Common use of Compliance with Laws and Contracts Clause in Contracts

Compliance with Laws and Contracts. (a) Except as set forth in Schedule 2.6(a), Seller and each Subsidiary, with respect to the operation of the Hospitals, are in compliance with all applicable laws, statutes, ordinances, orders, rules, regulations, policies, guidelines, licenses, certificates, certificates of need, judgments or decrees of all judicial or governmental authorities (federal, state, local, foreign or otherwise), except where the failure to be in such compliance would not have a material adverse effect on the Assets or the business of any particular Hospital. Neither Seller nor any Subsidiary, with respect to the operation of the Hospitals, has been charged with or given notice of, and to the best knowledge of Seller, neither Seller nor any Subsidiary, with respect to the operation of the Hospitals, is under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable (i) law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to any Hospital or the business of any particular Hospital. (b) To Seller's knowledge, Seller's and each Subsidiary's ownership and operation of the respective Hospitals and the Assets are and have been in compliance with all Environmental Laws (as defined in Section 2.6(c)), except where the failure to be in such compliance would not have a material adverse effect on the Assets or the business of any particular Hospital. Each Subsidiary has obtained all licenses, permits and approvals necessary or required under all applicable Environmental Laws (the "Environmental Permits") for the ownership and operation of its respective Hospitals and the Assets. All such Environmental Permits are in effect and, to Seller's knowledge, no action to revoke or modify any of such Environmental Permits is pending. There is not now pending or, to Seller's knowledge, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning Seller's or any Subsidiary's potential liability under Environmental Laws in connection with the ownership or operation of the Hospitals or the Assets. To Seller's knowledge, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Hospitals or the Assets at any time. At no time during each Subsidiary's ownership of its respective Real Property, and to Seller's knowledge at no time during others' ownership of the Real Property, have any Hazardous Substances been present on the Real Property except as may be utilized as a matter of course in hospital operations and in accordance with applicable Environmental Laws. (c) For the purposes of this Agreement, the term "Environmental Laws" shall mean all state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, laws and regulations relating to the storage, treatment and disposal of medical and biological waste. For purposes of this Agreement, the term "Hazardous Substances" shall mean (i) any hazardous or toxic waste, substance, or material defined as such in (or for the purposes of) any Environmental Laws, (ii) asbestos-containing material, (iii) medical and biological waste, (iv) polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any Environmental Laws.

Compliance with Laws and Contracts. (a) Except as set forth in Schedule 2.6(a), Seller and each Subsidiary, with respect to the operation of the HospitalsHospital, are Seller has the lawful authority and all material state, federal, special or local governmental authorizations, licenses or permits in good standing required to conduct its business, and such business presently is being conducted in compliance with all applicable laws, statutes, ordinances, orders, rules, regulations, policies, guidelines, licenses, certificates, certificates of need, judgments or decrees of all judicial or governmental authorities (federal, state, local, foreign or otherwise), except where the failure to be in such compliance would not have a be material adverse effect on to the Assets or operation of the business of any particular Hospital. Neither Seller nor any Subsidiaryhas not, with respect to the operation of the HospitalsHospital, has been charged with or given notice of, and to the best knowledge of Seller, neither Seller nor any Subsidiary, with respect to the operation of the HospitalsHospital, is not under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable (i) material law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) material license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to any the Hospital or the business of any particular the Hospital. (b) To Seller's knowledge, Seller's and each Subsidiary's ownership and operation of the respective Hospitals Hospital and the Assets are and have been in compliance with all Environmental Laws (as defined in Section 2.6(c)) below), except where the failure to be in such compliance would not have a be material adverse effect on to the Assets or operation of the business of any particular Hospital. Each Subsidiary Seller has obtained all licenses, permits and approvals necessary or required under all applicable Environmental Laws (the "Environmental Permits") for the ownership and operation of its respective Hospitals the Hospital and the Assets. All such Environmental Permits are in effect and, to Seller's knowledge, no action to revoke or modify any of such Environmental Permits is pending. There is not now pending or, to Seller's knowledge, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning Seller's or any Subsidiary's potential liability under Environmental Laws in connection with the ownership or operation of the Hospitals Hospital or the Assets. To Seller's knowledge, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Hospitals Hospital or the Assets at any time. At no time during each SubsidiarySeller's ownership of its respective the Real Property, and to Seller's knowledge at no time during others' ownership of the Real Property, have any Hazardous Substances been present on the Real Property except as may be utilized as a matter of course in hospital operations and in accordance with applicable Environmental Laws. (c) For the purposes of this Agreement, the term "Environmental Laws" shall mean all state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, laws and regulations relating to the storage, treatment and disposal of medical and biological waste. For purposes of this Agreement, the term "Hazardous Substances" shall mean (i) any hazardous or toxic waste, substance, or material defined as such in (or for the purposes of) any Environmental Laws, (ii) asbestos-containing material, (iii) medical and biological waste, (iv) polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any Environmental Laws.

Compliance with Laws and Contracts. (a) Except as set forth in Schedule 2.6(a), Seller and each SubsidiarySeller, with respect to the operation of the Hospitals, are is in compliance with all applicable laws, statutes, ordinances, orders, rules, regulations, policies, guidelines, licenses, certificates, certificates of need, judgments or decrees of all judicial or governmental authorities (federal, state, local, foreign or otherwise), except where the failure to be in such compliance would not have a material adverse effect on the Assets or the business of any particular Hospitalthe Hospitals. Neither Seller nor any SubsidiarySeller, with respect to the operation of the Hospitals, has not been charged with or given notice of, and to the best knowledge of Seller, neither Seller nor any SubsidiarySeller, with respect to the operation of the Hospitals, is not under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable (i) material law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) material license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to any Hospital the Hospitals or the business of the Hospitals. Notwithstanding the foregoing, no provision of this Section 2.6(a) shall be deemed a representation or warranty by Seller as to compliance with any particular HospitalEnvironmental Laws (as defined in Section 2.6(c) below). (b) To Seller's knowledge, Seller's and each Subsidiary's ’s ownership and operation of the respective Hospitals and the Assets are and have been in compliance with all Environmental Laws (as defined in Section 2.6(c))Laws, except where the failure to be in such compliance would not have a material adverse effect on the Assets or the business of any particular Hospitalthe Hospitals. Each Subsidiary Seller has obtained all licenses, permits and approvals necessary or required under all applicable Environmental Laws (the "“Environmental Permits"”) for the ownership and operation of its respective Hospitals and the Assets. All such Environmental Permits are in effect and, to Seller's ’s knowledge, no action to revoke or modify any of such Environmental Permits is pending. There is not now pending or, to Seller's ’s knowledge, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning Seller's or any Subsidiary's ’s potential liability under Environmental Laws in connection with the ownership or operation of the Hospitals or the Assets. To Seller's ’s knowledge, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Hospitals or the Assets at any time. At no time during each Subsidiary's ownership of its respective Real Property, and to Seller's knowledge at no time during others' ownership of the Real Property, have any Hazardous Substances been present on the Real Property except as may be utilized as a matter of course in hospital operations and in accordance with applicable Environmental Laws. (c) For the purposes of this Agreement, the term "“Environmental Laws" ” shall mean all state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, laws and regulations relating to the storage, treatment and disposal of medical and biological waste. For purposes of this Agreement, the term "“Hazardous Substances" ” shall mean (i) any hazardous or toxic waste, substance, or material defined as such in (or for the purposes of) any Environmental Laws, (ii) asbestos-containing material, (iii) medical and biological waste, (iv) polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any Environmental Laws.

Compliance with Laws and Contracts. (a) Except as set forth in Schedule 2.6(a), Seller and each SubsidiarySeller, with respect to the operation of the Hospitals, are is in compliance with all applicable laws, statutes, ordinances, orders, rules, regulations, policies, guidelines, licenses, certificates, certificates determinations of need, judgments or decrees of all judicial or governmental authorities (federal, state, local, foreign or otherwise), except where the failure to be in such compliance would not have a material adverse effect on the Assets or the business of any particular Hospitalthe Hospitals. Neither Seller nor any SubsidiaryExcept as set forth in Schedule 2.6(a), Seller, with respect to the operation of the Hospitals, has not been charged with or given notice of, is not subject to any corporate integrity or settlement agreement or subpoena binding on a successor owner of any of the Hospitals, is not subject to any subpoena with respect to any of the Hospitals, and to the best knowledge of Seller, neither Seller nor any SubsidiarySeller, with respect to the operation of the Hospitals, is not under investigation with respect to, any in violation of, or under any obligation to take remedial action under, any applicable (i) material law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) material license, certificate or certificate determination of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to any Hospital the Hospitals or the business of the Hospitals. Notwithstanding the foregoing, no provision of this Section 2.6(a) shall be deemed a representation or warranty by Seller as to compliance with any particular HospitalEnvironmental Laws (as defined in Section 2.6(c) below). (b) To Seller's knowledgeExcept as set forth in Schedule 2.6(b), Seller's and each Subsidiary's ownership and operation of the respective Hospitals and the Assets are and have been in compliance with all Environmental Laws (as defined in Section 2.6(c))Laws, except where the failure to be in such compliance would not have a material adverse effect on the Assets or the business of any particular Hospitalthe Hospitals. Each Subsidiary Seller has obtained all licenses, permits and approvals necessary or required under all applicable Environmental Laws (the "Environmental Permits") for the ownership and operation of its respective Hospitals and the Assets. All such Environmental Permits are in effect and, to Seller's knowledge, no action to revoke or modify any of such Environmental Permits is pending. There is not now pending or, to Seller's knowledge, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning Seller's or any Subsidiary's potential liability under Environmental Laws in connection with the ownership or operation of the Hospitals or the Assets. To Seller's knowledge, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Hospitals or the Assets at any time. time At no time during each SubsidiarySeller's ownership of its respective the Real Property, and to Seller's knowledge at no time during others' ownership of the Real Property, have any Hazardous Substances been present on the Real Property except as may be utilized as a matter of course in hospital Hospital operations and in accordance with applicable Environmental Laws. (c) For the purposes of this Agreement, the term "Environmental Laws" shall mean all state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, laws and regulations relating to the storage, treatment and disposal of medical and biological waste. For purposes of this Agreement, the term "Hazardous Substances" shall mean (i) any hazardous or toxic waste, substance, or material defined as such in (or for the purposes of) any Environmental Laws, (ii) asbestos-containing material, (iii) medical and biological waste, (iv) polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any Environmental Laws.

Compliance with Laws and Contracts. (a) Except as set forth in Schedule 2.6(a), Seller and each SubsidiarySeller, with respect to the operation of the HospitalsHospital, are is in compliance with all applicable laws, statutes, ordinances, orders, rules, regulations, policies, guidelines, licenses, certificates, certificates of need, judgments or decrees of all judicial or governmental authorities (federal, state, local, foreign or otherwise), except where the failure to be in such compliance would not have a be material adverse effect on to the Assets or operation of the business of any particular Hospital. Neither Seller nor any SubsidiarySeller, with respect to the operation of the HospitalsHospital, has not been charged with or given notice of, and to the best knowledge of Seller, neither Seller nor any SubsidiarySeller, with respect to the operation of the HospitalsHospital, is not under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable (i) material law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) material license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to any the Hospital or the business of the Hospital. Notwithstanding the foregoing, no provision of this Section 2.6(a) shall be deemed a representation or warranty by Seller as to compliance with any particular HospitalEnvironmental Laws (as defined in Section 2.6(c) below). (b) To Seller's knowledge, Seller's and each Subsidiary's ownership and operation of the respective Hospitals Hospital and the Assets are and have been in compliance with all Environmental Laws (as defined in Section 2.6(c))Laws, except where the failure to be in such compliance would not have a be material adverse effect on to the Assets or operation of the business of any particular Hospital. Each Subsidiary Seller has obtained all licenses, permits and approvals necessary or required under all applicable Environmental Laws (the "Environmental Permits") for the ownership and operation of its respective Hospitals the Hospital and the Assets. All such Environmental Permits are in effect and, to Seller's knowledge, no action to revoke or modify any of such Environmental Permits is pending. There is not now pending or, to Seller's knowledge, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning Seller's or any Subsidiary's potential liability under Environmental Laws in connection with the ownership or operation of the Hospitals Hospital or the Assets. To Seller's knowledge, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Hospitals Hospital or the Assets at any time. At no time during each SubsidiarySeller's ownership of its respective the Real Property, and to Seller's knowledge at no time during others' ownership of the Real Property, have any Hazardous Substances been present on the Real Property except as may be utilized as a matter of course in hospital Hospital operations and in accordance with applicable Environmental Laws. (c) For the purposes of this Agreement, the term "Environmental Laws" shall mean all state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, laws and regulations relating to the storage, treatment and disposal of medical and biological waste. For purposes of this Agreement, the term "Hazardous Substances" shall mean (i) any hazardous or toxic waste, substance, or material defined as such in (or for the purposes of) any Environmental Laws, (ii) asbestos-containing material, (iii) medical and biological waste, (iv) polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any Environmental Laws.

Compliance with Laws and Contracts. (a) Except as set forth in Schedule 2.6(a), Seller and each SubsidiarySeller, with respect to the operation of the Hospitals, are including, without limitation, with respect to any Contracts and Leases with each Hospital's Referral Sources, is in compliance with all applicable laws, statutes, ordinances, orders, rules, regulations, policies, guidelines, licenses, certificates, certificates of need, judgments or decrees of all judicial or governmental authorities (federal, state, local, foreign or otherwise), including, without limitation, those relating to Medicare, Medi-Cal and the Hospitals' cost reports, except where the failure to be in such compliance would not have a material adverse effect on the Assets or the business businesses of any particular Hospitalthe Hospitals. Neither Seller nor any SubsidiaryExcept as set forth in Schedule 2.6(a), Seller, with respect to the operation of the Hospitals, has not been charged with or given notice of, and to the best knowledge of Seller, neither Seller nor any SubsidiarySeller, with respect to the operation of the Hospitals, is not under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable (i) material law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) material license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to any Hospital the Hospitals or the business businesses of any particular Hospitalof the Hospitals. Notwithstanding the foregoing, no provision of this Section 2.6(a) shall be deemed a representation or warranty by Seller as to compliance with any Environmental Laws (as defined in Section 2.6(c) below). (b) To Seller's knowledge, Seller's and each Subsidiary's ownership and operation of each of the respective Hospitals and the Assets are and have been in compliance with all Environmental Laws (as defined in Section 2.6(c))Laws, except where the failure to be in such compliance would not have a material adverse effect on the Assets or the business businesses of any particular Hospitalthe Hospitals. Each Subsidiary Seller has obtained all licenses, permits and approvals necessary or required under all applicable Environmental Laws (the "Environmental Permits") for the ownership and operation each of its respective the Hospitals and the Assets. All such Environmental Permits are in effect and, to Seller's knowledge, no action to revoke or modify any of such Environmental Permits is pending. There is not now pending or, to Seller's knowledge, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning Seller's or any Subsidiary's potential liability under Environmental Laws in connection with the ownership or operation of the Hospitals or the Assets. To Seller's knowledge, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Hospitals or the Assets at any time. At no time during each Subsidiary's ownership Seller has arranged any disposal of its respective Real Property, and to Seller's knowledge at no time during others' ownership of the Real Property, have any Hazardous Substances been present on from the Real Property except as may be utilized as a matter of course in hospital operations and Hospitals with licensed contractors in accordance with applicable Environmental Laws. (c) For the purposes of this Agreement, the term "Environmental Laws" shall mean all state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, laws and regulations relating to the storage, treatment and disposal of medical and biological waste. For purposes of this Agreement, the term "Hazardous Substances" shall mean (i) any hazardous or toxic waste, substance, or material defined as such in (or for the purposes of) any Environmental Laws, (ii) asbestos-containing material, (iii) medical and biological waste, (iv) polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any Environmental Laws.

Compliance with Laws and Contracts. (a) Except as set forth in Schedule 2.6(a), Seller and each Subsidiary, with respect to the operation of the Hospitals, Seller and each Subsidiary has the lawful authority and all material state, federal, special or local governmental authorizations, licenses or permits in good standing required to conduct their respective businesses, and such businesses presently are being conducted in compliance with all applicable laws, statutes, ordinances, orders, rules, regulations, policies, guidelines, licenses, certificates, certificates of need, judgments or decrees of all judicial or governmental authorities (federal, state, local, foreign or otherwise), except where the failure to be in such compliance would not have a be material adverse effect on to the Assets or the business operation of any particular Hospital. Neither Seller nor any SubsidiarySubsidiary has, with respect to the operation of the Hospitals, has been charged with or given notice of, and to the best knowledge of Seller, neither Seller nor any Subsidiary, with respect to the operation of the Hospitals, is under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable (i) material law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) material license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to any Hospital or the business of any particular Hospital. (b) To Seller's knowledge, Seller's and each Subsidiary's ownership and operation of the respective Hospitals and the Assets are and have been in compliance with all Environmental Laws (as defined in Section 2.6(c)) below), except where the failure to be in such compliance would not have a be material adverse effect on to the Assets or the business operation of any particular Hospital. Each Subsidiary has obtained all licenses, permits and approvals necessary or required under all applicable Environmental Laws (the "Environmental Permits") for the ownership and operation of its respective Hospitals and the Assets. All such Environmental Permits are in effect and, to Seller's knowledge, no action to revoke or modify any of such Environmental Permits is pending. There is not now pending or, to Seller's knowledge, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning Seller's or any Subsidiary's potential liability under Environmental Laws in connection with the ownership or operation of the Hospitals or the Assets. To Seller's knowledge, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Hospitals or the Assets at any time. At no time during each Subsidiary's ownership of its respective Real Property, and to Seller's knowledge at no time during others' ownership of the Real Property, have any Hazardous Substances been present on the Real Property except as may be utilized as a matter of course in hospital operations and in accordance with applicable Environmental Laws. (c) For the purposes of this Agreement, the term "Environmental Laws" shall mean all state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, laws and regulations relating to the storage, treatment and disposal of medical and biological waste. For purposes of this Agreement, the term "Hazardous Substances" shall mean (i) any hazardous or toxic waste, substance, or material defined as such in (or for the purposes of) any Environmental Laws, (ii) asbestos-containing material, (iii) medical and biological waste, (iv) polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any Environmental Laws.to

Compliance with Laws and Contracts. (a) Except as set forth in Schedule 2.6(a4.6(a), Seller and each Subsidiarythe Sellers, with respect to the operation of the HospitalsFacilities, are in compliance with all applicable laws, statutes, ordinances, orders, rules, regulations, policies, guidelines, licenses, certificates, certificates of need, judgments or decrees of all judicial or governmental authorities (federal, state, local, foreign or otherwise), except where the failure to be in such compliance would not have a material adverse effect on the Acquired Assets or the business of any particular Hospitalthe Facilities. Neither Seller nor any SubsidiaryExcept as set forth in Schedule 4.6(a), none of the Sellers, with respect to the operation of the HospitalsFacilities, has been charged with or given notice of, and to the best knowledge of Sellerthe Sellers, neither Seller nor any Subsidiarynone of the Sellers, with respect to the operation of the HospitalsFacilities, is under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable (i) material law, statute, ordinance, rule, regulation, policy or guideline promulgated, (ii) material license, certificate or certificate of need issued, or (iii) order, judgment or decree entered, by any federal, state, local or foreign court or governmental authority relating to any Hospital the Facilities or the business of the Facilities. Notwithstanding the foregoing, no provision of this Section 4.6(a) shall be deemed a representation or warranty by the Sellers as to compliance with any particular HospitalEnvironmental Laws (as defined in Section 4.6(c) below). (b) To Seller's knowledgeExcept as set forth in Schedule 4.6(b), Seller's and each Subsidiary's the Sellers’ ownership and operation of the respective Hospitals Facilities and the Acquired Assets are and have been in compliance with all Environmental Laws (as defined in Section 2.6(c))Laws, except where the failure to be in such compliance would not have a material adverse effect on the Acquired Assets or the business of any particular Hospitalthe Facilities. Each Subsidiary Except as set forth in Schedule 4.6(b), each of the Sellers has obtained all licenses, permits and approvals necessary or required under all applicable Environmental Laws (the "“Environmental Permits"”) for the ownership and operation of its respective Hospitals the Facilities and the Acquired Assets. All Except as set forth in Schedule 4.6(b), all such Environmental Permits are in effect and, to Seller's knowledgethe knowledge of the Sellers, no action to revoke or modify any of such Environmental Permits is pending. There Except as set forth in Schedule 4.6(b), there is not now pending or, to Seller's knowledgethe knowledge of the Sellers, threatened, any claim, investigation or enforcement action by any governmental authority (whether judicial, executive or administrative) concerning Seller's or any Subsidiary's the Sellers’ potential liability under Environmental Laws in connection with the ownership or operation of the Hospitals Facilities or the Acquired Assets. To Seller's knowledgeExcept as set forth in Schedule 4.6(b), to the knowledge of the Sellers, there has not been a release or threatened release of any Hazardous Substance at, upon, in, under or from the Hospitals Facilities or the Acquired Assets at any time. At no time during each Subsidiary's the Sellers’ ownership of its respective the Real Property, and to Seller's the Sellers’ knowledge at no time during others' ’ ownership of the Real Property, have any Hazardous Substances been present on the Real Property except as may be utilized as a matter of course in hospital Facility operations and in accordance with applicable Environmental Laws. (c) For the purposes of this Agreement, the term "“Environmental Laws" ” shall mean all state, federal or local laws, ordinances, codes or regulations relating to Hazardous Substances or to the protection of the environment, including, without limitation, laws and regulations relating to the storage, treatment and disposal of medical and biological waste. For purposes of this Agreement, the term "“Hazardous Substances" ” shall mean (i) any hazardous or toxic waste, substance, or material defined as such in (or for the purposes of) any Environmental Laws, (ii) asbestos-containing material, (iii) medical and biological waste, (iv) polychlorinated biphenyls, (v) petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, and (vi) any other chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any Environmental Laws.