Common use of Compliance with Laws; Environmental Matters Clause in Contracts

Compliance with Laws; Environmental Matters. (a) To the best of Seller's knowledge, Seller has at all times conducted their business and the Assets have been held in compliance with all applicable laws, regulations, ordinances, orders and other requirements of governmental authorities having jurisdiction over Seller. Seller has not received any formal or informal notice, advice, claim or complaint alleging that Seller has violated or may have violated any law, regulation, ordinance or order and, to Seller' knowledge, no such notice, advice, claim or complaint of any type is threatened. Seller has at all times complied and presently comply with all applicable federal, state, local and foreign laws, rules and regulations respecting occupational safety and health standards and Seller has not received complaints from any employee or any federal, state, local or foreign agency alleging any violation of any federal, state, local or foreign laws respecting occupational safety and health standards. (b) To the best of Seller's knowledge, without limiting the generality of the foregoing, (i) all real property owned or leased by Seller and all buildings, fixtures, equipment and other improvements located thereon and the present use thereof comply in all respects with applicable fire codes, building codes, health codes, ordinances and regulations; (ii) the business operations of Seller (including without limitation their leased and owned real property) are in compliance with all applicable statutes, regulations, ordinances, decrees or orders of governmental authorities relating to the environment (collectively the "Environmental Laws") including without limitation those relating to Hazardous Materials (as hereinafter defined); however, Seller shall not be responsible for nor shall there be a set off for leased real property not complying with applicable environmental laws, including, without limitation those relationg to "Hazardous Materials" and applicable fire codes, building codes, health codes, ordinances, and regulations; (iii) no Hazardous Material has been spilled, released, deposited or discharged on any of Seller's owned or leased real property, no such real property has been used as a landfill or waste disposal site, and such real property is free from pollution; (iv) no notice, information, request, citation, summons or order has been received by Seller and no complaint has been filed and no penalty has been assessed or threatened by any governmental authority with respect to (x) any alleged violation by Seller of any Environmental Law, (y) any alleged failure by Seller to have any environmental permit required in connection with the operation of their business or (z) any generation, treatment, storage, recycling, transportation of disposal of any Hazardous Material; and (v) there have not previously been and are not presently any claims of any nature pursuant to any Environmental Law on any properties owned or leased by Seller. (As used in this Agreement, the term Hazardous Material(s) means any hazardous or toxic substance, material or waste or pollutants, contaminants or asbestos containing material which is regulated by any authority in any jurisdiction in which Seller does business.

Compliance with Laws; Environmental Matters. (a) To the best of Seller's knowledge, Seller has at all times conducted their its business and the Assets have been held in compliance with all applicable laws, regulations, ordinances, orders and other requirements of governmental authorities having jurisdiction over Seller. Seller has not received any formal or informal notice, advice, claim or complaint alleging that Seller has violated or may have violated any law, regulation, ordinance or order and, to Seller' knowledge, and no such notice, advice, claim or complaint of any type is threatened. Seller has at all times complied and presently comply complies with all applicable federal, state, local and foreign laws, rules and regulations respecting occupational safety and health standards and Seller has not received complaints from any employee or any federal, state, local or foreign agency alleging any violation of any federal, state, local or foreign laws respecting occupational safety and health standards. (b) To the best of Seller's knowledge, without Without limiting the generality of the foregoing, (i) to the best of Seller's and Pick's knowledge and belief, all real property owned or leased by Seller and all buildings, fixtures, equipment and other improvements located thereon and the present use thereof comply in all respects with applicable fire codes, building codes, health codes, ordinances and regulations; (ii) the business operations of Seller (including without limitation their its leased and owned real property) are in compliance with all applicable statutes, regulations, ordinances, decrees or orders of governmental authorities relating to the environment (collectively the "Environmental Laws") including without limitation those relating to Hazardous Materials (as hereinafter defined); however, Seller shall not be responsible for nor shall there be a set off for leased real property not complying with applicable environmental laws, including, without limitation those relationg to "Hazardous Materials" and applicable fire codes, building codes, health codes, ordinances, and regulations; (iii) no Hazardous Material has been spilled, released, deposited or discharged on any of Seller's owned or leased real property, no such real property has been used as a landfill or waste disposal site, and such real property is free from pollution; (iv) no notice, information, request, citation, summons or order has been received by Seller and no complaint has been filed and no penalty has been assessed or threatened by any governmental authority with respect to (xa) any alleged violation by Seller of any Environmental Law, (yb) any alleged failure by Seller to have any environmental permit required in connection with the operation of their business business, or (zc) any generation, treatment, storage, recycling, transportation of disposal of any Hazardous Material; and (v) there have not previously been and are not presently any claims of any nature pursuant to any Environmental Law on any properties owned or leased by Seller. (As used in this Agreement, the term Hazardous Material(s) Material means any hazardous or toxic substance, material or waste or pollutants, contaminants or asbestos containing material which is regulated by any authority in any jurisdiction in which Seller does business.

Compliance with Laws; Environmental Matters. (a) To the best of Seller's knowledge, Seller has at all times conducted their its business and the Assets have been held in compliance with all applicable laws, regulations, ordinances, orders and other requirements of governmental authorities having jurisdiction over Seller. Seller has not received any formal or informal notice, advice, claim or complaint alleging that Seller has violated or may have violated any law, regulation, ordinance or order and, to Seller' 's knowledge, no such notice, advice, claim or complaint of any type is threatened. Seller has at all times complied and presently comply complies with all applicable federal, state, local and foreign laws, rules and regulations respecting occupational safety and health standards and Seller has not received complaints from any employee or any federal, state, local or foreign agency alleging any violation of any federal, state, local or foreign laws respecting occupational safety and health standards. (b) To Without limiting the generality of the foregoing, to the best of Seller's knowledge, without limiting the generality of the foregoing, (i) all real property owned or leased by Seller and all buildings, fixtures, equipment and other improvements located thereon and the present use thereof comply in all respects with applicable fire codes, building codes, health codes, ordinances and regulations; (ii) the business operations of Seller (including without limitation their its leased and owned real property) are in compliance with all applicable statutes, regulations, ordinances, decrees or orders of governmental authorities relating to the environment (collectively the "Environmental Laws") including without limitation those relating to Hazardous Materials (as hereinafter defined); however, Seller shall not be responsible for nor shall there be a set off for leased real property not complying with applicable environmental laws, including, without limitation those relationg to "Hazardous Materials" and applicable fire codes, building codes, health codes, ordinances, and regulations; (iii) no Hazardous Material has been spilled, released, deposited or discharged on any of Seller's owned or leased real property, no such real property has been used as a landfill or waste disposal site, and such real property is free from pollution; (iv) no notice, information, request, citation, summons or order has been received by Seller and no complaint has been filed and no penalty has been assessed or threatened by any governmental authority with respect to (x) any alleged violation by Seller of any Environmental Law, (y) any alleged failure by Seller to have any environmental permit required in connection with the operation of their its business or (z) any generation, treatment, storage, recycling, transportation of disposal of any Hazardous Material; and (v) there have not previously been and are not presently any claims of any nature pursuant to any Environmental Law on any properties owned or leased by Seller. (As used in this Agreement, the term Hazardous Material(s) Material means any hazardous or toxic substance, material or waste or pollutants, contaminants or asbestos containing material which is regulated by any authority in any jurisdiction in which Seller does business.)

Compliance with Laws; Environmental Matters. (a) To the best of Seller's knowledge, Seller has at all times conducted their its business and the Assets have been held in compliance with all applicable laws, regulations, ordinances, orders and other requirements of governmental authorities having jurisdiction over Seller. Seller has not received any formal or informal notice, advice, claim or complaint alleging that Seller has violated or may have violated any law, regulation, ordinance or order and, to Seller's, Xxxxx'x or Xxxxx' knowledge, no such notice, advice, claim or complaint of any type is threatened. Seller has at all times complied and presently comply with all applicable federal, state, local and foreign laws, rules and regulations respecting occupational safety and health standards and Seller has not received complaints from any employee or any federal, state, local or foreign agency alleging any violation of any federal, state, local or foreign laws respecting occupational safety and health standards. (b) To the best of Seller's knowledge, without Without limiting the generality of the foregoing, to Seller's knowledge without independent investigation (i) all real property owned or leased by Seller and all buildings, fixtures, equipment and other improvements located thereon and the present use thereof comply in all respects with applicable fire codes, building codes, health codes, ordinances and regulations; (ii) the business operations of Seller (including without limitation their its leased and owned real property) are in compliance with all applicable statutes, regulations, ordinances, decrees or orders of governmental authorities relating to the environment (collectively the "Environmental Laws") including without limitation those relating to Hazardous Materials (as hereinafter defined); however, Seller shall not be responsible for nor shall there be a set off for leased real property not complying with applicable environmental laws, including, without limitation those relationg to "Hazardous Materials" and applicable fire codes, building codes, health codes, ordinances, and regulations; (iii) no Hazardous Material has been spilled, released, deposited or discharged on any of Seller's owned or leased real property, no such real property has been used as a landfill or waste disposal site, and such real property is free from pollution; (iv) no notice, information, request, citation, summons or order has been received by Seller and no complaint has been filed and no penalty has been assessed or threatened by any governmental authority with respect to (x) any alleged violation by Seller of any Environmental Law, ; (y) any alleged failure by Seller to have any environmental permit required in connection with the operation of their business business; or (z) any generation, treatment, storage, recycling, transportation of disposal of any Hazardous Material; and (v) there have not previously been and are not presently any claims of any nature pursuant to any Environmental Law on any properties owned or leased by Seller. (As used in this Agreement, the term Hazardous Material(s) Material means any hazardous or toxic substance, material or waste or pollutants, contaminants or asbestos containing material which is regulated by any authority in any jurisdiction in which Seller does business.

Compliance with Laws; Environmental Matters. (a) To the best of Seller's knowledge, Seller has at all times conducted their its business and the Assets have been held in compliance with all applicable laws, regulations, ordinances, orders and other requirements of governmental authorities having jurisdiction over Seller. Seller has not received any formal or informal notice, advice, claim or complaint alleging that Seller has violated or may have violated any law, regulation, ordinance or order and, to Seller' 's knowledge, no such notice, advice, claim or complaint of any type is threatened. To the best of Seller's knowledge, Seller has at all times complied and presently comply complies with all applicable federal, state, state and local and foreign laws, rules and regulations respecting occupational safety and health standards and Seller has not received complaints from any employee or any federal, state, state or local or foreign agency alleging any violation of any federal, state, state or local or foreign laws respecting occupational safety and health standards. (b) To Without limiting the generality of the foregoing, to the best of Seller's knowledge, without limiting the generality of the foregoing, (i) all real property owned or leased by Seller and all buildings, fixtures, equipment and other improvements located thereon and the present use thereof comply in all respects with applicable fire codes, building codes, health codes, ordinances and regulations; (ii) the business operations of Seller (including without limitation their its leased and owned real property) are in compliance with all applicable statutes, regulations, ordinances, decrees or orders of governmental authorities relating to the environment (collectively the "Environmental Laws") including without limitation those relating to Hazardous Materials (as hereinafter defined); however, Seller shall not be responsible for nor shall there be a set off for leased real property not complying with applicable environmental laws, including, without limitation those relationg to "Hazardous Materials" and applicable fire codes, building codes, health codes, ordinances, and regulations; (iii) no Hazardous Material has been spilled, released, deposited or discharged on any of Seller's owned or leased real property, no such real property has been used as a landfill or waste disposal site, and such real property is free from pollution; (iv) no notice, information, request, citation, summons or order has been received by Seller and no complaint has been filed and no penalty has been assessed or threatened by any governmental authority with respect to (x) any alleged violation by Seller of any Environmental Law, (y) any alleged failure by Seller to have any environmental permit required in connection with the operation of their its business or (z) any generation, treatment, storage, recycling, transportation of disposal of any Hazardous Material; and (v) there have not previously been and are not presently any claims of any nature pursuant to any Environmental Law on any properties owned or leased by Seller. (As used in this Agreement, the term Hazardous Material(s) Material means any hazardous or toxic substance, material or waste or pollutants, pollutants or contaminants or asbestos containing material which is regulated by any authority in any jurisdiction in which Seller does business.)

Compliance with Laws; Environmental Matters. Each of the following is a condition of this Agreement and the Loan: (a) To Borrowers and Operators shall comply, in all respects, including the best conduct of Seller's knowledge, Seller has at all times conducted their business and operations and the Assets use of their properties and assets, with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, including without limitation, Environmental Laws, Titles XVIII and XIX of the Social Security Act, Medicare Regulations, Medicaid Regulations, and all laws, rules and regulations of any governmental authorities pertaining to the licensing of professional and other health care providers. (b) With the exception of Permitted Substances, the Projects will not be used, for any activities which, directly or indirectly, involve the use, generation, treatment, storage, transportation or disposal of any Hazardous Substances, and no Hazardous Substances will exist on the Projects or under the Projects or in any surface waters or groundwaters on or under the Projects. The Projects and their existing and future uses will comply with all Environmental Laws, and Borrowers and Operators will not violate any Environmental Laws. (c) Without limitation on any other provision of this Agreement or any of the other Loan Documents, no later than June 1, 2013, each of Borrower 2 and Borrower 3 shall cause its Project (Northridge Healthcare and Rehabilitation and Woodland Hills Healthcare and Rehabilitation, respectively) to have a full fire protection sprinkler system which complies with all applicable legal requirements, and shall furnish evidence thereof satisfactory to Lender. (d) The provisions of this paragraph are without limitation on any other provisions of this Agreement. The Phase 1 Environmental Site Assessment for Borrower 3’s Project which has been held furnished to Lender discloses that there was at one time an underground storage tank located on the property, but does not indicate whether such tank has been removed. Within 60 days after the date of this Agreement, Borrowers shall provide Lender with written evidence satisfactory to Lender as to whether such tank has been removed. Unless such evidence indicates that such tank has been removed or closed in place, in either case in compliance with all applicable laws, regulationsthen within six months after the date of this Agreement, ordinancesBorrowers shall cause such tank to be removed or closed in place, orders and other requirements of governmental authorities having jurisdiction over Seller. Seller has not received any formal or informal notice, advice, claim or complaint alleging that Seller has violated or may have violated any law, regulation, ordinance or order and, to Seller' knowledge, no such notice, advice, claim or complaint of any type is threatened. Seller has at all times complied and presently comply with all applicable federal, state, local and foreign laws, rules and regulations respecting occupational safety and health standards and Seller has not received complaints from any employee or any federal, state, local or foreign agency alleging any violation of any federal, state, local or foreign laws respecting occupational safety and health standards. (b) To the best of Seller's knowledge, without limiting the generality of the foregoing, (i) all real property owned or leased by Seller and all buildings, fixtures, equipment and other improvements located thereon and the present use thereof comply in all respects with applicable fire codes, building codes, health codes, ordinances and regulations; (ii) the business operations of Seller (including without limitation their leased and owned real property) are either case in compliance with all applicable statutes, regulations, ordinances, decrees or orders of governmental authorities relating to the environment (collectively the "Environmental Laws") including without limitation those relating to Hazardous Materials (as hereinafter defined); however, Seller shall not be responsible for nor shall there be a set off for leased real property not complying with applicable environmental laws, including, without limitation those relationg and shall furnish Lender with written evidence thereof satisfactory to "Hazardous Materials" and applicable fire codes, building codes, health codes, ordinances, and regulations; (iii) no Hazardous Material has been spilled, released, deposited or discharged on any of Seller's owned or leased real property, no such real property has been used as a landfill or waste disposal site, and such real property is free from pollution; (iv) no notice, information, request, citation, summons or order has been received by Seller and no complaint has been filed and no penalty has been assessed or threatened by any governmental authority with respect to (x) any alleged violation by Seller of any Environmental Law, (y) any alleged failure by Seller to have any environmental permit required in connection with the operation of their business or (z) any generation, treatment, storage, recycling, transportation of disposal of any Hazardous Material; and (v) there have not previously been and are not presently any claims of any nature pursuant to any Environmental Law on any properties owned or leased by Seller. (As used in this Agreement, the term Hazardous Material(s) means any hazardous or toxic substance, material or waste or pollutants, contaminants or asbestos containing material which is regulated by any authority in any jurisdiction in which Seller does businessLender.

Compliance with Laws; Environmental Matters. (a) To the best of Seller's knowledge, Seller has at all times conducted their business and the Assets have been held in compliance with all applicable laws, regulations, ordinances, orders and other requirements of governmental authorities having jurisdiction over Seller. Seller has not received any formal or informal notice, advice, claim or complaint alleging that Seller has violated or may have violated any law, regulation, ordinance or order and, to Seller' 's knowledge, no such notice, advice, claim or complaint of any type is threatened. Seller has have at all times complied and presently comply with all applicable federal, state, local and foreign laws, rules and regulations respecting occupational safety and health standards and Seller has not received complaints from any employee or any federal, state, local or foreign agency alleging any violation of any federal, state, local or foreign laws respecting occupational safety and health standards. (b) To the best of Seller's knowledge, without Without limiting the generality of the foregoing, (i) all real property owned or leased by Seller and all buildings, fixtures, equipment and other improvements located thereon and the present use thereof comply in all respects with applicable fire codes, building codescodes (except for the North Miami office), health codes, ordinances and regulations; (ii) the business operations of Seller (including without limitation their leased and owned real property) are in compliance with all applicable statutes, regulations, ordinances, decrees or orders of governmental authorities relating to the environment (collectively the "Environmental Laws") including without limitation those relating to Hazardous Materials (as hereinafter defined); however, Seller shall not be responsible for nor shall there be a set off for leased real property not complying with applicable environmental laws, including, without limitation those relationg to "Hazardous Materials" and applicable fire codes, building codes, health codes, ordinances, and regulations; (iii) no Hazardous Material has been spilled, released, deposited or discharged on any of Seller's owned or leased real property, no such real property has been used as a landfill or waste disposal site, and such real property is free from pollution, except for the N. Andrews and Sarasota locations which Buyer hereby acknowledges; (ivix) no noticexx xxxxce, information, request, citation, summons or order has been received by Seller and no complaint has been filed and no penalty has been assessed or threatened by any governmental authority with respect to (x) any alleged violation by Seller of any Environmental Law, (y) any alleged failure by Seller to have any environmental permit required in connection with the operation of their business or (z) any generation, treatment, storage, recycling, transportation of disposal of any Hazardous Material; and (v) there have not previously been and are not presently any claims of any nature pursuant to any Environmental Law on any properties owned or leased by Seller. (As used in this Agreement, the term Hazardous Material(s) Material means any hazardous or toxic substance, material or waste or pollutants, contaminants or asbestos containing material which is regulated by any authority in any jurisdiction in which Seller does business.)