B) each Obligor Borrower and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor Borrower and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; (C) neither any Obligor Borrower nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; (D) none of the operations of any Obligor or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; (E) none of the present nor past operations of any Obligor or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; (F) neither any Obligor nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; (G) neither any Obligor nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; (H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligor's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; (I) neither any Obligor nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including any prior owner of any of the Real Estate or other property of any Obligor or any of its Subsidiaries) relating to any Remedial Action or environmental related claim; (J) neither any Obligor nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; (K) neither any Obligor nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; (L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor or of any of its Subsidiaries; (M) the presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and (N) neither any Obligor nor any of its Subsidiaries manufactures, distributes or sells, or has ever manufactured, distributed or sold, products which contain asbestos-containing material.from
(iii) Each Obligor Borrower has notified the Agent of the receipt by it or any of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such ObligorBorrower, Subsidiaries or any of their respective properties.
Appears in 1 contract
Samples: Loan and Security Agreement (Kellstrom Industries Inc)
Compliance with Law; Governmental Approvals. (i) Except as set forth on in SCHEDULE 6.1(G6.1(F), each Obligor and each of its Subsidiaries Credit Party
(A) has all material Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorsuch Credit Party, threatened attack by direct or collateral proceeding, and and
(B) is in compliance with each material Governmental Approval applicable to it and in compliance with all other material Applicable Laws relating to it, including including, without being limited to, all material Environmental Laws and all material occupational health and safety laws applicable to any Obligor, any of such Credit Party or its Subsidiaries or their respective properties, except in the case of CLAUSES (A) and (B) above, for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or not have a Materially Adverse Effect and in respect of which reserves in respect of such Obligor's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the ObligorsEffect.
(ii) Without limiting the generality of the above, except with respect to matters which could not reasonably be expected to have, singly or in the aggregate, have a Materially Adverse Effect: :
(A) the operations of each Obligor and each of its Subsidiaries such Credit Party comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; ;
(B) each Obligor and each of its Subsidiaries such Credit Party has obtained all environmental, health and safety permits necessary for its operation, operation and all such permits are in good standing and each Obligor and each of its Subsidiaries such Credit Party is in compliance in all material respects with all terms and conditions of such permits; ;
(C) neither any Obligor such Credit Party nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or private party applicable to such Credit Party or its present or past property or operations and respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; ;
(D) none of the operations of any Obligor or of any of its Subsidiaries such Credit Party is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; ;
(E) none of the present nor past operations of any Obligor or any of its Subsidiaries such Credit Party is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; ;
(F) neither any Obligor nor any of its Subsidiaries such Credit Party has not filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; ;
(G) neither any Obligor nor any of its Subsidiaries such Credit Party has not filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; ;
(H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligorsuch Credit Party's or any of its Subsidiaries' ownership of or operations on the Real Estate, Estate there have been been, to such Credit Party's knowledge, no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, materials or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; equipment on the Real Estate;
(I) neither any Obligor nor any of its Subsidiaries such Credit Party has not entered into any negotiations or agreements with any Person (including including, without limitation, any prior owner of any of the Real Estate or other property of any Obligor or any of its Subsidiariessuch Credit Party) relating to any Remedial Action or environmental environmentally-related claim; ;
(J) neither any Obligor nor any of its Subsidiaries such Credit Party has not received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; ;
(K) neither any Obligor nor any of such Credit Party does not, to its Subsidiaries has knowledge, have any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; ;
(L) no Environmental Lien has attached to any of the owned Real Estate (if any) or other personal property of any Obligor or such Credit Party, or, to the knowledge of any Credit Party, any of its Subsidiaries; the leased Real Estate;
(M) the presence and condition of all asbestos-containing material which is to the knowledge of any Credit Party, on or part of any of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and ;
(N) neither any Obligor nor any of its Subsidiaries manufacturessuch Credit Party does not manufacture, distributes distribute or sellssell, or and has ever not, in the past twenty (20) years, manufactured, distributed or sold, products which contain asbestos-containing material; and
(O) such Credit Party hereby acknowledges and agrees that Agent (i) is not now, and has not ever been, in control of any of the Real Estate or any of such Credit Party's affairs, and (ii) does not have the capacity through the provisions of the Loan Documents or otherwise to influence such Credit Party's conduct with respect to the ownership, operation or management of any of its Real Estate or compliance with Environmental Laws or Environmental Permits.
(iii) Each Obligor has notified the Agent SCHEDULE 6.1(F) sets forth, as of the receipt Effective Date, each notice received by it any Credit Party from a Governmental Authority or pursuant to any of its Subsidiaries of any notice legal proceeding during the last five (5) years of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligor, Subsidiaries Credit Party or any of their respective properties.
Appears in 1 contract
Samples: Loan and Security Agreement (Loehmanns Holdings Inc)
Compliance with Law; Governmental Approvals. (i) Except as set forth on SCHEDULE 6.1(G------------------------------------------- in Schedule 5.1(f), each Obligor of Borrower and each of its Subsidiaries (Ai) has --------------- all Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, regulations required by any Applicable Law applicable law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any ObligorBorrower or such Subsidiary, as applicable, threatened attack by direct or collateral proceeding, and (Bii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws applicable laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to any Obligor, any of Borrower or such Subsidiary or its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect and in respect of which adequate reserves in respect of such Obligor's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the Obligors.
(ii) Borrower or such Subsidiary, as applicable. Without limiting the generality of the aboveforgoing, except with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: as otherwise disclosed on Schedule 5.1(f): ---------------
(Ai) the operations of each Obligor and each of its Subsidiaries comply Borrower has complied in all material respects with all applicable environmental, health Environmental Laws and safety requirements of Applicable Law; (B) each Obligor and each neither Borrower nor any of its Subsidiaries presently owned real property or presently conducted operations, nor its previously owned real property or prior operations, is subject to any enforcement order from or liability agreement with any Governmental Authority or private Person respecting (i) compliance with any Environmental Law or (ii) any potential liabilities and costs or remedial action arising from the Release or threatened Release of a Contaminant.
(ii) Borrower has obtained all environmental, health and safety permits necessary for its operationcurrent operations under Environmental Laws, and all such permits are in good standing and each Obligor and each of its Subsidiaries Borrower is in compliance in with all material respects with all terms and conditions of such permits; .
(Ciii) neither any Obligor Neither Borrower, nor to the best of Borrower's knowledge any of its Subsidiaries nor predecessors in interest, has in violation of any Environmental Law stored, treated, or disposed of their respective present any hazardous waste.
(iv) Borrower has not received any summons, complaint, order, or past property similar written notice indicating that it is not currently in compliance with, or operations are subject that any Governmental Authority is investigating its compliance with, any Environmental Laws or that it is or may be liable to any order from or agreement with any public authority or party respecting (x) any environmental, health or safety requirements other Person as a result of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the a Release or threatened Release of a Contaminant into Contaminant.
(v) To the environment; (D) none best of the operations of any Obligor or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmentalBorrowers' knowledge, health or safety requirement of Applicable Law; (E) none of the present nor or past operations of any Obligor or any of its Subsidiaries Borrower is the subject of any investigation by any public authority Governmental Authority evaluating whether any Remedial Action remedial action is needed to respond to a Release or threatened Release of a Contaminant into Contaminant.
(vi) Except as described in Schedule 5.1 (f), there is not now, nor to the environment; best of Borrower's knowledge has there ever been on or in the Real Estate of Borrower:
(FA) neither any Obligor nor underground storage tanks or surface impoundments,
(B) any of its Subsidiaries asbestos-containing material, or
(C) any polychlorinated biphenyls (PCBs) used in hydraulic oils, electrical transformers, or other equipment.
(vii) Borrower has not filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; (G) neither any Obligor nor any of its Subsidiaries has filed any notice under any requirement of Applicable Environmental Law reporting a spill or accidental and unpermitted Release or discharge of a Contaminant into the environment; .
(Hviii) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligor's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; (I) neither any Obligor nor any of its Subsidiaries Borrower has not entered into any negotiations or settlement agreements with any Person (including any the prior owner of any of the Real Estate its property) imposing material obligations or other property of any Obligor or any of its Subsidiaries) relating liabilities on Borrower with respect to any Remedial Action or environmental related claim; (J) neither any Obligor nor any of its Subsidiaries has received any notice or claim remedial action in response to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into or environmentally related claim.
(ix) None of the environment; products manufactured, distributed, or sold by Borrower contains asbestos containing material.
(Kx) neither any Obligor nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; (L) no No Environmental Lien has attached to any of the Real Estate or other property of any Obligor or of any of its Subsidiaries; (M) the presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and (N) neither any Obligor nor any of its Subsidiaries manufactures, distributes or sells, or has ever manufactured, distributed or sold, products which contain asbestos-containing material.
(iii) Each Obligor has notified the Agent of the receipt by it Borrower or any Subsidiary of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligor, Subsidiaries or any of their respective propertiesBorrower.
Appears in 1 contract
Compliance with Law; Governmental Approvals. (i) Except as set forth on SCHEDULE 6.1(Gin Schedule 7.1(g), each Obligor the Borrower and each of its Subsidiaries (A) has all Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorthe Borrower, threatened attack by direct or collateral proceeding, and (B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to any Obligorthe Borrower, any of its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect and in respect of which reserves in respect of such Obligorthe Borrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the ObligorsBorrower or such Subsidiary, as applicable, if such reserves would be required by GAAP.
(ii) Without limiting the generality of the above, except as disclosed on an environmental report previously delivered to the Lenders or with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: , (A) the operations of each Obligor the Borrower and each of its Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable LawEnvironmental Laws; (B) each Obligor the Borrower and each of its Subsidiaries has obtained all environmental, health permits required pursuant to Environmental Laws and safety permits necessary for its operation, and all such permits are in good standing and each Obligor the Borrower and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; (C) neither any Obligor the Borrower nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or private party respecting (x1) any environmental, health or safety requirements of Applicable LawEnvironmental Laws, (y2) any Remedial Action, or (z3) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; (D) none of the operations of any Obligor the Borrower or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable LawEnvironmental Laws; (E) none of the present nor past operations of any Obligor the Borrower or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; (F) neither any Obligor the Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law Environmental Laws indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; (G) neither any Obligor the Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Environmental Law reporting a Release of a Contaminant into the environment; (H) except Except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligorthe Borrower's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; (I) neither any Obligor the Borrower nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including including, without limitation, any prior owner of any of the Real Estate or other property of any Obligor the Borrower or any of its Subsidiaries) relating to any Remedial Action or environmental related claim; (J) neither any Obligor the Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; (K) neither any Obligor the Borrower nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; (L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor the Borrower or of any of its Subsidiaries; (M) the presence and condition of all asbestos-asbestos- containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable LawLaws; and (N) neither any Obligor the Borrower nor any of its Subsidiaries manufactures, distributes or sells, or and has ever never manufactured, distributed or sold, products which contain asbestos-containing material.
(iii) Each Obligor The Borrower has notified the Agent Lenders of the receipt by it or by any of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligorthe Borrower, any of its Subsidiaries or any of their respective properties.
Appears in 1 contract
Samples: Loan and Security Agreement (Ithaca Industries Inc)
Compliance with Law; Governmental Approvals. (i) Except as set forth on SCHEDULE 6.1(Gin Schedule 7.1(h), each Obligor the Borrower and each of its Subsidiaries Subsidiaries
(A) has all Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorthe Borrower, threatened attack by direct or collateral proceeding, and and
(B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to any Obligorthe Borrower, any of its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect on the Borrower or any of its Subsidiaries and in respect of which reserves in respect of such Obligorthe Borrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the ObligorsBorrower or such Subsidiary, as applicable.
(ii) Without limiting the generality of the above, except with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: Effect on the Borrower or any of its Subsidiaries:
(A) the operations of each Obligor the Borrower and each of its Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; ;
(B) each Obligor the Borrower and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor the Borrower and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; ;
(C) neither any Obligor the Borrower nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or private party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; ;
(D) none of the operations of any Obligor the Borrower or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; ;
(E) none of the present nor or past operations of any Obligor the Borrower or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; ;
(F) neither any Obligor the Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; ;
(G) neither any Obligor the Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; ;
(H) except are in compliance in all material respects with applicable Environmental Laws, during the course of any Obligorthe Borrower's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; ;
(I) neither any Obligor the Borrower nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including including, without limitation, any prior owner of any of the Real Estate or other property of any Obligor the Borrower or any of its Subsidiaries) relating to any Remedial Action or environmental related claim; ;
(J) neither any Obligor the Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; ;
(K) neither any Obligor the Borrower nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; ;
(L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor the Borrower or of any of its Subsidiaries; ;
(M) the presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and and
(N) neither any Obligor the Borrower nor any of its Subsidiaries manufactures, distributes or sells, or and has ever never manufactured, distributed or sold, products which contain asbestos-containing material.
(iii) Each Obligor the Borrower has notified the Agent Lenders of the receipt by it or by any of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligorthe Borrower, any of its Subsidiaries or any of their respective properties.
Appears in 1 contract
Samples: Loan and Security Agreement (Standard Commercial Corp)
Compliance with Law; Governmental Approvals. (i) Except as set forth on in SCHEDULE 6.1(G6.1(H), each Obligor the Borrower and each of its Subsidiaries Subsidiaries
(A) has all Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorthe Borrower, threatened attack by direct or collateral proceeding, and and
(B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to any Obligorthe Borrower, any of its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect on the Borrower or any of its Subsidiaries and in respect of which reserves in respect of such Obligorthe Borrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the ObligorsBorrower or such Subsidiary, as applicable.
(ii) Without limiting the generality of the above, except with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: Effect on the Borrower or any of its Subsidiaries:
(A) the operations of each Obligor the Borrower and each of its Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; ;
(B) each Obligor the Borrower and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor the Borrower and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; ;
(C) neither any Obligor the Borrower nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or private party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; ;
(D) none of the operations of any Obligor the Borrower or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; ;
(E) none of the present nor or past operations of any Obligor the Borrower or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; ;
(F) neither any Obligor the Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; ;
(G) neither any Obligor the Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; ;
(H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligorthe Borrower's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have has been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCBPCBs) used in hydraulic oils, electrical transformers or other equipment; ;
(I) neither any Obligor the Borrower nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including including, without limitation, any prior owner of any of the Real Estate or other property of any Obligor the Borrower or any of its Subsidiaries) relating to any Remedial Action or environmental environment-related claim; ;
(J) neither any Obligor the Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; ;
(K) neither any Obligor the Borrower nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; ;
(L) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor the Borrower or of any of its Subsidiaries; ;
(M) the presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and and
(N) neither any Obligor the Borrower nor any of its Subsidiaries manufactures, distributes or sells, or and has ever never manufactured, distributed or sold, products which contain asbestos-containing material.
(iii) Each Obligor The Borrower has notified the Lenders and the Agent of the receipt by it the Borrower or by any of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligorthe Borrower, any of its Subsidiaries or any of their respective properties.
Appears in 1 contract
Compliance with Law; Governmental Approvals. (i) Except as set forth on SCHEDULE 6.1(Gin Schedule 7.1(g), each Obligor the Borrower and each of its Subsidiaries Subsidiaries
(A) has all Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorthe Borrower, threatened attack by direct or collateral proceeding, and and
(B) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it, including including, without being limited to, all Environmental Laws and all occupational health and safety laws applicable to any Obligorthe Borrower, any of its Subsidiaries or their respective properties, except for instances of noncompliance which would could not, singly or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Materially Adverse Effect and in respect of which any reserves required in accordance with GAAP in respect of such Obligorthe Borrower's or such Subsidiary's reasonably anticipated liability therefor have been established on the consolidated books of the ObligorsBorrower or such Subsidiary, as applicable.
(ii) Without limiting the generality of the above, except with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: :
(A) the operations of each Obligor the Borrower and each of its Subsidiaries comply in all material respects with all applicable environmental, health and safety requirements of Applicable Law; ;
(B) each Obligor the Borrower and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, and all such permits are in good standing and each Obligor the Borrower and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; ;
(C) neither any Obligor the Borrower nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or private party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; ;
(D) none of the operations of any Obligor or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; (E) none of the present nor past operations of any Obligor or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; (F) neither any Obligor nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; (G) neither any Obligor nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; (H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligorthe Borrower's or any of its Subsidiaries' ownership of or operations on the Real Estate, there have has been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCBPCBs) used in hydraulic oils, electrical transformers or other equipment; and
(I) neither any Obligor nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including any prior owner of any of the Real Estate or other property of any Obligor or any of its Subsidiaries) relating to any Remedial Action or environmental related claim; (J) neither any Obligor nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; (K) neither any Obligor nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; (LE) no Environmental Lien has attached to any of the Real Estate or other property of any Obligor the Borrower or of any of its Subsidiaries; (M) the presence and condition of all asbestos-containing material which is on or part of the Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and (N) neither any Obligor nor any of its Subsidiaries manufactures, distributes or sells, or has ever manufactured, distributed or sold, products which contain asbestos-containing material.;
(iii) Each Obligor The Borrower has notified the Lenders and the Agent of the receipt by it the Borrower or by any of its Subsidiaries of any notice of a material violation of any Environmental Laws and occupational health and safety laws applicable to such Obligorthe Borrower, any of its Subsidiaries or any of their respective properties.
Appears in 1 contract
Samples: Loan and Security Agreement (Synthetic Industries Inc)
Compliance with Law; Governmental Approvals. (i) Except as set forth on SCHEDULE 6.1(Gin Schedule 6.1(f), each Obligor and each of its Subsidiaries Borrower
(A) has all material Governmental Approvals, including permits relating to federal, state, state and local and foreign Environmental Laws, ordinances and regulations, required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the knowledge of any Obligorsuch Borrower, threatened attack by direct or collateral proceeding, and and
(B) is in compliance with each material Governmental Approval applicable to it and in compliance with all other material Applicable Laws relating to it, including including, without being limited to, all material Environmental Laws and all material occupational health and safety laws applicable to any Obligor, any of such Borrower or its Subsidiaries or their respective properties, except for instances of noncompliance which would not, singly or in the aggregate, cause a Default or Event of Default or have a Materially Adverse Effect on such Borrower and its Subsidiaries as a whole and in respect of which reserves in respect of such ObligorBorrower's or such its Subsidiary's reasonably anticipated liability therefor therefore have been established on the consolidated books of the Obligorssuch Borrower or such Subsidiary, as applicable.
(ii) Without limiting the generality of the above, except as disclosed on a report delivered pursuant to Section 5.1(b)(xv) or with respect to matters which could not reasonably be expected to have, singly or in the aggregate, a Materially Adverse Effect: Effect on such Borrower:
(A) the operations of each Obligor such Borrower and each of its Subsidiaries comply complies in all material respects with all applicable environmental, health and safety requirements of Applicable Law; ;
(B) each Obligor such Borrower and each of its Subsidiaries has obtained all environmental, health and safety permits necessary for its operation, operation and all such permits are in good standing and each Obligor such Borrower and each of its Subsidiaries is in compliance in all material respects with all terms and conditions of such permits; ;
(C) neither any Obligor such Borrower nor any of its Subsidiaries nor any of their respective present or past property or operations are subject to any order from or agreement with any public authority or private party respecting (x) any environmental, health or safety requirements of Applicable Law, (y) any Remedial Action, or (z) any liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment; environment or otherwise arising from the environmental, health or safety requirements of any Applicable Law;
(D) none of the operations of any Obligor such Borrower or of any of its Subsidiaries is subject to any judicial or administrative proceeding alleging a violation of any environmental, health or safety requirement of Applicable Law; ;
(E) none of the present nor past operations of any Obligor such Borrower or any of its Subsidiaries is the subject of any investigation by any public authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment; ;
(F) neither any Obligor such Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent; ;
(G) neither any Obligor such Borrower nor any of its Subsidiaries has filed any notice under any requirement of Applicable Law reporting a Release of a Contaminant into the environment; ;
(H) except in compliance in all material respects with applicable Environmental Laws, during the course of any Obligorsuch Borrower's or any of its Subsidiaries' ownership of or operations on the Real Estate, Estate there have been no (1) generation, treatment, recycling, storage or disposal of hazardous waste, as that term is defined under 40 CFR Part 261 or any state equivalent, (2) use of underground storage tanks or surface impoundments, (3) use of asbestos-containing materials, or (4) use of polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other equipment; equipment on the Real Estate;
(I) neither any Obligor such Borrower nor any of its Subsidiaries has entered into any negotiations or agreements with any Person (including including, without limitation, any prior owner of any of the Real Estate or other property of any Obligor such Borrower or any of its Subsidiaries) relating to any Remedial Action or environmental environmentally- related claim; ;
(J) neither any Obligor such Borrower nor any of its Subsidiaries has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment; ;
(K) neither any Obligor such Borrower nor any of its Subsidiaries has any material contingent liability in connection with any Release or threatened Release of any Contaminant into the environment; ;
(L) no Environmental Lien has attached to any of the owned Real Estate or other property of any Obligor such Borrower or of any of its Subsidiaries; , or, to the knowledge of any Borrower or any Subsidiary thereof, any of the leased Real Estate;
(M) the presence and condition of all asbestos-containing material which is on or part of the owned Real Estate or, to the knowledge of any Borrower or any Subsidiary thereof, on or part of any of the leased Real Estate (excluding any raw materials used in the manufacture of products or products themselves) do not violate in any material respect any currently applicable requirement of Applicable Law; and ;
(N) neither any Obligor such Borrower nor any of its Subsidiaries manufactures, distributes or sells, or and has ever not, in the past twenty (20) years, manufactured, distributed or sold, products which contain asbestos-asbestos- containing material; and
(O) such Borrower hereby acknowledges and agrees that Agent
(i) is not now, and has not ever been, in control of any of the Real Estate or any of such Borrower's affairs, and
(ii) does not have the capacity through the provisions of the Loan Documents or otherwise to influence such Borrower's conduct with respect to the ownership, operation or management of any of its Real Estate or compliance with Environmental Laws or Environmental Permits.
(iii) Each Obligor has notified the Agent of the receipt Schedule 6.1(f) sets forth each notice received by it any Borrower or any of its Subsidiaries of any notice Subsidiary of a material violation of any Environmental Laws and occupational health and safety laws applicable to such ObligorBorrower, any of its respective Subsidiaries or any of their respective properties.
Appears in 1 contract
Samples: Loan and Security Agreement (Tropical Sportswear International Corp)
